What changed in this filing

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Item 9A. Controls and Procedures

2025-03-25 compared with 2024-03-20 · 903 added, 701 removed, 209 unchanged (88% of the section changed)

AND PROCEDURES.

of Disclosure Controls and Procedures.

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the issuer

in the reports that it files or submits under the Act (15 U.S.C.

78a et seq.) is recorded, processed, summarized and reported, within

the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under

the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment

in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and

procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any

design will succeed in achieving its stated goals under all potential future conditions.

of December 31, 2023, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and

Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring

that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time

periods specified for each report by the SEC, and that such information is accumulated and communicated to our management, including

our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Report of Internal Control over Financial Reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Exchange Act Rule 13a - 15(f).

Our internal control system was designed to provide reasonable assurance to our management and the

Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no

matter how well designed have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable

assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2023.

In making this assessment, our management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance

for Smaller Public Companies (the COSO criteria).

Based on our assessment we believe that, as of December 31, 2023, our internal controls

over financial reporting is effective based on those criteria.

annual report does not include an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent

registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management’s

report in this Form 10-K.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2023 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

DISCLOSURE REGARDING FOREIGN

JURSIDICTIONS THAT PREVENT INSPECTIONS.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

following table sets forth information about our executive officers, key employees and directors.

President and Acting Chief Financial Officer

Executive Officer and Director

principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors,

are as follows:

Lee - Chairman of the Board, President and Acting Chief Financial Officer of the Company since inception (April 24, 2006).

has over 35 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication

systems, automotive electronics, software development and consulting.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

We maintain “disclosure

controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the

“Exchange Act”), that are designed to ensure that information required to be disclosed by the issuer in the reports that

it files or submits under the Act (15 U.S.C.

78a et seq.) is recorded, processed, summarized and reported, within the time periods specified

in the SEC’s rules and forms.

These disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated

to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Management recognizes that

any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the

objectives of the disclosure controls and procedures are met.

Additionally, our

management necessarily applies its judgment in evaluating the cost-benefit relationship of possible disclosure

controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all

potential future conditions.

As of December 31, 2024, we carried

out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the

effectiveness of the design and operation of our disclosure controls and procedures.

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required

to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for

each report by the SEC, and that such information is accumulated and communicated to our management, including our principal executive

and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required

Management’s Report of Internal Control

over Financial Reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a

Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding

the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed have

inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to

financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting

as of December 31, 2024.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the

COSO criteria).

Based on our assessment we believe that, as of December 31, 2024, our internal controls over financial reporting is effective

based on those criteria.

This annual report does not include

an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding internal control over financial

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm

pursuant to temporary rules of the SEC that permits the Company to only provide management’s report in this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our

internal control over financial reporting that occurred during the fourth quarter ended December 31, 2024 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

Rule 10b5-1 Trading Arrangement

During the three months ended December 31, 2024,

no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURSIDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth

information about our executive officers, key employees and directors.

Chairman, President and Acting Chief Financial Officer

Chief Executive Officer and Director

The principal occupations for

the past five years (and, in some instances, for prior years) of each of our executive officers and directors, are as follows:

David Lee - Chairman of

the Board, President and Acting Chief Financial Officer of the Company since inception (April 24, 2006).

Lee has over 35 years of

engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication systems, automotive

electronics, software development and consulting.

From 2004 to 2006, he was with Ramsey-Shilling Co.

in the business

of Commercial Real Estate Investment and Brokerage.

From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc.,

a Delaware company engaged in the business of Internet Software Development.

From 1994 to 2000, he served as Vice Present and General

Manager for RF-Link Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing.

Lee received a Ph.D.

in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from

University of Michigan in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.

Board of Directors has concluded that Dr.

Lee is qualified to serve as a director of the Company because of his diverse experience in

technology, marketing, and executive management.

in the business of Commercial Real

Estate Investment and Brokerage.

From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc., a Delaware company

engaged in the business of Internet Software Development.

From 1994 to 2000, he served as Vice Present and General Manager for RF-Link

Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing.

in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from University of Michigan

in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.

The Board of Directors has concluded

Lee is qualified to serve as a director of the Company because of his diverse experience in technology, marketing, and executive

Hill – Chief Executive Officer of the Company since June 15, 2023 and Vice President and a Director of the Company since March

17 unchanged sentences

technology, marketing, and executive management.

currently do not maintain any committees of the Board of Directors.

Given our size and the development of our business to date, we believe

that the board through its meetings can perform all of the duties and responsibilities which might be performed by a committee.

not currently have an audit committee financial expert.

OF EXECUTIVE OFFICERS AND DIRECTORS

executive officer, director or any member of these individuals’ immediate families or any corporation or organization with whom

any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

RELATIONSHIPS

are no family relationships among our executive officers and directors.

have adopted a Code of Ethics that applies to all of our directors, officers and employees.

The text of the Code of Ethics is filed as

an exhibit to this annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission

on March 25, 2008.

The Company will provide to any person without charge, upon request to the Company at its office, a copy of the Code

Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Audit Committee

and, in the case of a waiver for members of the Audit Committee, by the Board of Directors.

Any such waivers will be promptly disclosed

to our stockholders.

the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any

Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any

type of business, securities or banking activities;

by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a

federal or state securities or commodities law.

subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or

permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,

or removal or prohibition order;

or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business

subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29)

of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

Leadership Structure and Role in Risk Oversight

we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we

have traditionally determined that it is in the best interests of the Company and its stockholders to combine these roles.

small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer

positions combined.

In addition, having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion

and provides clear leadership for the Company, with a single person setting the tone and managing our operations.

The Board oversees

specific risks, including, but not limited to:

retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent

auditors relating to financial reporting;

all auditing and non-auditing services permitted to be performed by the independent auditors;

annually the independence and quality control procedures of the independent auditors;

approving, and overseeing risks arising from proposed related party transactions;

the annual audited financial statements with the management;

separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal

controls, the auditor’s engagement letter and independence letter and other material written communications between the independent

auditors and the management;

the risks associated with management resources, structure, succession planning, development and selection processes, including evaluating

the effect the compensation structure may have on risk decisions.

of Directors Meetings and Attendance

have no formal policy regarding director attendance at the annual meeting of stockholders.

The Board of Directors held seven (7) meetings

in 2023 including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this Annual Report.

Board members were present at all of the meetings.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s

stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the

Company’s common stock.

Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a)

reports they file.

To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations

from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31,

2023 all Reporting Persons timely complied with all applicable filing requirements.

COMPENSATION.

following table summarizes all compensation recorded by us in each of the last two completed fiscal years for the named executive officers.

Incentive Plan

1,129,051 (1)

- President and Acting CFO

8,764,249 (1)

22,491,570 (1)

Steven Hill (4)

Vice President

Spencer Hall – COO(5)

at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value

of the stock compensation is based upon the grant date and recognized over the vesting period.

On the grant date of February 18,

2021, half of the shares vested immediately, and the remaining half shall become exercisable in equal amounts over a twenty-four

(24) month period during the term of the Optionee’s employment.

On June 29, 2021, the Company repriced the options and recognized

additional compensation expense per ASC 718.

Lee was granted options to purchase 400,000,000 shares of common stock at an exercise

prices of $0.021 - $0.091, with a cumulative fair value of $32,384,870 calculated using the Black Scholes method.

at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value

of the stock compensation is based upon the grant date and recognized over the vesting period.

On the grant date of March 20, 2023,

the options had a six (6) month cliff, plus a thirty (30) month vesting period options shall become exercisable during the term of

the Optionee’s employment.

Hall was granted options to purchase 50,000,000 shares of common stock at an exercise price

of $0.0137, with a fair value of $160,400 calculated using the Black Scholes method.

at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value

of the stock compensation is based upon the grant date and recognized over the vesting period.

On the grant date of February 18,

2021, the options shall become exercisable in equal amounts over a thirty-six (36) month period during the term of the Optionee’s

COMMITTEES OF THE BOARD

We currently do not maintain

any committees of the Board of Directors.

Given our size and the development of our business to date, we believe that the board through

its meetings can perform all of the duties and responsibilities which might be performed by a committee.

We do not currently have an

audit committee financial expert.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

No executive officer, director

or any member of these individuals’ immediate families or any corporation or organization with whom any of these individuals is

an affiliate is or has been indebted to us since the beginning of our last fiscal year.

FAMILY RELATIONSHIPS

There are no family relationships

among our executive officers and directors.

CODE OF ETHICS

We have adopted a Code of Ethics

that applies to all of our directors, officers and employees.

Our Code of Ethics is filed as an exhibit to our annual report on Form

10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 25, 2008.

If we make any amendments

to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit

waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives,

we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed

with the Securities and Exchange Commission.

LEGAL PROCEEDINGS

During the past ten years, none

of our directors, executive officers, promoters, control persons, or nominees has been:

the subject of any bankruptcy petition filed by or against any business

of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to

convicted in a criminal proceeding or is subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining,

barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

found by a court of competent jurisdiction (in a civil action), the

SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

the subject of, or a party to, any Federal or State judicial or administrative

order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any

Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

or temporary or permanent cease-and-desist order, or removal or prohibition order;

or (c) any law or regulation prohibiting mail

or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently

reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent

exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted

a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined

that it is in the best interests of the Company and its stockholders to combine these roles.

Due to the small size and early stage of

the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion and provides clear leadership

for the Company, with a single person setting the tone and managing our operations.

The Board oversees specific risks, including, but

not limited to:

appointing, retaining and overseeing the work of the independent auditors,

including resolving disagreements between the management and the independent auditors relating to financial reporting;

approving all auditing and non-auditing services permitted to be performed

by the independent auditors;

reviewing annually the independence and quality control procedures

of the independent auditors;

reviewing, approving, and overseeing risks arising from proposed related

party transactions;

discussing the annual audited financial statements with the management;

meeting separately with the independent auditors to discuss critical

accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence

letter and other material written communications between the independent auditors and the management;

monitoring the risks associated with management resources, structure,

succession planning, development and selection processes, including evaluating the effect the compensation structure may have on

risk decisions.

Board of Directors Meetings and Attendance

We have no formal policy regarding

director attendance at the annual meeting of stockholders.

The Board of Directors held seven (7) meetings in 2024 including three (3)

meetings prior to filing our quarterly reports and one (1) meeting prior to filing this annual report.

All Board members were present

at all of the meetings.

Insider Trading Policy

Given our small size,

our board of directors has not yet adopted an insider trading policy that is appropriate for a company of our size.

The board intends

to consider adopting an appropriate insider trading policy in the future.

EXECUTIVE COMPENSATION.

The following table summarizes

all compensation recorded by us in each of the last two completed fiscal years for the named executive officers.

and Principal Position

Incentive Plan Compensation

Non-Qualified

Deferred Compensation

Other Compensation

and Acting CFO

and Vice President

Calculated at fair value in accordance with

the authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based

upon the grant date and recognized over the vesting period.

On the grant date of February 18, 2021, half of the shares vested immediately,

and the remaining half shall become exercisable in equal amounts over a twenty-four (24) month period during the term of the Optionee’s

On June 29, 2021, the Company repriced the options and recognized additional compensation expense per ASC 718.

was granted options to purchase 50,000,000 shares of common stock at various exercise prices, with a fair value of $2,796,269 calculated

using the Black Scholes method.

As of June 30, 2023, all stock options were cancelled.

was granted options to purchase 400,000,000 shares of common stock at an exercise prices of $0.021 - $0.091, with a cumulative fair

value of $32,384,870 calculated using the Black Scholes method.

Calculated at fair value in accordance with the authoritative guidance

provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and

recognized over the vesting period.

On the grant date of March 20, 2023, the options had a six (6) month cliff, plus a thirty (30)

month vesting period options shall become exercisable during the term of the Optionee’s employment.

Hall was granted options

to purchase 50,000,000 shares of common stock at an exercise price of $0.0137, with a fair value of $160,400 calculated using the

Black Scholes method.

Lee resigned as chief executive officer on June 15, 2023.

Hill was appointed as Chief Executive Officer on June 15, 2023 and Vice President in March 20, 2023.

December 21, 2022, Spencer Hall informed the Company of his decision to resign as Chief Operating

Officer of the Company to pursue other opportunities effective December 31, 2022.

March 11, 2023, the Company and Mr.

Hill was appointed as Chief Executive Officer on June 15, 2023

and Vice President in March 20, 2023.

Employment Agreements

On March 11, 2023, the Company

Hill entered into an employment offer letter (the “Employment Offer Agreement”).

to the terms of the Employment Offer Agreement, Mr.

Pursuant to the terms of the Employment

Offer Agreement, Mr.

Hill is entitled to an annual base salary of $250,000.

Hill will also receive

50,000,000 stock options, each to vest over a three-year period and subject to a six-month cliff.

March 14, 2023, the board of directors approved an increase to the base salary of David Lee, the Company’s President and Acting

Chief Financial Officer, resulting in a base salary of $300,000, effective March 1, 2023.

Company currently has no employment agreement with Mr.

Benefit Plans

Company currently has no benefit plans in place for its employees.

receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of

Currently, our directors do not receive monetary compensation for their service on the Board of Directors.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth, as of March 15, 2024, the number of and percent of our common stock beneficially owned by:

directors and nominees, naming them,

executive officers,

directors and executive officers as a group, without naming them, and

or groups known by us to own beneficially 5% or more of our common stock:

believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 11, 2024, upon the exercise

of options, warrants or convertible securities.

Each beneficial owner’s percentage ownership is determined by assuming that options,

warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60

days of March 15, 2024 have been exercised and converted.

Unless otherwise indicated, the address of each of the following beneficial

owner is c/o NewHydrogen, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387.

of Beneficial Owner

of Shares of Common Stock

Pursuant to the terms of the Offer Employment Agreement,

Hill was granted stock options to purchase 50,000,000 shares of common stock of the Company which vests over a three-year period,

subject to a six-month cliff.

On March 14, 2023, the board

of directors approved an increase to the base salary of David Lee, the Company’s President and Acting Chief Financial Officer,

resulting in a base salary of $300,000, effective March 1, 2023.

The Company currently does not have an employment agreement with Mr.

Employee Benefit Plans

The Company currently has no

benefit plans in place for its employees.

Director Compensation

Directors receive compensation

for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.

our directors do not receive monetary compensation for their service on the Board of Directors.

Policies and Practices related to the Grant of

Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (“MNPI”)

In accordance with Item

402(x) of Regulation S-K under the Securities Act, we are providing information regarding our procedures related to the

grant of certain equity awards close in time to the release of MNPI.

The timing of equity award grants is determined with consideration

to a variety of factors, including but not limited to market conditions and internal milestones.

The Company does not follow a predetermined

schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s

strategic objectives and to ensure the competitiveness of our compensation packages.

We have not timed, and do not plan to time, the disclosure

of MNPI for the purpose of affecting the value of executive compensation.

In the year ended December 31, 2024, no options were

granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of

a periodic or current report by us that disclosed MNPI.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS.

The following table sets forth,

as of March 11, 2025, the number of and percent of our common stock beneficially owned by:

all directors and nominees, naming them,

our executive officers,

our directors and executive officers as a group, without naming them, and

persons or groups known by us to own beneficially 5% or more of our common stock:

We believe that all persons named

in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

A person is deemed to be the

beneficial owner of securities that can be acquired by him within 60 days from March 11, 2024, upon the exercise of options, warrants

or convertible securities.

Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible

securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March 11, 2025 have

been exercised and converted.

Unless otherwise indicated, the address of each of the following beneficial owner is c/o NewHydrogen, Inc.,

27936 Vista Canyon Blvd, Suite 202, Santa Clarita, CA 91387.

Title of Class

Name of Beneficial Owner

Number of Shares of Common

Beneficially Owned

Percentage of

Common Stock Beneficially Owned(1)

1 unchanged sentence

Steven Hill (3)

All Executive Officers and Directors as

a Group (2 individuals)

upon 704,599,512 shares of common stock outstanding as of March 15, 2024.

4,769,290 shares of common stock and 400,000,000 shares of common stock underlying options that are fully vested and that will vest

within 60 days of the date of this report.

18,055,553 shares of common stock underlying options that are fully vested and that will vest within 60 days of the date of this

Authorized for Issuance Under Equity Compensation Plan

following table sets forth information about our equity compensation plans as of December 31, 2023.

All Executive Officers and Directors as a Group (2 individuals)

Based upon 704,599,512 shares of common stock outstanding as of March

Includes 4,769,290 shares of common stock and 400,000,000 shares of

common stock underlying options that are fully vested and that will vest within 60 days of the date of this report.

Includes 36,111,093 shares of common stock underlying options that

are fully vested and that will vest within 60 days of the date of this report.

Securities Authorized for Issuance

Under Equity Compensation Plan

The following table sets forth information about

our equity compensation plans as of December 31, 2024.

Plan Category

1 unchanged sentence

available for

Equity compensation plans approved

by security holders

Equity compensation

plans not approved by security holders

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

than compensation arrangements, there were no material related party transactions which were entered into during the last two fiscal

currently do not have any directors who are “independent” as defined under the NASDAQ Marketplace Rules.

ACCOUNTANT FEES AND SERVICES.

following table shows that fees that were billed to the Company by our independent registered public accounting firm for professional

services rendered in 2023 and 2022.

audit fees represent fees for professional services performed by M&K CPAS, PLLC (“M&K”) as applicable, for the audit

of our financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection

with statutory and regulatory filings or engagements.

Audit-Related

did not incur assurance and audit-related fees during 2023 and 2022, to M&K as applicable, nor in connection with the audit of our

financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

did not incur fees for tax compliance, tax advice, or tax planning for the years ended December 31, 2023 and 2022, respectively.

were no other fees billed to us by M&K as applicable, for services rendered to us during the years ended December 31, 2023 and 2022,

respectively, other than the services described above under “Audit Fees” and “Audit-Related Fees.”

of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other

things, bookkeeping services, appraisal or valuation services, or international audit services.

The policy provides that we engage our

independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings,

as set forth above.

AND FINANCIAL STATEMENT SCHEDULES.

Equity compensation plans approved by security holders

0.0121- 0.0137

Equity compensation plans not approved by security holders

0.0126-0.0223

Equity Compensation Plan

On April 11, 2022, the Company’s

Board of directors adopted the NewHydrogen, Inc.

2022 Equity Incentive Plan (the “Plan”).

The stated purposes of the Plan

are to (a) enable the Company, to attract and retain the types of employees, consultants and directors who will contribute to the Company’s

long range success;

(b) provide incentives that align the interests of Employees, Consultants and Directors with those of the stockholders

of the Company;

and (c) promote the success of the Company’s business.

maximum number of shares of common stock initially available for issuance under the Plan is 500,000,000 shares of common stock and thereafter

shall automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares

issuable under the Plan shall at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first

day of the Company’s fiscal year, unless the Company’s Board of Directors adopts a resolution providing that the number of

shares issuable under the 2022 Plan shall not be so increased.

The shares of common stock subject to stock awards granted under the Plan

that are canceled, forfeited or expire prior to exercise, either in full or in part, shall again become available for issuance under

the 2022 Plan.

Shares subject to a stock award under the Plan shall not again be made available for issuance or delivery under the Plan

if such shares are (a) shares tendered in payment of an option or (b) shares delivered or withheld by the Company to satisfy any tax

withholding obligation.

event of a change in control, the Company may, but shall not be obligated to:

(a) accelerate, vest or cause the restrictions to lapse

with respect to all or any portion of any stock award;

(b) cancel stock awards and cause to be paid to the holders of vested stock awards

the value of such stock awards, if any, as determined by the Company, in its sole discretion, it being understood that in the case of

any option with an option exercise price that equals or exceeds the price paid for a share of common stock in connection with the change

in control, the Company may cancel the option without the payment of consideration therefor;

stock awards or the assumption or replacement of such stock awards;

or (d) provide written notice to the holders that for a period of

at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares

of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and

be of no further force and effect.

Board may suspend or terminate the Plan at any time.

The Plan is scheduled to terminate automatically in ten (10) years following the

effective date.

No rights may be granted under the Plan while the Plan is suspended or after it is terminated.

The Board may amend or

modify the Plan at any time.

To the extent required by applicable law or regulation, and except as otherwise provided in the Plan, stockholder

approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the Plan,

(b) materially expands the class of individuals eligible to receive stock awards under the Plan, (c) materially increases the benefits

accruing to the participants under the Plan or materially reduces the price at which shares of common stock may be issued or purchased

under the Plan, (d) materially extends the term of the Plan, or (e) expands the types of awards available for issuance under the Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Other than compensation arrangements,

there were no material related party transactions which were entered into during the last two fiscal years.

Director Independence

We currently do not have any

directors who are “independent” as defined under the NASDAQ Marketplace Rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table shows that

fees that were billed to the Company by our independent registered public accounting firm for professional services rendered in 2024

The audit fees represent fees

for professional services performed by M&K CPAS, PLLC (“M&K”) as applicable, for the audit of our financial statements

and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and

regulatory filings or engagements.

Audit-Related Fees

We did not incur assurance and

audit-related fees during 2024 and 2023, to M&K as applicable, nor in connection with the audit of our financial statements for the

reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

We did not incur fees for tax

compliance, tax advice, or tax planning for the years ended December 31, 2024 and 2023, respectively.

All Other Fees

There were no other fees billed

to us by M&K as applicable, for services rendered to us during the years ended December 31, 2024 and 2023, respectively, other than

the services described above under “Audit Fees” and “Audit-Related Fees.”

As of the date of this filing,

our current policy is to not engage our independent registered public accounting firm to provide, among other things, bookkeeping services,

appraisal or valuation services, or international audit services.

The policy provides that we engage our independent registered public

accounting firm to provide audit and other assurance services, such as review of SEC reports or filings, as set forth above.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

of Incorporation of BioSolar Labs, Inc.

32 unchanged sentences

to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).

Development Agreement with Silico Ferrosolar SLU dated as of June 14, 2018 (Filed as an exhibit to the Company’s Current Report

on Form 8-K filed with the SEC on June 19, 2018).

Promissory Note dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the

SEC on January 20, 2021)

Purchase Agreement dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with

the SEC on January 20, 2021)

Letter dated as of January 22, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on

January 25, 2021)

of Securities Purchase Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form

8-K filed with the SEC on January 25, 2021)

of Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC

on January 25, 2021)

of Registration Rights Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form

8-K filed with the SEC on January 25, 2021)

of Placement Agent Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed

with the SEC on January 25, 2021)

of Pre-Funded warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with

the SEC on January 25, 2021)

Purchase Agreement dated as of March 9, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the

SEC on March 12, 2021)

of Securities Purchase Agreement dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K

filed with the SEC on April 6, 2021)

of Common Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the

SEC on April 6, 2021)

of Pre-Funded Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with

the SEC on April 6, 2021)

Manufacturing

Supply Agreement with Verde LLC dated February 2, 2022 (Reported on the Company’s current report on Form 8-K filed with the

SEC on February 8, 2022)

Convertible Promissory Note dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)

Securities Purchase Agreement dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)

Engagement Letter dated as of January 22, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Securities Purchase Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Registration Rights Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Placement Agent Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Pre-Funded warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Securities Purchase Agreement dated as of March 9, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021)

Form of Securities Purchase Agreement dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)

Form of Common Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)

Form of Pre-Funded Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)

NewHydrogen, Inc.

2022 Equity Incentive Plan (Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on April 13, 2022)

of Third Amendment to the Sponsored Research Agreement (Filed as an exhibit to the Company’s

current report on Form 8-K filed with the SEC on November 1, 2022)

Form of Third Amendment to the Sponsored Research Agreement (Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on November 1, 2022)

Employment Offer Agreement dated March 11, 2023 (Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 16, 2023)

Research Agreement with the Regents of the University of California, dated August 1, 2023 (Filed as exhibit to the Company’s current report on Form 8-K filed with the SEC on July 3, 2023)

Agreement with the Regents of the University of California, dated August 1, 2023 (Filed as exhibit to the Company’s current

report on Form 8-K filed with the SEC on July 3, 2023)

Consent of M&K CPAs, PLLC (filed herewith)

6 unchanged sentences

Section 1350 (filed herewith).

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Labels Linkbase

XBRL Taxonomy Extension Presentation Linkbase

10-K SUMMARY.

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on March 20,

EXECUTIVE OFFICER

EXECUTIVE OFFICER)

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

PRESIDENT AND

CHIEF FINANCIAL OFFICER

ACCOUNTING AND

FINANCIAL OFFICER)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Labels Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

FORM 10-K SUMMARY.

In accordance with Section 13

or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized,

in the City of Los Angeles, State of California, on March 25, 2025.

NEWHYDROGEN, INC.

/s/ Steven Hill

Chief Executive Officer and Director

CHIEF EXECUTIVE OFFICER

(PRINCIPAL EXECUTIVE OFFICER)

TO FINANCIAL STATEMENTS

Pursuant to the requirements

of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date

/s/ STEVEN HILL

CHIEF EXECUTIVE OFFICER

March 25, 2025

(PRINCIPAL EXECUTIVE OFFICER)

/s/ DAVID LEE

CHAIRMAN, PRESIDENT AND

March 25, 2025

ACTING CHIEF FINANCIAL OFFICER

(PRINCIPAL ACCOUNTING AND

FINANCIAL OFFICER)

INDEX TO FINANCIAL STATEMENTS

NEWHYDROGEN, INC.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - M&K CPAS, PLLC (PCAOB ID:

4 unchanged sentences

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

the Board of Directors and Stockholders of NewHydrogen, Inc.

30 unchanged sentences

a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated

2 unchanged sentences

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

The communication of the critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

discussed in Note 2 to the financial statements, the Company issues equity-based awards in accordance with ASC 718, Compensation.

management’s calculation of the fair value of equity-based awards can be a significant judgment given the fact that the Company

uses management estimates on various inputs to the calculation.

Other less complex equity awards are based upon the closing market price.

evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating

the fair value of the equity-based award.

We also ensured that the Company properly used the correct closing market price for other equity-based

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

to the net loss and negative cash flows from operations for the year, the Company evaluated the need for a going concern.

management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates

on future revenues and expenses which are not able to be easily substantiated.

evaluate the appropriateness of the lack of going concern paragraph in our audit opinion, we examined and evaluated the financial information

that was the initial cause for this consideration along with management’s plans to mitigate the going concern.

M&K CPAS, PLLC

1 unchanged sentence

Woodlands, TX

CURRENT ASSETS

NEWHYDROGEN, INC.

BALANCE SHEETS

December 31, 2024

December 31, 2023

CURRENT ASSETS

Prepaid expenses

TOTAL CURRENT ASSETS

PROPERTY AND EQUIPMENT

Machinery and equipment

accumulated depreciation

PROPERTY AND EQUIPMENT

Patents, net of amortization

of $ 24,179 and $ 21,157 , respectively

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES

payable and other payable

Less accumulated depreciation

NET PROPERTY AND EQUIPMENT

Patents, net of amortization of $ 27,201 and $ 24,179 respectively

TOTAL OTHER ASSETS

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and other payable

TOTAL CURRENT LIABILITIES

COMMITMENTS AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred

Stock, 34,853 and 34,853 shares outstanding, respectively, redeemable value of $ 3,485,313 and $ 3,485,313 , respectively

SHAREHOLDERS’ EQUITY

Preferred stock, $ 0.0001

Series C Convertible Preferred Stock,

34,853 and 34,853 shares outstanding, respectively, redeemable value of $ 3,485,313 and $ 3,485,313 , respectively

SHAREHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $ 0.0001 par value;

10,000,000 authorized shares

Common stock, $ 0.0001 par

Common stock, $ 0.0001 par value;

6,000,000,000 authorized shares 704,599,512 and 704,599,512 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 177,942,547 )

( 176,132,585 )

SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

the Years Ended

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

( 1,363,603 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER

31, 2024 AND 2023

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

OPERATING EXPENSES

administrative expenses

Selling and marketing expenses

General and administrative expenses

Research and development

and amortization

OPERATING EXPENSES

FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

Depreciation and amortization

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

( 1,814,580 )

1 unchanged sentence

OTHER INCOME/(EXPENSES)

OTHER INCOME (EXPENSES)

INCOME (LOSS)

$ ( 3,177,532 )

$ ( 12,085,528 )

AND DILUTED EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON

SHARES OUTSTANDING

OF SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

ENDED DECEMBER 31,2023 AND 2022

Balance at December 31, 2021

$ 164,000,447

( 160,869,525 )

Issuance of common stock warrants for cash

Stock and warrant compensation cost

( 28,010,062 )

Balance at March 31, 2022

( 188,879,587 )

Interest income

TOTAL OTHER INCOME (EXPENSES)

NET INCOME (LOSS)

$ ( 1,809,962 )

Stock and warrant compensation cost

Balance at June 30, 2022

$ ( 3,177,532 )

Common stock returned to the Company by unregistered

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

STATEMENTS OF SHAREHOLDERS’

FOR THE YEARS ENDED DECEMBER

31, 2024 AND 2023

ENDED DECEMBER 31,2024

at December 31, 2023

$ 176,279,264

Stock and warrant compensation cost

( 176,132,585 )

compensation cost

at March 31, 2024

( 176,603,589 )

Balance at September 30, 2022

compensation cost

at June 30, 2024

( 177,041,027 )

Stock and warrant compensation cost

compensation cost

at September 30, 2024

( 177,479,768 )

and warrant compensation cost

at December 31, 2024

( 177,942,547 )

Balance at December 31, 2022

( 1,363,603 )

Stock and warrant compensation cost

DECEMBER 31, 2023

at December 31, 2022

$ 174,272,031

( 172,955,053 )

Balance at March 31, 2023

and warrant compensation cost

( 1,631,500 )

Stock and warrant compensation cost

Balance at June 30, 2023

( 1,631,500 )

Stock and warrant compensation cost

Balance at September 30, 2023

at March 31, 2023

( 174,586,553 )

and warrant compensation cost

at June 30, 2023

( 175,248,171 )

Common stock surrendered and cancelled

Stock and warrant compensation cost

Balance at December

and warrant compensation cost

at September 30, 2023

( 175,688,814 )

stock surrendered and cancelled

and warrant compensation cost

at December 31, 2023

( 176,132,585 )

OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

CASH FLOWS FROM OPERATING

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER

31, 2024 AND 2023

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)

$ ( 1,809,962 )

$ ( 3,177,532 )

Adjustment to reconcile

net income(loss) to net cash (used in) provided by operating activities

Depreciation and amortization

Stock compensation expense

(Increase) Decrease in

Changes in Assets

Adjustment to reconcile net income(loss)

to net cash (used in) provided by operating activities

Depreciation and amortization expense

Non-cash stock compensation expense

(Increase) Decrease in Changes in Assets

Prepaid expenses

Increase (Decrease) in

Changes in Liabilities

CASH USED IN OPERATING ACTIVITIES

Increase (Decrease) in Changes in Liabilities

Accounts payable

NET CASH USED IN OPERATING ACTIVITIES

( 1,573,920 )

( 1,156,256 )

CASH FLOWS FROM INVESTING

CASH FLOWS FROM FINANCING

stock purchase warrants for cash

CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

NET CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

( 1,573,920 )

( 1,156,256 )

CASH, BEGINNING OF

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

SUPPLEMENTAL DISCLOSURES

OF CASH FLOW INFORMATION

SUPPLEMENTAL SCHEDULE OF

NON-CASH TRANSACTIONS

Return of common shares

stock surrendered and returned to authorized and unissued shares

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Interest paid

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Common stock surrendered and returned to authorized and unissued shares

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Basis of Presentation

OF PRESENTATION

(the “Company”) was incorporated in the state of Nevada on April 24, 2006.

The Company, based in Santa Clarita,

California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products.

are a developer of clean energy technologies.

Our current focus is on developing a green hydrogen production technology that uses water

and heat rather than electricity to produce the world’s cheapest green hydrogen.

Concern Substantial Doubt Alleviated

of the year ended December 31, 2023, the Company had a loss of $ 3,177,532 , which consisted of a non-cash amount of $ 2,007,180 for a net

cash loss of $ 1,170,352 .

As of December 31, 2023, its accumulated deficit was $ 176,132,585 .

believes the Company’s present cash flows will enable it to meet its obligations for twenty-four months from the date of these

financial statements.

Management will continue to assess it operational needs and seek additional financing as needed to fund its operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.

The condensed unaudited financial statements and notes are representations of the Company’s management, which is responsible for

their integrity and objectivity.

These accounting policies conform to accounting principles generally accepted in the United States of

America and have been consistently applied in the preparation of the financial statements.

Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement

exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable

is reasonably assured.

The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized

as performance obligations are satisfied and customers obtain control of goods or services.

However, in the event of a loss on a sale

is foreseen, the Company will recognize the loss as it is determined.

To date, the Company has not had significant revenues and is in

the development stage.

and Cash Equivalent

Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration

includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits.

throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits.

BASIS OF PRESENTATION

NewHydrogen, Inc.

(the “Company”)

was incorporated in the state of Nevada on April 24, 2006.

The Company, based in Santa Clarita, California, began operations on

April 25, 2006 to develop and market Photovoltaic solar technology products.

Line of Business

We are a developer of clean energy technologies.

Our current focus is on developing a green hydrogen production technology that uses water and heat rather than electricity to produce

the world’s cheapest green hydrogen.

Going Concern Substantial Doubt Alleviated

As of the year ended December 31, 2024,

the Company had a loss of $ 1,809,962 , which consisted of a non-cash amount of $ 229,220 for a net cash loss of $ 1,344,700 .

As of December

the cash balance in excess of the FDIC limits was $ 3,428,442 .

The Company has not experienced any losses in such accounts and believes

it is not exposed to any significant credit risk in these accounts.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the amounts reported in the accompanying financial statements.

Significant estimates made in preparing these

financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative

liabilities and the fair value of stock options.

31, 2024, its accumulated deficit was $ 177,942,547 .

Management believes the Company’s

present cash flows will enable it to meet its obligations for twelve months from the date of these financial statements.

will continue to assess its operational needs and seek additional financing as needed to fund its operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting

policies of the Company is presented to assist in understanding the Company’s financial statements.

The condensed unaudited financial

statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.

These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently

applied in the preparation of the financial statements.

Revenue Recognition

The Company will recognize revenue when

services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss

have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.

adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are

satisfied and customers obtain control of goods or services.

However, in the event of a loss on a sale is foreseen, the Company will

recognize the loss as it is determined.

To date, the Company has not had significant revenues and is in the development stage.

Cash and Cash Equivalent

The Company considers all highly liquid

investments with an original maturity of three months or less to be cash equivalents.

Concentration Risk

Cash includes amounts deposited in financial

institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits.

At times throughout the year, the Company may maintain

cash balances in certain bank accounts in excess of FDIC limits.

As of December 31, 2024, the cash balance in excess of the FDIC limits

was $ 1,854,521 .

The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit

risk in these accounts.

Use of Estimates

The preparation of financial statements

in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts

reported in the accompanying financial statements.

Significant estimates made in preparing these financial statements, include the estimate

of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options.

Actual results could differ from those estimates.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Equipment

and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are stated at cost,

and are depreciated using straight line over its estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

1 unchanged sentence

Machinery and equipment

expense for the years ended December 31, 2023 and 2022 were $ 1,084 and $ 1,192 , respectively.

Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering

for the back of photovoltaic solar modules traditionally made from petroleum-based film.

Intangible assets that have finite useful lives

continue to be amortized over their useful lives.

Depreciation expense for the years ended

December 31, 2024 and 2023 were $ 1,084 and $ 1,084 , respectively.

Intangible Assets

The Company has patent applications to

protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic

solar modules traditionally made from petroleum-based film.

Intangible assets that have finite useful lives continue to be amortized

over their useful lives.

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

1 unchanged sentence

Intangible assets

expense for the years ended December 31, 2023 and 2022 was $ 3,022 and $ 3,022 , respectively.

Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.

All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during

which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period).

expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration

received or the fair value of the equity instruments issued, whichever is more reliably measured.

Compensation expense for awards granted

is re-measured each period.

February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.091 .

29, 2021, the Company amended the exercise price to $ 0.028 per share.

The options expire, and all rights to purchase the shares shall

terminate seven ( 7 ) years from the date of grant or termination of employment.

Half of the 400,000,000 options vested immediately upon

grant , and the remaining half of the option to purchase 200,000,000 shares of the Company’s common stock shall become exercisable

in equal amounts over a twenty-four ( 24 ) month period during the term of the optionee’s employment, with the first installment

of 8,333,333 shares vesting on March 18, 2021.

The 50,000,000 options are exercisable in equal amounts over a thirty-six ( 36 ) month period

during the term of the optionee’s employment, with the first installment of 1,388,889 shares, vesting on March 18, 2021.

12, 2022, the Company cancelled the 450,000,000 stock options dated February 18, 2021, and concurrently granted 450,000,000 new options

to its’ employees for services.

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price

The initial exercise date of the warrants is March 1, 2024 at an exercise price of $ 0.0255 per share, with a termination date

of March 1, 2029.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services.

The options vest at a rate of 138,889

options per month for a thirty-six ( 36 ) month period during the term of the optionee’s consultancy with the Company.

amortization for the year ended December 31, 2024:

OF PATENT AMORTIZATION

Amortization expense for the years ended

December 31, 2024 and 2023 was $ 3,022 and $ 3,022 , respectively.

Stock-Based Compensation

The Company measures the cost of employee

services received in exchange for an equity award based on the grant-date fair value of the award.

All grants under our stock-based compensation

programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director

are required to provide service in exchange for the award (the vesting period).

Compensation expense for options granted to employees

and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of

the equity instruments issued, whichever is more reliably measured.

Compensation expense for awards granted is re-measured each period.

On March 1, 2022, the Company issued 5,000,000

common stock purchase warrants through a securities purchase agreement for a purchase price of $ 1,000 .

The initial exercise date of the warrants is March 1, 2024 at an exercise price of $ 0.0255

per share, with a termination date of March 1, 2029.

As of December 31, 2024, the purchase warrants were still outstanding.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On March 15, 2022, the Company granted

5,000,000 stock options to a consultant for advisory services.

The options vest at a rate of 138,889 options per month for a thirty-six

( 36 ) month period during the term of the optionee’s consultancy with the Company.

As of December 31, 2024, the 5,000,000 stock

options were outstanding.

On April 12, 2022, the Company granted

an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of $ 0.021 .

The options expire, and all

rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination of employment.

The 400,000,000 options

are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338 shares are exercisable in equal

amounts over a ten ( 10 ) month period during the term of the optionee’s employment until the Option is 100 % vested.

The 50,000,000

options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554 shares are exercisable in

equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s employment until the Options is 100 % vested.

On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled as of June 11, 2023.

As of December

31, 2023, the 5,000,000 stock options were outstanding.

April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of

The options expire, and all rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination

of employment.

The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338

shares are exercisable in equal amounts over a ten ( 10 ) month period during the term of the optionee’s employment until the Option

is 100 % vested.

The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554

shares are exercisable in equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s employment until

the Options is 100 % vested.

On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled

as of June 11, 2023.

As of December 31, 2023, the other 400,000,000 stock options remain outstanding.

March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal

to the number of option shares at the exercise price of $ 0.0137 per share.

The options were granted pursuant to the terms of the Company’s

2022 Equity Incentive Plan.

The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested

and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty ( 30 ) month

period during the term of the participant’s employment until the option is 100 % vested.

The unvested portion of the option will

not be exercisable on or after the termination of continuous service.

31, 2024, the other 400,000,000 stock options remain outstanding.

On March 20, 2023, the Company granted

50,000,000 shares of stock options, to purchase the total number of shares of common stock equal to the number of option shares at the

exercise price of $ 0.0137 per share.

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan.

The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested and exercisable on September

19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty ( 30 ) month period during the term of the

participant’s employment until the option is 100 % vested.

The unvested portion of the option will not be exercisable on or after

the termination of continuous service.

As of December 31, 2024, 50,000,000 stock options remain outstanding.

May 9, 2023, the Company granted 5,000,000 shares of stock options to a consultant, with an exercise price of $ 0.0126 , and an expiration

date of May 31, 2033.

The Options vest over a thirty-six ( 36 ) month period from June 1, 2023, with 833,360 options vesting on November

30, 2023, and 138,888 options vested at the end of each month from the end of the seventh month through May 31, 2026.

As of December

31, 2023, 5,000,000 stock options remain outstanding.

June 15, 2023, the Company granted 100,000,000

shares of stock options to two employees of the Company, with an exercise price of $ 0.0121 ,

and an expiration date of June 15, 2030.

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive

The grant of the options was made in consideration of the services rendered and to be rendered by the employees to the

The 100,000,000

options vest and are exercisable in four (4) separate tranches based on performance as follows:

Tranche I -12,500,000 shares shall become vested and exercisable if the Company files an S-3 registration statement with the

Securities and Exchange Commission (SEC) and it is declared effective by the SEC;

(b) Tranche II – 12,500,000 shares shall

become vested and exercisable if the Company’s shares are traded on a national securities exchange;

12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceeds

$100,000 per day over any 20 consecutive trade days;

and (d) Tranche IV – 12,500,000 shares shall become vested and

exercisable if the average daily market value of the Company’s shares exceed $200,000 per day over any 20 consecutive trade

On May 9, 2023, the Company granted 5,000,000

shares of stock options to a consultant, with an exercise price of $ 0.0126 , and an expiration date of May 31, 2033.

The Options vest

over a thirty-six ( 36 ) month period from June 1, 2023, with 833,360 options vesting on November 30, 2023, and 138,888 options vested

at the end of each month from the end of the seventh month through May 31, 2026.

As of December 31, 2024, 5,000,000 stock options remain

On June 15, 2023, the Company granted

100,000,000 shares of stock options to two employees of the Company, with an exercise price of $ 0.0121 , and an expiration date of June

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan.

The grant of the options

was made in consideration of the services rendered and to be rendered by the employees to the Company.

The 100,000,000 options vest and

are exercisable in four (4) separate tranches based on performance as follows:

(a) Tranche I -12,500,000 shares shall become vested and

exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission (SEC) and it is declared effective

(b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s shares are traded on

a national securities exchange;

value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days;

and (d) Tranche IV – 12,500,000

shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed $200,000 per day over

any 20 consecutive trade days.

As of December 31, 2023, none of the performance milestones were met and the options remain unvested.

Management believes the

probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during next 12 months based on

the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day.

As of December 31,

2023, 100,000,000

shares remain outstanding .

the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life

of the stock-based payment and stock price volatility.

The Company used Black Scholes to value its stock option awards which incorporated

the Company’s stock price, volatility, U.S.

Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during

next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day.

As of December 31, 2024, 100,000,000 shares remain outstanding.

Determining the appropriate fair value

of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment

and stock price volatility.

The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock

price, volatility, U.S.

risk-free rate, dividend rate, and estimated life.

The stock options terminate seven

(7) year0s from the date of grant or upon termination of employment .

As of December 31, 2023, the aggregate total of 560,000,000 stock

options were outstanding.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Development

and development costs are expensed as incurred.

Total research and development costs were $ 202,878 and $ 1,095,483 for the years ended

December 31, 2023 and 2022, respectively.

Earnings (Loss) per Share Calculations

earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share.

Basic earnings

(loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year.

Diluted net earnings

(loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect

of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).

the years ended December 31, 2023, the Company has not included shares issuable from 560,000,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

the years ended December 31, 2022, the Company has not included shares issuable from 455,000,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

The stock options terminate seven ( 7 ) years from the date

of grant or upon termination of employment.

As of December 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed

Total research and development costs were $ 362,538 and $ 202,878 for the years ended December 31, 2024 and 2023, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates

the calculation of basic earnings (loss) per share and diluted earnings per share.

Basic earnings (loss) per share are computed by dividing

by the weighted average number of common shares outstanding during the year.

Diluted net earnings (loss) per share is computed similar

to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards

(Note 4), plus the assumed conversion of convertible debt (Note 5).

For the year ended December 31, 2024 and

2023, the Company has not included shares issuable from 560,000,000 stock options and 228,958,334 warrants, because their impact on the

income per share is antidilutive.

SCHEDULE OF NET EARNINGS PER SHARE

For the Years

Income (Loss)

to common shareholders (Numerator)

For the Years Ended

Income (Loss) to common shareholders (Numerator)

$ ( 1,809,962 )

$ ( 3,177,532 )

Basic weighted average number of common

shares outstanding (Denominator)

Diluted weighted average number of common

shares outstanding (Denominator)

Value of Financial Instruments

Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is

practicable to estimate that value.

As of December 31, 2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

and accrued expenses, approximate the fair value because of their short maturities.

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

Basic weighted average number of common shares outstanding (Denominator)

Diluted weighted average number of common shares outstanding (Denominator)

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires

disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value.

of December 31, 2024, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate

the fair value because of their short maturities.

Fair value is defined as the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and

the lowest priority to unobservable inputs (level 3 measurements).

These tiers include:

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

measure certain financial instruments at fair value on a recurring basis.

As of December 31, 2023, there were no financial instruments

Issued Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect

on the accompanying condensed financial statements.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Level 1, defined as observable inputs such as quoted prices for identical

instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets

that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices

for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market

data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in

which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments

at fair value on a recurring basis.

As of December 31, 2024, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

Management does not believe that any recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial

CAPITAL STOCK

Stock December 31, 2023 and 2022

of December 31, 2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 ,

and a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares

of common stock of the Company .

The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders

of common stock, except upon liquidation, dissolution and winding up of the Corporation.

The holder has the right, at any time, at its

election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $ 0.0014 and has no voting rights.

Stock December 31, 2023

the years ended December 31, 2023, the Company did not issue any common stocks.

September 18, 2023, the Corporation entered into an agreement with certain shareholders who agreed to surrender for cancellation, an

aggregate of 527,334 shares of common stock of the Corporation (the “Surrendered Shares”) which they own.

The Surrendered

Shares were cancelled and returned to the status of authorized and unissued shares of common stock of the Corporation on October 25,

Stock December 31, 2022

the year ended December 31, 2022, the Company issued 5,000,000 common stock purchase warrants for cash in the amount of $ 1,000 .

the year ended December 31, 2022, the Company had 10,369,205 shares of common stock returned due to the investor being an unregistered

Preferred Stock December 31, 2024

As of December 31, 2024, the Company had

a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 , and a stated face value of one hundred

dollars ($100) per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company.

holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders of common stock, except upon liquidation,

dissolution and winding up of the Corporation.

The holder has the right, at any time, at its election, to convert shares of Series C

Preferred Stock into common stock at a conversion price of $ 0.0014 and has no voting rights.

Common Stock December 31, 2024 and

During the years ended December 31, 2024

and 2023, the Company did not issue any common stocks.

On September 18, 2023, the Corporation

entered into an agreement with certain shareholders who agreed to surrender for cancellation, an aggregate of 527,334 shares of common

stock of the Corporation (the “Surrendered Shares”) which they own.

The Surrendered Shares were cancelled and returned to

the status of authorized and unissued shares of common stock of the Corporation on October 25, 2023.

STOCK OPTIONS AND WARRANTS

the year ended December 31, 2023 and 2022, the Company granted stock options in the amount of 155,000,000 , and 455,000,000 , respectively.

Stock Options

As of December 31, 2024 and 2023, the

Company granted stock options in the amount of 0 , and 155,000,000 , respectively.

(See Note 2).

SCHEDULE OF STOCK OPTIONS

average exercise price

Outstanding as of the beginning

of the periods

Number of Options

Weighted average exercise

Number of Options

Weighted average exercise

Outstanding as of the beginning of the periods

Expired/Cancelled

( 50,000,000 )

( 465,950,000 )

Outstanding as of the

end of the periods

Exercisable as of the

end of the periods

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of options outstanding as of December 31, 2023 and 2022 was as follows:

Outstanding as of the end of the periods

Exercisable as of the end of the periods

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual

life of options outstanding as of December 31, 2024 and 2023 was as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

Options Outstanding

Options Exercisable

Average Remaining Contractual Life (years)

Options Outstanding

Options Exercisable

Average Remaining Contractual Life (years)

stock-based compensation expense recognized in the statement of operations during the years ended December 31, 2023 and 2022, were $ 2,007,180

and $ 10,269,548 , respectively.

of December 31, 2023, there was no intrinsic value with regards to the outstanding options.

of December 31, 2023, the Company issued no common stock purchase warrants during the year ended December 31, 2023.

During the year ended

December 31, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase

price of $ 1,000 .

of December 31, 2023 and 2022, the outstanding warrants were as follows:

Exercisable Price

Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining

Contractual Life (years)

Exercisable Price

Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining

Contractual Life (years)

The stock-based compensation expense recognized

in the statement of operations during the years ended December 31, 2024 and 2023, were $ 229,220 and $ 2,007,180 , respectively.

As of December 31, 2023, there was no

intrinsic value with regards to the outstanding options.

As of December 31, 2024 and 2023, the

Company issued no common stock purchase warrants during the years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the

outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

average exercise price

Outstanding as of the beginning

of the periods

Outstanding as of the

end of the periods

Exercisable as of the

end of the periods

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of the warrants outstanding as of December 31, 2023 was as follows:

Number of Options

Weighted average exercise

Number of Options

Weighted average exercise

Outstanding as of the beginning of the periods

Outstanding as of the end of the periods

Exercisable as of the end of the periods

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND

STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual

life of the warrants outstanding as of December 31, 2024 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Warrants Outstanding

Warrants Exercisable

Average Remaining

was no warrant compensation recognized as of December 31, 2023.

Exercisable Price

Stock Warrants Outstanding

Stock Warrants Exercisable

Weighted Average Remaining

Contractual Life (years)

There was no warrant compensation recognized

as of December 31, 2024.

COMMITMENTS AND CONTINGENCIES

Company rents office space on a yearly basis with a monthly rent payment in the amount of $ 550 .

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising.

Such matters are subject

to many uncertainties, and outcomes are not predictable with assurance.

In the opinion of management, the ultimate disposition of these

matters will not have a material adverse effect on the Company’s financial position or results of operations.

May 30, 2023, the Company amended the agreement dated March 15, 2022 entered into with a consultant regarding an advisory agreement for

services of various aspects of the Company’s business, including but not limited to technology, business development, and product

The Company granted 5,000,000 common stock options, vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months

The Company rents office space on a yearly

basis with a monthly rent payment in the amount of $ 550 .

In the normal course of business, the

Company may be involved in legal proceedings, claims and assessments arising.

Such matters are subject to many uncertainties, and outcomes

are not predictable with assurance.

In the opinion of management, the ultimate disposition of these matters will not have a material

adverse effect on the Company’s financial position or results of operations.

On May 30, 2023, the Company amended the

agreement dated March 15, 2022 entered into with a consultant regarding an advisory agreement for services of various aspects of the

Company’s business, including but not limited to technology, business development, and product development.

The Company granted

5,000,000 common stock options, vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months of consecutive service to the

In lieu of a fixed monthly cash compensation of $ 5,000 , the Company will provide the Advisor with a cash compensation based

on an hourly rate of $ 200 for the services specifically requested by the Company.

This amendment shall be effective on June 15, 2023,

and will continue on a month-to-month basis until terminated at the earlier of March 15, 2025, or any time by either party with a 5-day

written notice from on party to the other.

All other items in the Advisory agreement dated March 15, 2022, remain effective subject to

the termination claim above.

On August 1, 2023, the Company entered

into an agreement with the Regents of the University of California, to perform research that would benefit both the University and the

Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the University.

The cost to Sponsor for

the University’s performance shall not exceed $ 716,326 .

This agreement shall be performed on a cost-reimbursement basis.

When expenditures

reach the above amount, the Sponsor will not be required to fund, and the University will not be required to perform additional work

hereunder unless by mutual agreement of both parties.

During the year ended December 31, 2024, the University was paid $ 269,224 .

December 31, 2024, there remains $ 180,285 per the agreement.

On December 9, 2024, the Company entered

into an agreement with a consultant to provide an advisory service in developing technology and products for the production of green

The Company granted 2,500,000 common stock options, vesting at a rate of 69,444 options per month for thirty-five ( 35 ) months

of consecutive service to the Company.

In lieu of a fixed monthly cash compensation of $ 5,000 , the Company will provide the Advisor with

a cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company.

This amendment shall be effective

on June 15, 2023, and will continue on a month-to-month basis until terminated at the earlier of March 15, 2025, or any time by either

party with a 5-day written notice from on party to the other.

All other items in the Advisory agreement dated March 15, 2022, remain

effective subject to the termination claim above.

August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would

benefit both the University and the Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the

The cost to Sponsor for the University’s performance shall not exceed $ 716,326 .

This agreement shall be performed on

a cost-reimbursement basis.

When expenditures reach the above amount, the Sponsor will not be required to fund, and the University will

not be required to perform additional work hereunder unless by mutual agreement of both parties.

During the year ended December 31, 2023,

the University was paid $ 177,878 .

of December 31, 2023, there were no legal proceedings against the Company.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

December 22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S.

Act lowered the Company’s U.S.

The remaining 69,460 options will be vested at the end of the thirty six ( 36 ) month.

The Agreement

will continue on a month-to-month basis until terminated at the earlier of:

(i) 36 months from the date of this Agreement, or (ii) any

time by either party with a 5-day written notice from one party to the other.

On December 17, 2024, the Company entered

an agreement with a consultant to provide laboratory support for the development of technology for the production of green hydrogen.

The Company agreed to pay Consultant cash compensation of $ 175 per hour for providing the service.

The Agreement will continue until

terminated at the earlier of:

(i) conclusion of the work or (ii) any time by either party with a 5-day written notice from one party

to the other.

As of December 31, 2024, there were no

legal proceedings against the Company.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND

On December 22, 2017, the U.S.

the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S.

The Act lowered the Company’s U.S.

statutory federal income tax rate from 35 % to 21 % effective January 1, 2018.

Company files income tax returns in the U.S.

The Company files income tax returns in

Federal jurisdiction, and the state of California.

With few exceptions, the Company is no

longer subject to U.S.

federal, state and local, or non-U.S.

With few exceptions, the Company is no longer subject to U.S.

federal, state

and local, or non-U.S.

income tax examinations by tax authorities for years before 2021.

in the balance at December 31, 2023, are no tax positions for which the ultimate deductibility is highly certain, but for which there

is uncertainty about the timing of such deductibility.

Because of the impact of deferred tax accounting, other than interest and penalties,

the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment

of cash to the taxing authority to an earlier period.

Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating

During the year ended December 31, 2023, the Company did not recognize interest and penalties.

of December 31, 2023, the Company had net operating loss carry forwards of approximately $ 14,658,507 that may be offset against future

taxable income.

No tax benefit has been reported in the December 31, 2023 financial statements since the potential tax benefit is offset

by a valuation allowance of the same amount.

income tax provision differs from the amount of income tax determined by applying the U.S.

federal and state income tax rate to pretax

income from continuing operations for the years ended December 31, 2023 and 2022 due to the following:

Included in the balance at December 31,

2024, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing

of such deductibility.

Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter

deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority

to an earlier period.

The Company’s policy is to recognize

interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

During the year ended

December 31, 2024, the Company did not recognize interest and penalties.

As of December 31, 2024, the Company had

net operating loss carry forwards of approximately $ 17,980,000 that may be offset against future taxable income.

No tax benefit has been

reported in the December 31, 2024 financial statements since the potential tax benefit is offset by a valuation allowance of the same

The income tax provision differs from

the amount of income tax determined by applying the U.S.

federal and state income tax rate to pretax income from continuing operations

for the years ended December 31, 2024 and 2023 due to the following:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE

Book Income (Loss)

( 2,537,960 )

Non-deductible expenses

1 unchanged sentence

Income tax expense

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and

tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the

difference between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation

allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

deferred tax assets consist of the following components as of December 31, 2023 and 2022:

Deferred taxes are provided on a liability

method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred

tax liabilities are recognized for taxable temporary differences.

Temporary differences are the difference between the reported amounts

of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,

it is more likely than not that some portion or all the deferred tax assets will not be realized.

Deferred tax assets and liabilities

are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the

following components as of December 31, 2024 and 2023:

SCHEDULE OF NET DEFERRED TAX ASSETS

6 unchanged sentences

Net deferred tax asset

to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting

purposes are subject to annual limitations.

Should a change in ownership occur, net operating loss carry forwards may be limited as to

use in future years.

Due to the change in ownership provisions

of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.

Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

SEGMENT INFORMATION

The Company operates as a single reporting segment

engaged in developing a technology that uses water and heat rather than electricity to produce the lowest cost green hydrogen.

Operating Decision Makers are the Company’s Chief Executive officer and its President, who together (the “CODM”), evaluate

company performance based on Net income (loss), determined in accordance with U.S.

GAAP, and Adjusted EBDITA, a non-GAAP measure.

The Company defines Adjusted EBITDA as income from

operations, determined in accordance with GAAP, excluding the following:

· depreciation

and amortization of property and equipment;

· amortization

of acquired intangible assets;

and stock-based compensation

The CODM uses these measures to assess profitability

and guide resource allocations, and believes that Adjusted EBITA, when reviewed in conjunction with Net income (loss), is a useful measure

to assess the Company’s performance and liquidity, as it provides meaningful operating results by excluding the effects of expenses

that are not reflective of the Company’s operating business performance.

In addition, the CODM uses Adjusted EBITA to understand

and compare operating results across accounting periods, and for financial and operational decision-making and resource allocation.

presentation of Adjusted EBITA is not intended to be considered in isolation or as a substitute for the financial information prepared

in accordance with GAAP.

The CODM conducts quarterly financial reviews, focusing

on research expenditures, operational efficiency, investment decisions, including capital expenditures for new research activities, are

made based on expected return on investment and regulatory environment in which the Company operates.

The table below provides the Company’s Net

loss, Operating Expenses, Other Income, and a reconciliation of Income/Loss to Adjusted EBITDA for the year ended December 31, 2024 and

2023 (in thousands):

SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND A RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITA

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

LESS OPERATING EXPENSES

Selling and marketing expenses

General and administrative expenses

Research and development

( 1,810,474 )

( 3,175,144 )

Depreciation and amortization

SEGMENT NET LOSS

$ ( 1,814,580 )

$ ( 3,179,250 )

Reconciliation of profit or loss

Adjustment and reconciling items

Consolidated Net Income

$ ( 1,809,962 )

$ ( 3,177,532 )

SUBSEQUENT EVENT

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report.

Management has evaluated subsequent events

according to the requirements of ASC TOPIC 855 and has one subsequent event to report.

On March 5, 2025, the Company jointly filed a

patent application in the United States with the University of California, Santa Barbara, for its innovative hydrogen production process.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures