10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-54819

NEWHYDROGEN, INC.

(Name of registrant in its charter)

Nevada	20-4754291
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387

(Address of principal executive offices) (Zip Code)

Registrant’s telephone Number: (661) 251-0001

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock issued and outstanding as of August 4, 2023 was 705,126,846.

NEWHYDROGEN, INC.

INDEX

		Page
PART I: FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statement of Shareholders’ Deficit	3
	Condensed Statements of Cash Flows	4
	Notes to the Condensed Financial Statements	5
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 4	CONTROLS AND PROCEDURES	16
PART II: OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	17
ITEM 1A	RISK FACTORS	17
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4	MINE SAFETY DISCLOSURES	17
ITEM 5	OTHER INFORMATION	17
ITEM 6	EXHIBITS	17
SIGNATURES		18

i

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEWHYDROGEN, INC.

CONDENSED BALANCE SHEET

	June 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	4,412,599		$	4,834,697
Prepaid expenses		31,833			10,540
TOTAL CURRENT ASSETS		4,444,432			4,845,237
PROPERTY AND EQUIPMENT
Machinery and equipment		37,225			37,225
Less accumulated depreciation		(35,100	)		(34,558	)
NET PROPERTY AND EQUIPMENT		2,125			2,667
OTHER ASSETS
Patents, net of amortization of $22,668 and $21,157, respectively		22,668			24,179
Deposit		770			770
TOTAL OTHER ASSETS		23,438			24,949
TOTAL ASSETS	$	4,469,995		$	4,872,853
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and other payable	$	17,586		$	49
TOTAL CURRENT LIABILITIES		17,586			49
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		3,485,313			3,485,313
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 10,000,000 authorized shares		-			-
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 705,126,846 and 715,496,051 shares issued and outstanding, respectively		70,513			70,513
Additional paid in capital		176,144,754			174,272,031
Accumulated deficit		(175,248,171	)		(172,955,053	)
TOTAL SHAREHOLDERS’ EQUITY		967,096			1,387,491
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,469,995		$	4,872,853

The accompanying notes are an integral part of these unaudited condensed financial statements.

1

NEWHYDROGEN, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

	Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
REVENUE	$	-		$	-		$	-		$	-
OPERATING EXPENSES
General and administrative expenses		651,040			3,229,645			2,266,978			5,809,704
Research and development		10,000			230,546			25,000			451,092
Depreciation and amortization		1,027			1,070			2,053			2,161
TOTAL OPERATING EXPENSES		662,067			3,461,261			2,294,031			6,262,957
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(662,067	)		(3,461,261	)		(2,294,031	)		(6,262,957	)
OTHER INCOME/(EXPENSES)
Interest income		449			601			913			1,235
TOTAL OTHER INCOME (EXPENSES)		449			601			913			1,235
NET INCOME (LOSS)	$	(661,618	)	$	(3,460,660	)	$	(2,293,118	)	$	(6,261,722	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		705,126,846			715,496,051			705,126,846			715,496,051

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

NEWHYDROGEN, INC.

CONDENSED STATEMENT OF SHAREHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

	SIX MONTHS ENDED JUNE 30, 2022
	Preferred Stock						Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2021		-		-	$	3,485,313		715,496,051	$	71,549	$	164,000,447		(160,869,525	)		3,202,471
Issuance of common stock warrants for cash		-		-		-		-		-		1,000		-			1,000
Stock and warrant compensation cost		-		-		-		-		-		5,423,031		-			5,423,031
Net Loss		-		-		-		-		-		-		(6,261,722	)		(6,261,722	)
Balance at June 30, 2022 (unaudited)		-	$	-	$	3,485,313		715,496,051	$	71,549	$	169,424,478	$	(167,131,247	)	$	2,364,780

	SIX MONTHS ENDED JUNE 30, 2023
	Preferred Stock						Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2022		-	$	-		3,485,313		705,126,846	$	70,513	$	174,272,031	$	(172,955,053	)	$	1,387,491
Stock compensation cost		-		-		-		-		-		1,872,723		-			1,872,723
Net Loss		-		-		-		-		-		-		(2,293,118	)		(2,293,118	)
Balance at June 30, 2023 (unaudited)		-	$	-	$	3,485,313		705,126,846	$	70,513	$	176,144,754	$	(175,248,171	)	$	967,096

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

NEWHYDROGEN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

	Six Months Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(2,293,118	)	$	(6,261,722	)
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense		2,053			2,161
Stock compensation expense		1,872,723			5,423,031
(Increase) Decrease in Changes in Assets
Prepaid expenses		(21,293	)		(27,838	)
Increase (Decrease) in Changes in Liabilities
Accounts payable		17,537			(1,779	)
NET CASH USED IN OPERATING ACTIVITIES		(422,098	)		(866,147	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock purchase warrants for cash		-			1,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			1,000
NET INCREASE IN CASH		(422,098	)		(865,147	)
CASH, BEGINNING OF PERIOD		4,834,697			6,645,710
CASH, END OF PERIOD	$	4,412,599		$	5,780,563
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

1. Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the December 31, 2022.

Going Concern Substantial Doubt Alleviated

As of the six months ended June 30, 2023, the Company had a loss of $2,293,118, which consisted of a non-cash amount of $1,872,723 for a net cash loss of $420,395. As of June 30, 2023, its accumulated deficit was $175,248,171.

Management 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 its operational needs and seek additional financing as needed to fund its operations.

2. 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. 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.

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 June 30, 2023, the cash balance in excess of the FDIC limits was $4,162,599. 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.

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the six months ended June 30, 2023 and 2022 were $542 and $2,161, respectively.

5

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

	Useful Lives		6/30/2023			12/31/2022
Patents			$	45,336		$	45,336
Less accumulated amortization		15 years		(22,668	)		(21,157	)
			$	22,668		$	24,179

Amortization expense for the six months ended June 30, 2023 and 2022 was $1,511 and $1,511, 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 February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $0.091. On September 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. On April 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.

6

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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 June 30, 2023, 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 June 30, 2023, 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 June 30, 2023, 50,000,000 stock options remain outstanding.

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 June 30, 2023, 5,00,000 stock options remain outstanding.

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 15, 2030. 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 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; (c) Tranche III – 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 days. As of June 30, 2023, none of the performance milestones were met and the options remain unvested. As of June 30, 2023, 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) years from the date of grant or upon termination of employment. As of June 30, 2023, the aggregate total of 560,000,000 stock options were outstanding.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $25,000 and $451,092 for the six months ended June 30, 2023 and 2022, respectively.

7

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 six months ended June 30, 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.

For the three months ended June 30, 2022, the Company has not included shares issuable from 468,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

	For the Six Months Ended
	June 30,
	2023			2022
Income (Loss) to common shareholders (Numerator)	$	(2,293,118	)	$	(6,261,722	)
Basic weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051
Diluted weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051

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. As of June 30, 2023, 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 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). These tiers include:

● 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; and

● 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.

8

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

We measure certain financial instruments at fair value on a recurring basis. As of June 30, 2023, 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 statements.

3. CAPITAL STOCK

Preferred Stock June 30, 2023 and 2022

As of June 30, 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 are 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 June 30, 2023 and 2022

During the six months ended June 30, 2023, the Company did not issue any common stocks.

4. STOCK OPTIONS AND WARRANTS

Stock Options

During the six months ended June 30, 2023, the Company granted stock options in the amount of 155,000,000. (See Note 2).

	6/30/2023					6/30/22
	Number of Options			Weighted average exercise price		Number of Options			Weighted average exercise price
Outstanding as of the beginning of the periods		455,000,000		$	0.0296		465,950,000		$	0.0385
Granted		155,000,000		$	0.0126		455,000,000		$	0.0210
Exercised		-			-		-			-
Expired/Cancelled		(50,000,000	)		-		(452,450,000	)		(0.0283	)
Outstanding as of the end of the periods		560,000,000		$	0.0172		468,500,000		$	0.0279
Exercisable as of the end of the periods		402,294,144		$	0.0210		378,265,187		$	0.0296

9

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of options outstanding as of June 30, 2023 and 2022 was as follows:

6/30/2023								6/30/2022
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)
$	0.0137		50,000,000		-		6.72	$	-		-		-		-
$	0.0126		5,000,000		138,893		9.93	$	-		-		-		-
$	0.0121		100,000,000		-		6.96	$	-		-		-		-
$	-		-		-		-	$	0.26		13,500,000		13,500,000		0.18
$	0.0223		5,000,000		2,155,251		1.71	$	0.223		5,000,000		488,584		2.71
$	0.0210		400,000,000		400,000,000		5.79	$	0.028		450,000,000		362,276,603		6.79
			560,000,000		402,294,144						468,500,000		376,265,187

The stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2023 and 2022, were $1,872,723 and $5,423,031, respectively.

As of June 30, 2023, there was no intrinsic value with regards to the outstanding options.

Warrants

As of June 30, 2023, the Company issued no common stock purchase warrants during the six months ended June 30, 2023. During the six months ended June 30, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

As of June 30, 2023 and 2022, the outstanding warrants were as follows:

	6/30/2023				6/30/2022
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		228,958,334	$	0.0488		223,958,334	$	0.0488
Granted		-		-		-		-
Purchased		-		-		5,000,000	$	0.0255
Outstanding as of the end of the periods		228,958,334	$	0.0483		228,958,334	$	0.0483
Exercisable as of the end of the periods		228,958,334				228,958,334

10

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of the warrants outstanding as of June 30, 2023 was as follows:

6/30/23
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000		3.71
$	0.04		125,000,000		125,000,000		2.77
$	0.05		9,375,000		9,375,000		2.76
$	0.06		83,333,334		83,333,334		3.08
$	0.075		6,250,000		6,250,000		3.08
			228,958,334		228,958,334

There was no warrant compensation recognized as of June 30, 2023.

5. COMMITMENTS AND CONTINGENCIES

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 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.

As of June 30, 2023, there were no legal proceedings against the Company.

6. SUBSEQUENT EVENT

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

11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note on Forward-Looking Statements.

Certain statements in “Management’s Discussion and Analysis and Results of Operations” below, and elsewhere in this quarterly report, are not related to historical results, and are forward-looking statements. Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this quarterly report. Subsequent written and oral forward looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on March 10, 2023, and in other reports filed by us with the SEC.

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report.

Overview

We are a developer of clean energy technologies. Our current focus is on developing an electrolyzer technology to lower the cost of Green Hydrogen production.

Hydrogen is the cleanest and most abundant fuel in the universe. It is zero-emission and only produces water vapor when used. However, hydrogen does not exist in its pure form on Earth so it must be extracted. For centuries, scientists have known how to electricity to split water into hydrogen and oxygen using a device called an electrolyzer. Electrolyzers installed behind a solar farm or wind farm can use renewable electricity to split water, thereby producing Green Hydrogen. However, modern electrolyzers still cost too much. The chemical catalysts that enable the water-splitting reactions are currently made from platinum and iridium - both are very expensive precious metals. These catalysts account for nearly 50% of the cost of the electrolyzer.

We are developing technologies to significantly reduce or replace catalysts made from rare materials with catalysts made from inexpensive earth abundant materials in electrolyzers to lower the cost of Green Hydrogen, thus help usher in a Green Hydrogen economy. In a 2020 report, Goldman Sachs estimates that Green Hydrogen will be a $12 trillion market opportunity by 2050.

We have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules.

Recent Transactions

Resignation of Chief Executive Officer

On June 15, 2023, Mr. David Lee resigned from his position as Chief Executive Officer of the Company. Mr. Lee will continue to serve as the Company’s President, Acting Chief Financial Officer and Chairman of the board of directors.

12

Appointment of New Chief Executive Officer

On June 15, 2023, the Company appointed Mr. Steven Hill as Chief Executive Officer of the Company. Mr. Hill was appointed as Vice President and a Director of the Company in March 2023.

Research Agreement

On June 28, 2023, we entered into a Research Agreement (the “Agreement”) with The Regents of the University of California (the “University”), on behalf of its Santa Barbara Campus. Pursuant to the Agreement, the University will perform certain research with respect to Thermochemical Water Splitting for Hydrogen Production from Water. The Agreement provides that the research will be completed under the direction of Professors Phillip Christopher and Eric McFarland, who will serve as principal Investigators. The Agreement also sets forth the rights to any data or information developed by the University under the Agreement, as well as the ownership of any patentable developments or discoveries arising from the Agreement. The effective date of the Agreement is August 1, 2023 and the term of the Agreement runs through July 31, 2025.

Application of Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using a Binomial lattice valuation model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

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.

Fair Value of Financial Instruments

Our cash, cash equivalents, investments, inventory, prepaid expenses, and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments.

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements during the six months ended June 30, 2023, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited financial statements.

Results of Operations – Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022.

OPERATING EXPENSES

General and Administrative Expenses

General and administrative (“G&A”) expenses decreased by $2,578,605 to $651,040 for the three months ended June 30, 2023, compared to $3,229,645 for the prior period ended June 30, 2022. The primary decrease in G&A expenses was the result of a decrease in fair value of non-cash stock compensation of $2,645,209, with an overall increase in G&A expenses of $66,604.

13

Research and Development

Research and Development (“R&D”) expenses decreased by $220,546 to $10,000 for the three months ended June 30, 2023, compared to $230,546 for the prior period ended June 30, 2022. This overall decrease in R&D expenses was the result of a decrease in outside research fees.

Depreciation

Depreciation and amortization expense for the three months ended June 30, 2023 and 2022 was $1,027 and $1,070, respectively.

Other Income/(Expenses)

Other income and (expenses) decreased by $151 to $449 for the three months ended June 30, 2023, compared to $601 for the prior period ended June 30, 2022. The decrease in other income and (expenses) was the result of a decrease in interest income of $151. The decrease in other income and (expenses) was primarily due to the net change in interest income.

Net Income (Loss)

Our net loss for the three months ended June 30, 2023 was $661,618, compared to $3,460,660 for the prior period ended June 30, 2022. The decrease in net loss was due to a decrease in non-cash other income associated with the net change in stock option expense in the current period. These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.

Results of Operations – Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022.

OPERATING EXPENSES

General and Administrative Expenses

General and administrative (“G&A”) expenses decreased by $3,542,726 to $2,266,978 for the six months ended June 30, 2023, compared to $5,809,704 for the prior period ended June 30, 2022. The primary decrease in G&A expenses was the result of a decrease in fair value of non-cash stock compensation of $3,550,308, with an overall increase in G&A expenses of $7,582.

Research and Development

Research and Development (“R&D”) expenses decreased by $426,092 to $25,000 for the six months ended June 30, 2023, compared to $451,092 for the prior period ended June 30, 2022. This overall decrease in R&D expenses was the result of a decrease in outside research fees.

14

Depreciation

Depreciation and amortization expense for the six months ended June 30, 2023 and 2022 was $2,053 and $2,161, respectively.

Other Income/(Expenses)

Other income and (expenses) decreased by $322 to $913 for the six months ended June 30, 2023, compared to $1,235 for the prior period ended June 30, 2022. The decrease in other income and (expenses) was the result of a decrease in interest income of $322. The decrease in other income and (expenses) was primarily due to the net change in interest income.

Net Income (Loss)

Our net loss for the six months ended June 30, 2023 was $2,293,118, compared to $6,261,722 for the prior period ended June 30, 2022. The majority of the decrease in net loss was due to a decrease in non-cash other income associated with the net change in stock option expense in the current period. These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

The unaudited condensed financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the six months ended June 30, 2023, we did not generate any revenues, and recognized a net loss of $2,293,118, due to a change in non-cash stock compensation, and cash of $422,098 used in operations. As of June 30, 2023, we had working capital of $4,426,846 and a shareholders’ equity of $967,096.

Management believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors. Management believes that funding from existing and prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt-financing or cause substantial dilution for our stockholders, in case of equity financing.

As of June 30, 2023, we had working capital of $4,426,846 compared to $4,845,188 for the year ended December 31, 2022. This decrease in working capital was due primarily to a decrease in cash.

15

During the six months ended June 30, 2023, we used $422,098 of cash for operating activities, as compared to $866,147 for the prior period ended June 30, 2022. The decrease in the use of cash for operating activities for the current period was a result of a decrease in professional fees and research and development cost.

Net cash provided from equity financing activities was $0 for the six months ended June 30, 2023, as compared to $1,000 for the prior period ended June 30, 2022. The decrease was due to less equity financing during the current period. Our capital needs have primarily been met from the proceeds of the sale of our securities, as we currently have not generated any revenues.

Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2022, expressed substantial doubt about our ability to continue as a going concern without additional capital becoming available. Our financial statements as of June 30, 2023 have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern ultimately is dependent upon our ability to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen. The Company’s current focus is on developing lower cost replacements for precious metal based catalysts for hydrogen electrolyzers.

Our plan of operation within the next twelve months is to utilize our cash balances to expand the existing electrolyzer technology program focused on significantly reducing or replacing rare materials in electrolyzers with inexpensive earth abundant materials to help usher in a Green Hydrogen economy.

We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next twenty-four months. Management estimates that it will require additional cash resources during 2025, based upon its current operating plan and condition. We expect increased expenses during the third quarter of 2023 as we ramp up prototyping efforts for electrolyzer incorporating our catalyst technology as well as commence an additional related technology program.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and acting chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded as of June 30, 2023, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and acting chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

16

Changes in Internal Control over Financial Reporting

There was no change to our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of the date of this report, we are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Registrant’s annual report on Form 10-K filed on March 10, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Description
10.1	Research Agreement with The Regents of the University of California, dated August 1, 2023 (filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on July 3, 2023).
31.1	Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).
31.2	Certification by Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).
32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
32.2	Certification by Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
EX-101.INS	Inline XBRL Instance Document
EX-101.SCH	Inline XBRL Taxonomy Extension Schema Document
EX-101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

17

SIGNATURES

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 August 7, 2023.

NEWHYDROGEN, INC.
By:	/s/ Steven Hill
	Chief Executive Officer
	(Principal Executive Officer
By:	/s/ David Lee
	Chairman, President and Acting Chief Financial Officer
	(Principal Financial and Accounting Officer)

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OR RULE 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Steven Hill, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of NewHydrogen, Inc. for the quarter ended June 30, 2023;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2023

/s/ Steven Hill

Steven Hill

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) OR RULE 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

I, David Lee, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of NewHydrogen, Inc. for the quarter ended June 30, 2023;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2023

/s/ David Lee

David Lee

Chairman, President and Acting Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NewHydrogen, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Hill, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 7, 2023

/s/ Steven Hill

Steven Hill

Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NewHydrogen, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Lee, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 7, 2023

/s/ David Lee

David Lee

Chairman, President and Acting Chief Financial Officer

(Acting Principal Financial and Accounting Officer)

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 04, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-54819
Entity Registrant Name	NEWHYDROGEN, INC.
Entity Central Index Key	0001371128
Entity Tax Identification Number	20-4754291
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	27936 Lost Canyon Road
Entity Address, Address Line Two	Suite 202
Entity Address, City or Town	Santa Clarita
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91387
City Area Code	661
Local Phone Number	251-0001
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		705,126,846

XML

Condensed Balance Sheet - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 4,412,599	$ 4,834,697
Prepaid expenses	31,833	10,540
TOTAL CURRENT ASSETS	4,444,432	4,845,237
PROPERTY AND EQUIPMENT
Machinery and equipment	37,225	37,225
Less accumulated depreciation	(35,100)	(34,558)
NET PROPERTY AND EQUIPMENT	2,125	2,667
OTHER ASSETS
Patents, net of amortization of $22,668 and $21,157, respectively	22,668	24,179
Deposit	770	770
TOTAL OTHER ASSETS	23,438	24,949
TOTAL ASSETS	4,469,995	4,872,853
CURRENT LIABILITIES
Accounts payable and other payable	17,586	49
TOTAL CURRENT LIABILITIES	17,586	49
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	3,485,313	3,485,313
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 10,000,000 authorized shares
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 705,126,846 and 715,496,051 shares issued and outstanding, respectively	70,513	70,513
Additional paid in capital	176,144,754	174,272,031
Accumulated deficit	(175,248,171)	(172,955,053)
TOTAL SHAREHOLDERS’ EQUITY	967,096	1,387,491
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 4,469,995	$ 4,872,853

XML

Condensed Balance Sheet (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Patents, amortization	$ 22,668	$ 21,157
Temporary equity, shares outstanding	34,853	34,853
Temporary equity, redeemable value	$ 3,485,313	$ 3,485,313
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares, issued	705,126,846	715,496,051
Common stock, shares, outstanding	705,126,846	715,496,051

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
REVENUE
OPERATING EXPENSES
General and administrative expenses	651,040	3,229,645	2,266,978	5,809,704
Research and development	10,000	230,546	25,000	451,092
Depreciation and amortization	1,027	1,070	2,053	2,161
TOTAL OPERATING EXPENSES	662,067	3,461,261	2,294,031	6,262,957
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)	(662,067)	(3,461,261)	(2,294,031)	(6,262,957)
OTHER INCOME/(EXPENSES)
Interest income	449	601	913	1,235
TOTAL OTHER INCOME (EXPENSES)	449	601	913	1,235
NET INCOME (LOSS)	$ (661,618)	$ (3,460,660)	$ (2,293,118)	$ (6,261,722)
BASIC EARNINGS (LOSS) PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
DILUTED EARNINGS (LOSS) PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC	705,126,846	715,496,051	705,126,846	715,496,051
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING DILUTED	705,126,846	715,496,051	705,126,846	715,496,051

XML

Condensed Statement of Shareholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Mezzanine [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 3,485,313	$ 71,549	$ 164,000,447	$ (160,869,525)	$ 3,202,471
Balance, shares at Dec. 31, 2021			715,496,051
Issuance of common stock warrants for cash				1,000		1,000
Stock compensation cost				5,423,031		5,423,031
Net Loss					(6,261,722)	(6,261,722)
Balance at Jun. 30, 2022		3,485,313	$ 71,549	169,424,478	(167,131,247)	2,364,780
Balance, shares at Jun. 30, 2022			715,496,051
Balance at Dec. 31, 2022		3,485,313	$ 70,513	174,272,031	(172,955,053)	1,387,491
Balance, shares at Dec. 31, 2022			705,126,846
Stock compensation cost				1,872,723		1,872,723
Net Loss					(2,293,118)	(2,293,118)
Balance at Jun. 30, 2023		$ 3,485,313	$ 70,513	$ 176,144,754	$ (175,248,171)	$ 967,096
Balance, shares at Jun. 30, 2023			705,126,846

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (2,293,118)	$ (6,261,722)
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense	2,053	2,161
Stock compensation expense	1,872,723	5,423,031
(Increase) Decrease in Changes in Assets
Prepaid expenses	(21,293)	(27,838)
Increase (Decrease) in Changes in Liabilities
Accounts payable	17,537	(1,779)
NET CASH USED IN OPERATING ACTIVITIES	(422,098)	(866,147)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock purchase warrants for cash		1,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,000
NET INCREASE IN CASH	(422,098)	(865,147)
CASH, BEGINNING OF PERIOD	4,834,697	6,645,710
CASH, END OF PERIOD	4,412,599	5,780,563
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
Taxes paid

XML

Basis of Presentation

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the December 31, 2022.

Going Concern Substantial Doubt Alleviated

As of the six months ended June 30, 2023, the Company had a loss of $2,293,118, which consisted of a non-cash amount of $1,872,723 for a net cash loss of $420,395. As of June 30, 2023, its accumulated deficit was $175,248,171.

Management 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 its operational needs and seek additional financing as needed to fund its operations.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. 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. 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.

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 June 30, 2023, the cash balance in excess of the FDIC limits was $4,162,599. 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.

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the six months ended June 30, 2023 and 2022 were $542 and $2,161, respectively.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

	Useful Lives		6/30/2023			12/31/2022
Patents			$	45,336		$	45,336
Less accumulated amortization		15 years		(22,668	)		(21,157	)
			$	22,668		$	24,179

Amortization expense for the six months ended June 30, 2023 and 2022 was $1,511 and $1,511, 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 February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $0.091. On September 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. On April 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.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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 June 30, 2023, 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 June 30, 2023, 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 June 30, 2023, 50,000,000 stock options remain outstanding.

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 June 30, 2023, 5,00,000 stock options remain outstanding.

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 15, 2030. 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 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; (c) Tranche III – 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 days. As of June 30, 2023, none of the performance milestones were met and the options remain unvested. As of June 30, 2023, 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) years from the date of grant or upon termination of employment. As of June 30, 2023, the aggregate total of 560,000,000 stock options were outstanding.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $25,000 and $451,092 for the six months ended June 30, 2023 and 2022, respectively.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 six months ended June 30, 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.

For the three months ended June 30, 2022, the Company has not included shares issuable from 468,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

	For the Six Months Ended
	June 30,
	2023			2022
Income (Loss) to common shareholders (Numerator)	$	(2,293,118	)	$	(6,261,722	)
Basic weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051
Diluted weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051

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. As of June 30, 2023, 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 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). These tiers include:

● 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; and

● 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.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

We measure certain financial instruments at fair value on a recurring basis. As of June 30, 2023, 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 statements.

XML

CAPITAL STOCK

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

CAPITAL STOCK

3. CAPITAL STOCK

Preferred Stock June 30, 2023 and 2022

As of June 30, 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 are 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 June 30, 2023 and 2022

During the six months ended June 30, 2023, the Company did not issue any common stocks.

XML

STOCK OPTIONS AND WARRANTS

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS AND WARRANTS

4. STOCK OPTIONS AND WARRANTS

Stock Options

During the six months ended June 30, 2023, the Company granted stock options in the amount of 155,000,000. (See Note 2).

	6/30/2023					6/30/22
	Number of Options			Weighted average exercise price		Number of Options			Weighted average exercise price
Outstanding as of the beginning of the periods		455,000,000		$	0.0296		465,950,000		$	0.0385
Granted		155,000,000		$	0.0126		455,000,000		$	0.0210
Exercised		-			-		-			-
Expired/Cancelled		(50,000,000	)		-		(452,450,000	)		(0.0283	)
Outstanding as of the end of the periods		560,000,000		$	0.0172		468,500,000		$	0.0279
Exercisable as of the end of the periods		402,294,144		$	0.0210		378,265,187		$	0.0296

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of options outstanding as of June 30, 2023 and 2022 was as follows:

6/30/2023								6/30/2022
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)
$	0.0137		50,000,000		-		6.72	$	-		-		-		-
$	0.0126		5,000,000		138,893		9.93	$	-		-		-		-
$	0.0121		100,000,000		-		6.96	$	-		-		-		-
$	-		-		-		-	$	0.26		13,500,000		13,500,000		0.18
$	0.0223		5,000,000		2,155,251		1.71	$	0.223		5,000,000		488,584		2.71
$	0.0210		400,000,000		400,000,000		5.79	$	0.028		450,000,000		362,276,603		6.79
			560,000,000		402,294,144						468,500,000		376,265,187

The stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2023 and 2022, were $1,872,723 and $5,423,031, respectively.

As of June 30, 2023, there was no intrinsic value with regards to the outstanding options.

Warrants

As of June 30, 2023, the Company issued no common stock purchase warrants during the six months ended June 30, 2023. During the six months ended June 30, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

As of June 30, 2023 and 2022, the outstanding warrants were as follows:

	6/30/2023				6/30/2022
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		228,958,334	$	0.0488		223,958,334	$	0.0488
Granted		-		-		-		-
Purchased		-		-		5,000,000	$	0.0255
Outstanding as of the end of the periods		228,958,334	$	0.0483		228,958,334	$	0.0483
Exercisable as of the end of the periods		228,958,334				228,958,334

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of the warrants outstanding as of June 30, 2023 was as follows:

6/30/23
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000		3.71
$	0.04		125,000,000		125,000,000		2.77
$	0.05		9,375,000		9,375,000		2.76
$	0.06		83,333,334		83,333,334		3.08
$	0.075		6,250,000		6,250,000		3.08
			228,958,334		228,958,334

There was no warrant compensation recognized as of June 30, 2023.

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

5. COMMITMENTS AND CONTINGENCIES

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 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.

As of June 30, 2023, there were no legal proceedings against the Company.

XML

SUBSEQUENT EVENT

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENT

6. SUBSEQUENT EVENT

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

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Revenue Recognition

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. 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.

Cash and Cash Equivalent

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

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 June 30, 2023, the cash balance in excess of the FDIC limits was $4,162,599. 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

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.

Property and Equipment

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the six months ended June 30, 2023 and 2022 were $542 and $2,161, respectively.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

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.

	Useful Lives		6/30/2023			12/31/2022
Patents			$	45,336		$	45,336
Less accumulated amortization		15 years		(22,668	)		(21,157	)
			$	22,668		$	24,179

Amortization expense for the six months ended June 30, 2023 and 2022 was $1,511 and $1,511, respectively.

Stock-Based Compensation

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

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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 June 30, 2023, 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 June 30, 2023, 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 June 30, 2023, 50,000,000 stock options remain outstanding.

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 June 30, 2023, 5,00,000 stock options remain outstanding.

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 15, 2030. 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 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; (c) Tranche III – 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 days. As of June 30, 2023, none of the performance milestones were met and the options remain unvested. As of June 30, 2023, 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) years from the date of grant or upon termination of employment. As of June 30, 2023, the aggregate total of 560,000,000 stock options were outstanding.

Research and Development

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $25,000 and $451,092 for the six months ended June 30, 2023 and 2022, respectively.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Earnings (Loss) per Share Calculations

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 six months ended June 30, 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.

For the three months ended June 30, 2022, the Company has not included shares issuable from 468,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

	For the Six Months Ended
	June 30,
	2023			2022
Income (Loss) to common shareholders (Numerator)	$	(2,293,118	)	$	(6,261,722	)
Basic weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051
Diluted weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051

Fair Value of Financial Instruments

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. As of June 30, 2023, 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 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). These tiers include:

● 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; and

● 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.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

We measure certain financial instruments at fair value on a recurring basis. As of June 30, 2023, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

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 statements.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

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

Computer equipment	5 Years
Machinery and equipment	10 Years

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

	Useful Lives		6/30/2023			12/31/2022
Patents			$	45,336		$	45,336
Less accumulated amortization		15 years		(22,668	)		(21,157	)
			$	22,668		$	24,179

SCHEDULE OF NET EARNINGS PER SHARE

	For the Six Months Ended
	June 30,
	2023			2022
Income (Loss) to common shareholders (Numerator)	$	(2,293,118	)	$	(6,261,722	)
Basic weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051
Diluted weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051

XML

STOCK OPTIONS AND WARRANTS (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTIONS

	6/30/2023					6/30/22
	Number of Options			Weighted average exercise price		Number of Options			Weighted average exercise price
Outstanding as of the beginning of the periods		455,000,000		$	0.0296		465,950,000		$	0.0385
Granted		155,000,000		$	0.0126		455,000,000		$	0.0210
Exercised		-			-		-			-
Expired/Cancelled		(50,000,000	)		-		(452,450,000	)		(0.0283	)
Outstanding as of the end of the periods		560,000,000		$	0.0172		468,500,000		$	0.0279
Exercisable as of the end of the periods		402,294,144		$	0.0210		378,265,187		$	0.0296

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

The weighted average remaining contractual life of options outstanding as of June 30, 2023 and 2022 was as follows:

6/30/2023								6/30/2022
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)
$	0.0137		50,000,000		-		6.72	$	-		-		-		-
$	0.0126		5,000,000		138,893		9.93	$	-		-		-		-
$	0.0121		100,000,000		-		6.96	$	-		-		-		-
$	-		-		-		-	$	0.26		13,500,000		13,500,000		0.18
$	0.0223		5,000,000		2,155,251		1.71	$	0.223		5,000,000		488,584		2.71
$	0.0210		400,000,000		400,000,000		5.79	$	0.028		450,000,000		362,276,603		6.79
			560,000,000		402,294,144						468,500,000		376,265,187

SCHEDULE OF WARRANTS ACTIVITY

	6/30/2023				6/30/2022
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		228,958,334	$	0.0488		223,958,334	$	0.0488
Granted		-		-		-		-
Purchased		-		-		5,000,000	$	0.0255
Outstanding as of the end of the periods		228,958,334	$	0.0483		228,958,334	$	0.0483
Exercisable as of the end of the periods		228,958,334				228,958,334

SCHEDULE OF WARRANTS OUTSTANDING

The weighted average remaining contractual life of the warrants outstanding as of June 30, 2023 was as follows:

6/30/23
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000		3.71
$	0.04		125,000,000		125,000,000		2.77
$	0.05		9,375,000		9,375,000		2.76
$	0.06		83,333,334		83,333,334		3.08
$	0.075		6,250,000		6,250,000		3.08
			228,958,334		228,958,334

XML

Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Net loss	$ 661,618	$ 3,460,660	$ 2,293,118	$ 6,261,722
Noncash amount			1,872,723
Net cash loss			420,395
Accumulated deficit	$ 175,248,171		$ 175,248,171		$ 172,955,053

XML

SCHEDULE OF PROPERTY AND EQUIPMENT (Details)	Jun. 30, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	5 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	10 years

XML

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Patents	$ 45,336	$ 45,336
Less accumulated amortization	$ (22,668)	(21,157)
Intangible assets, useful lives	15 years
Intangible assets	$ 22,668	$ 24,179

XML

SCHEDULE OF NET EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accounting Policies [Abstract]
Income (Loss) to common shareholders (Numerator)			$ (2,293,118)	$ (6,261,722)
Basic weighted average number of common shares outstanding (Denominator)	705,126,846	715,496,051	705,126,846	715,496,051
Diluted weighted average number of common shares outstanding (Denominator)	705,126,846	715,496,051	705,126,846	715,496,051

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)													3 Months Ended		6 Months Ended
	Jun. 15, 2023	May 20, 2023	May 09, 2023	May 09, 2023	Mar. 20, 2023	Mar. 11, 2023	Apr. 12, 2022	Mar. 15, 2022	Mar. 01, 2022	Sep. 29, 2021	Mar. 18, 2021	Feb. 18, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cash in excess of FDIC limits													$ 4,162,599		$ 4,162,599
Depreciation expense															542	$ 2,161
Amortization expense															$ 1,511	$ 1,511
Stock options granted								5,000,000							155,000,000
Exercise price										$ 0.028					$ 0.0126	$ 0.0210
Option immediate exercisable													402,294,144	378,265,187	402,294,144	378,265,187
Options vesting								138,889
Issuance of common shares to purchase warrants													0	5,000,000	0	5,000,000
Purchase price of warrants																$ 1,000
Stock options, outstanding													560,000,000	468,500,000	560,000,000	468,500,000	455,000,000	465,950,000
Exercise price													$ 0.0210	$ 0.0296	$ 0.0210	$ 0.0296
Stock Options Outstanding													560,000,000	468,500,000	560,000,000	468,500,000
Stock options termination description															The stock options terminate seven (7) years from the date of grant or upon termination of employment.
Research and development costs													$ 10,000	$ 230,546	$ 25,000	$ 451,092
Warrants outstanding													228,958,334	228,958,334	228,958,334	228,958,334
Exercisable Prices One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding													50,000,000		50,000,000
Exercisable Prices Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding													5,000,000		5,000,000
Exercisable Prices Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding													100,000,000		100,000,000
Securities Purchase Agreement [Member] | Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common shares to purchase warrants									5,000,000
Purchase price of warrants									$ 1,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted	100,000,000			5,000,000	50,000,000
Exercise price	$ 0.0121		$ 0.0126		$ 0.0137
Exercisable period		36 months			30 months
Option immediate exercisable	100,000,000
Options vesting				138,888
Stock options, outstanding													560,000,000		560,000,000
Options vesting			833,360	833,360	41,666,667
Vested option percentage					100.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number					8,333,333
Stock options tranche description	(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 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; (c) Tranche III – 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 days. As of June 30, 2023, none of the performance milestones were met and the options remain unvested. As of June 30, 2023, 100,000,000 shares remain outstanding.
Equity Option [Member] | Exercisable Prices Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding													500,000		500,000
Equity Option [Member] | Exercisable Prices Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding													100,000,000		100,000,000
Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted							450,000,000					450,000,000
Exercise price												$ 0.091
Exercisable period							7 months					7 years
Vesting stock options description												Half of the 400,000,000 options vested immediately upon grant
Option immediate exercisable							316,666,662
Options vesting							400,000,000
Cancelled shares						50,000,000	450,000,000
Stock options, outstanding													400,000,000		400,000,000
Exercise price							$ 0.021
Options vesting							83,333,338
Employee [Member] | First Installment 24 Months [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercisable period												24 months
Options vesting											8,333,333
Employee [Member] | First Installment 36 Months [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted								5,000,000
Exercisable period								36 months			36 months
Options vesting								138,889			1,388,889
Stock options, outstanding													5,000,000		5,000,000
Employee [Member] | First Installment 10 Months [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercisable period							10 months
Option immediate exercisable							19,444,446
Options vesting							50,000,000
Options vesting							30,555,554
Vested option percentage							100.00%
Employee [Member] | First Installment 22 Months [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercisable period							22 months
Vested option percentage							100.00%
Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option immediate exercisable												200,000,000
Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option immediate exercisable											50,000,000

XML

CAPITAL STOCK (Details Narrative) - Series C Preferred Stock [Member]	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Class of Stock [Line Items]
Share conversion description	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
Debt conversion, shares | shares	34,853
Debt conversion, amount | $	$ 3,485,313
Preferred stock, stated value	$ 100
Preferred stock conversion price	$ 0.0014

XML

SCHEDULE OF STOCK OPTIONS (Details) - $ / shares		6 Months Ended
	Sep. 29, 2021	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding, Beginning Balance		455,000,000	465,950,000
Weighted average exercise price, Outstanding, Beginning Balance		$ 0.0296	$ 0.0385
Number of Options, Granted		155,000,000	455,000,000
Weighted average exercise price, Granted	$ 0.028	$ 0.0126	$ 0.0210
Number of Options, Exercised
Weighted average exercise price, Exercised
Number of Options, Expired/Cancelled		(50,000,000)	(452,450,000)
Weighted average exercise price, Exercised			$ (0.0283)
Number of Options, Outstanding, End Balance		560,000,000	468,500,000
Weighted average exercise price, Outstanding, End Balance		$ 0.0172	$ 0.0279
Number of Options, Exercisable, End Balance		402,294,144	378,265,187
Weighted average exercise price, Exercisable, End Balance		$ 0.0210	$ 0.0296

XML

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding	560,000,000	468,500,000
Stock Options Exercisable	402,294,144	376,265,187
Exercisable Prices One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.0137
Stock Options Outstanding	50,000,000
Stock Options Exercisable
Weighted Average Remaining Contractual Life (years)	6 years 8 months 19 days
Exercisable Prices Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.0126
Stock Options Outstanding	5,000,000
Stock Options Exercisable	138,893
Weighted Average Remaining Contractual Life (years)	9 years 11 months 4 days
Exercisable Prices Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.0121
Stock Options Outstanding	100,000,000
Stock Options Exercisable
Weighted Average Remaining Contractual Life (years)	6 years 11 months 15 days
Exercisable Prices Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price		$ 0.26
Stock Options Outstanding		13,500,000
Stock Options Exercisable		13,500,000
Weighted Average Remaining Contractual Life (years)		2 months 4 days
Exercisable Prices Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.0223	$ 0.223
Stock Options Outstanding	5,000,000	5,000,000
Stock Options Exercisable	2,155,251	488,584
Weighted Average Remaining Contractual Life (years)	1 year 8 months 15 days	2 years 8 months 15 days
Exercisable Prices Six [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.0210	$ 0.028
Stock Options Outstanding	400,000,000	450,000,000
Stock Options Exercisable	400,000,000	362,276,603
Weighted Average Remaining Contractual Life (years)	5 years 9 months 14 days	6 years 9 months 14 days

XML

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Number of Warrants, Outstanding as of the beginning of the periods	228,958,334	223,958,334
Weighted average exercise price, Outstanding as of the beginning of the periods	$ 0.0488	$ 0.0488
Number of Warrants, Issued
Weighted average exercise price, Issued
Number of Warrants, Purchased		5,000,000
Weighted average exercise price, Purchased		$ 0.0255
Number of Warrants, Outstanding as of the end of the periods	228,958,334	228,958,334
Weighted average exercise price, Outstanding as of the end of the periods	$ 0.0483	$ 0.0483
Number of Warrants, Exercisable as of the end of the periods	228,958,334	228,958,334

XML

SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Stock Warrants Outstanding	228,958,334	228,958,334	228,958,334	223,958,334
Stock Warrants Exercisable	228,958,334		228,958,334
Warrant One [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.0255
Stock Warrants Outstanding	5,000,000
Stock Warrants Exercisable	5,000,000
Weighted Average Remaining Contractua Life (years)	3 years 8 months 15 days
Warrant Two [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.04
Stock Warrants Outstanding	125,000,000
Stock Warrants Exercisable	125,000,000
Weighted Average Remaining Contractua Life (years)	2 years 9 months 7 days
Warrant Three [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.05
Stock Warrants Outstanding	9,375,000
Stock Warrants Exercisable	9,375,000
Weighted Average Remaining Contractua Life (years)	2 years 9 months 3 days
Warrant Four [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.06
Stock Warrants Outstanding	83,333,334
Stock Warrants Exercisable	83,333,334
Weighted Average Remaining Contractua Life (years)	3 years 29 days
Warrant Five [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.075
Stock Warrants Outstanding	6,250,000
Stock Warrants Exercisable	6,250,000
Weighted Average Remaining Contractua Life (years)	3 years 29 days

XML

STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)		6 Months Ended
	Mar. 15, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Number of options, granted	5,000,000	155,000,000
Stock-based compensation expense		$ 1,872,723	$ 5,423,031
Options outstanding, intrinsic value		$ 0
Warrants to purchase common stock		0	5,000,000
Purchase price of warrants			$ 1,000
Warrant compensation fair value		$ 0

XML

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		6 Months Ended
	Mar. 15, 2022	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Monthly rent payment		$ 550
Stock option granted shares	5,000,000	155,000,000
Vesting shares	138,889
Vesting period	36 months
Cash Compensation	$ 5,000
Services fee	$ 200