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 MARCH 31, 2024

☐ 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 May 10, 2024 was 704,599,512.

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	15
ITEM 4	CONTROLS AND PROCEDURES	15
PART II: OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	15
ITEM 1A	RISK FACTORS	15
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4	MINE SAFETY DISCLOSURES	16
ITEM 5	OTHER INFORMATION	16
ITEM 6	EXHIBITS	16
SIGNATURES		17

i

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEWHYDROGEN, INC.

CONDENSED BALANCE SHEET

	March 31, 2024			December 31, 2023
ASSETS
CURRENT ASSETS
Cash	$	3,247,036		$	3,678,441
Prepaid expenses		48,712			10,311
TOTAL CURRENT ASSETS		3,295,748			3,688,752
PROPERTY AND EQUIPMENT
Machinery and equipment		37,225			37,225
Less accumulated depreciation		(35,913	)		(35,642	)
NET PROPERTY AND EQUIPMENT		1,312			1,583
OTHER ASSETS
Patents, net of amortization of $24,935 and $24,179 respectively		20,401			21,157
Deposit		770			770
TOTAL OTHER ASSETS		21,171			21,927
TOTAL ASSETS	$	3,318,231		$	3,712,262
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and other payable	$	10,496		$	9,810
TOTAL CURRENT LIABILITIES		10,496			9,810
TOTAL LIABILITIES		10,496			9,810
COMMITMENTS AND CONTINGENCIES (See Note 9)		-			-
MEZZANINE (See Note 3)
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 (DEFICIT)
Preferred stock, $0.0001 par value; 10,000,000 authorized shares		-			-
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 704,599,512 and 704,599,512 shares issued and outstanding, respectively		70,460			70,460
Additional paid in capital		176,355,551			176,279,264
Accumulated deficit		(176,603,589	)		(176,132,585	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		(177,578	)		217,139
TOTAL LIABILITIES, MEZZANINE AND SHAREHOLDERS’ EQUITY (EQUITY)	$	3,318,231		$	3,712,262

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

1

NEWHYDROGEN, INC.

CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended
	March 31, 2024			March 31, 2023
REVENUE	$	-		$	-
OPERATING EXPENSES
General and administrative expenses		381,375			1,615,938
Research and development		88,939			15,000
Depreciation and amortization		1,027			1,026
TOTAL OPERATING EXPENSES		471,341			1,631,964
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(471,341	)		(1,631,964	)
OTHER INCOME/(EXPENSES)
Interest income		337			464
TOTAL OTHER INCOME (EXPENSES)		337			464
NET INCOME (LOSS)	$	(471,004	)	$	(1,631,500	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		704,599,512			705,126,846

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

2

NEWHYDROGEN, INC.

CONDENSED STATEMENT OF SHAREHOLDERS’ DEFICIT

	THREE MONTHS ENDED MARCH 31,2023
	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 and warrant compensation cost		-		-		-		-		-		1,474,225		-			1,474,225
Net Loss		-		-		-		-		-		-		(1,631,500	)		(1,631,500	)
Balance at March 31, 2023 (unaudited)		-	$	-		3,485,313		705,126,846		70,513		175,746,256		(174,586,553	)		1,230,216

	THREE MONTHS ENDED MARCH 31,2024
	Preferred Stock						Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2023		-	$	-	$	3,485,313		704,599,512	$	70,460	$	176,279,264		(176,132,585	)		217,139
Stock compensation cost		-		-		-		-		-		76,287		-			76,287
Net Loss		-		-		-		-		-		-		(471,004	)		(471,004	)
Balance at March 31, 2024 (unaudited)		-	$	-	$	3,485,313		704,599,512	$	70,460	$	176,355,551	$	(176,603,589	)	$	(177,578	)

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

3

NEWHYDROGEN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31, 2024			March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(471,004	)	$	(1,631,500	)
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense		1,027			1,026
Stock compensation expense		76,287			1,474,225
(Increase) Decrease in Changes in Assets
Prepaid expenses		(38,401	)		(38,168	)
Increase (Decrease) in Changes in Liabilities
Accounts payable		686			97
NET CASH USED IN OPERATING ACTIVITIES		(431,405	)		(194,320	)
NET CASH FLOWS FROM INVESTING ACTIVITIES		-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-
NET DECREASE IN CASH		(431,405	)		(194,320	)
CASH, BEGINNING OF PERIOD	$	3,678,441		$	4,834,697
CASH, END OF PERIOD	$	3,247,036		$	4,640,377
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	337		$	-
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 THREE MONTHS ENDED MARCH 31, 2024 AND 2023

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 three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the December 31, 2023.

Going Concern

As of the three months ended March 31, 2024, the Company had a loss of $471,004, which consisted of a non-cash amount of $76,287 for a net cash loss of $394,717. As of March 31, 2024, its accumulated deficit was $176,603,589.

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 it 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 March 31, 2024, the cash balance in excess of the FDIC limits was $2,997,036. 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.

5

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the three months ended March 31, 2024 and 2023 were $271 and $271, respectively.

Intangible Assets

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	3/31/2024			3/31/2023
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(24,935	)		(24,179	)
		$	20,401		$	21,157

Amortization expense for the three months ended March 31, 2024 and 2023 was $756 and $756, 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.

On March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000. The initial exercise date of the warrants is March 1, 2024 at an exercise price of $0.0255 per share, with a termination date of March 1, 2029.

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NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services. The options vest at a rate of 138,889 options per month for a thirty-six (36) month period during the term of the optionee’s consultancy with the Company. As of March 31, 2024, the 5,000,000 stock options were outstanding.

On April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of $0.021. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338 shares are exercisable in equal amounts over a ten (10) month period during the term of the optionee’s employment until the Option is 100% vested. The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554 shares are exercisable in equal amounts over a twenty-two (22) month period during the term of the optionee’s employment until the Options is 100% vested. On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled as of June 11, 2023. As of March 31, 2024, the other 400,000,000 stock options remain outstanding.

On March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal to the number of option shares at the exercise price of $0.0137 per share. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan. The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty (30) month period during the term of the participant’s employment until the option is 100% vested. The unvested portion of the option will not be exercisable on or after the termination of continuous service. As of March 31, 2024, 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 March 31, 2024, 5,000,000 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 December 31, 2023, none of the performance milestones were met and the options remain unvested. Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day. As of March 31, 2024, 100,000,000 shares remain outstanding.

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) year0s from the date of grant or upon termination of employment. As of March 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

7

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $88,939 and $15,000 for the three months ended March 31, 2024 and 2023, respectively.

Advertising

The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $74,971 and $0 for the three months ended March 31, 2024 and 2023, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).  

For the three months ended March 31, 2024, 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 March 31, 2023, the Company has not included shares issuable from 505,000,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

	For the Three Months Ended March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(471,004	)	$	(1,631,500	)
Basic weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846
Diluted weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846

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 March 31, 2024, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement 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:

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NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; 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.

We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2024, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

3. PREFERRED STOCK

Preferred Stock December 31, 2024 and 2023

As of March 31, 2024, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $3,485,313, and a stated face value of one hundred dollars ($100) per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company. The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders of common stock, except upon liquidation, dissolution and winding up of the Corporation. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.0014 and has no voting rights.

The preferred shares have been classified under mezzanine, since it is a hybrid of capital that is between equity and senior debt in the capital structure of the Company. The lender has the option to convert their debt into an equity interest in the Company in case of default, after other senior lenders are paid.

4. COMMON STOCK

Common Stock March 31, 2024 and 2023

During the three months ended March 31, 2024 and 2023, the Company did not issue any common stocks.

5. STOCK OPTIONS AND WARRANTS

Stock Options

During the three months ended March 31, 2024 and 2023, the Company granted the following stock options in the amount of 0, and 50,000,000, respectively. (See Note 2).

	3/31/2024				3/31/2023
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		560,000,000	$	0.0172		455,000,000	$	0.0296
Granted		-		-		50,000,000	$	0.0137
Exercised		-		-		-		-
Expired/Cancelled		-		-		-		-
Outstanding as of the end of the periods		560,000,000	$	0.0172		505,000,000	$	0.0259
Exercisable as of the end of the periods		421,388,889	$	0.0202		435,959,666	$	0.0296

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NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

5. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of options outstanding as of March 31, 2024 and 2023 was as follows:

3/31/2024								3/31/2023
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		16,666,667		5.97	$	0.0137		50,000,000		-		6.97
$	0.0126		5,000,000		1,388,889		9.17	$	-		-		-		-
$	0.0121		100,000,000		-		6.21	$	-		-		-		-
$	0.0223		5,000,000		3,333,333		7.96	$	0.223		5,000,000		1,739,726		8.96
$	0.0210		400,000,000		400,000,000		5.04	$	0.028		450,000,000		423,219,020		6.04
			560,000,000		421,388,889						505,000,000		435,959,666

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) year0s from the date of grant or upon termination of employment. As of March 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2024 and 2023, were $76,287 and $1,472,225, respectively.

As of March 31, 2024, there was no intrinsic value with regards to the outstanding options.

Warrants

As of March 31, 2023, the Company issued no common stock purchase warrants during the three months ended March 31, 2024.

As of March 31, 2024 and 2023, the outstanding common stock purchase warrants were as follows:

	3/31/2024				3/31/2023
	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	$	0.0483		228,958,334	$	0.0483
Granted		-		-		-		-
Purchased		-		-		-		-
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 THREE MONTHS ENDED MARCH 31, 2024 AND 2023

5. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of the warrants outstanding as of March 31, 2024 was as follows:

3/31/2024
Exercisable Price		Common Stock Purchase Warrants Outstanding		Common Stock Purchase Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000	2.96
$	0.04		125,000,000		125,000,000	2.02
$	0.05		9,375,000		9,375,000	2.01
$	0.06		83,333,334		83,333,334	2.32
$	0.075		6,250,000		6,250,000	2.32
			228,958,334		228,958,334

There was no warrant compensation recognized as of March 31, 2024.

6. COMMITMENTS AND CONTINGENCIES

Office Rental

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

Consultant Agreement

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.

Research Agreement

On August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would benefit both the University and the Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the University. The cost to Sponsor for the University’s performance shall not exceed $716,326. This agreement shall be performed on a cost-reimbursement basis. When expenditures reach the above amount, the Sponsor will not be required to fund, and the University will not be required to perform additional work hereunder unless by mutual agreement of both parties. The contract is from August 1, 2023 through May 1, 2025. As of March 31, 2024, the University was paid $266,817 for work performed through March 31, 2024, leaving the balance of the work to be performed on the contract of $449,509.

Legal

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.

As of March 31, 2024, there were no legal proceedings against the Company.

7. 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 20, 2024, 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 a thermochemical green hydrogen production technology to lower the cost of green hydrogen production.

Hydrogen is the cleanest and most abundant element in the universe, and we can’t live without it. Hydrogen is the key ingredient in making fertilizers needed to grow food for the world. It is also used for transportation, refining oil and making steel, glass, pharmaceuticals and more. Nearly all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources. Water, on the other hand, is an infinite and renewable worldwide resource.

Currently, the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity produced from solar or wind. However, green electricity is and always will be very expensive. It currently accounts for 73% of the cost of green hydrogen. By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of green hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the green hydrogen economy that Goldman Sachs estimated to have a future market value of $12 trillion.

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

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.

12

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 three months ended March 31, 2024, 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 March 31, 2024 Compared to the Three Months Ended March 31, 2023.

OPERATING EXPENSES

General and Administrative Expenses

General and administrative (“G&A”) expenses decreased by $1,234,562 to $381,376 for the three months ended March 31, 2024, compared to $1,615,938 for the prior period ended March 31, 2023. The primary decrease in G&A expenses was the result of a decrease in fair value of non-cash stock compensation of $1,309,533, with an overall increase in G&A expenses of $74,971.

Research and Development

Research and Development (“R&D”) expenses increased by $73,939 to $88,939 for the three months ended March 31, 2024, compared to $15,000 for the prior period ended March 31, 2023. This overall increase in R&D expenses was the result of an increase in outside research fees.

Depreciation and Amortization Expense

Depreciation and amortization expense for the three months ended March 31, 2024 and 2023 was $1,027 and $1,026, respectively.

Other Income/(Expenses)

Other income and (expenses) decreased by $127 to $337 for the three months ended March 31, 2024, compared to $464 for the prior period ended March 31, 2023. The decrease in other income and (expenses) was the result of a decrease in interest income of $127. The decrease in other income and (expenses) was primarily due to the net change in interest income.

13

Net Income (Loss)

Our net loss for the three months ended March 31, 2024 was $471,004, compared to $1,631,500 for the prior period ended March 31, 2023. The decrease in net loss was due to a decrease in non-cash expense` 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 stock options fluctuate, 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 three months ended March 31, 2024, we did not generate any revenues, and recognized a net loss of $471,341, due to a change in non-cash stock compensation, and cash of $431,405 used in operations. As of March 31, 2024, we had working capital of $3,285,252 and a shareholders’ deficit of $177,578.

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 March 31, 2024, we had working capital of $3,285,252 compared to $3,678,942 for the year ended December 31, 2023. This decrease in working capital was due primarily to a decrease in cash.

During the three months ended March 31, 2024, we used $431,405 of cash for operating activities, as compared to $194,320 for the prior period ended March 31, 2023. The increase in the use of cash for operating activities for the current period was a result of an increase in research and development cost, advertising and marketing, and salaries.

Net cash provided from equity financing activities for the three months ended March 31, 2024 and March 31, 2023 was $0. There was no equity financing during the current or prior 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, 2023, expressed substantial doubt about our ability to continue as a going concern without additional capital becoming available. Our financial statements as of March 31, 2024 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.

14

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 ThermoLoop™, a breakthrough technology that uses water and heat rather than electricity to potentially produce the world’s lowest cost green hydrogen.

Our plan of operation within the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop™ technology development program at UCSB.

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 do not expect increased expenses until early 2026 when we ramp up prototyping efforts related to our thermochemical water splitting technology.

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 March 31, 2024, 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.

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 20, 2024.

15

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
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)

16

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 May 13, 2024.

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)

17

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 March 31, 2024;
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: May 13, 2024

/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 March 31, 2024;
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: May 13, 2024

/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 March 31, 2024, 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: May 13, 2024

/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 March 31, 2024, 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: May 13, 2024

/s/ David Lee

David Lee

Chairman, President and Acting Chief Financial Officer

(Acting Principal Financial and Accounting Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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		704,599,512

XML

Condensed Balance Sheet - USD ($)	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash	$ 3,247,036	$ 3,678,441
Prepaid expenses	48,712	10,311
TOTAL CURRENT ASSETS	3,295,748	3,688,752
PROPERTY AND EQUIPMENT
Machinery and equipment	37,225	37,225
Less accumulated depreciation	(35,913)	(35,642)
NET PROPERTY AND EQUIPMENT	1,312	1,583
OTHER ASSETS
Patents, net of amortization of $24,935 and $24,179 respectively	20,401	21,157
Deposit	770	770
TOTAL OTHER ASSETS	21,171	21,927
TOTAL ASSETS	3,318,231	3,712,262
CURRENT LIABILITIES
Accounts payable and other payable	10,496	9,810
TOTAL CURRENT LIABILITIES	10,496	9,810
TOTAL LIABILITIES	10,496	9,810
COMMITMENTS AND CONTINGENCIES (See Note 9)
MEZZANINE (See Note 3)
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 (DEFICIT)
Preferred stock, $0.0001 par value; 10,000,000 authorized shares
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 704,599,512 and 704,599,512 shares issued and outstanding, respectively	70,460	70,460
Additional paid in capital	176,355,551	176,279,264
Accumulated deficit	(176,603,589)	(176,132,585)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)	(177,578)	217,139
TOTAL LIABILITIES, MEZZANINE AND SHAREHOLDERS’ EQUITY (EQUITY)	$ 3,318,231	$ 3,712,262

XML

Condensed Balance Sheet (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Patents, amortization	$ 24,935	$ 24,179
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	704,599,512	704,599,512
Common stock, shares outstanding	704,599,512	704,599,512

XML

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
REVENUE
OPERATING EXPENSES
General and administrative expenses	381,375	1,615,938
Research and development	88,939	15,000
Depreciation and amortization	1,027	1,026
TOTAL OPERATING EXPENSES	471,341	1,631,964
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)	(471,341)	(1,631,964)
OTHER INCOME/(EXPENSES)
Interest income	337	464
TOTAL OTHER INCOME (EXPENSES)	337	464
NET INCOME (LOSS)	$ (471,004)	$ (1,631,500)
BASIC EARNINGS (LOSS) PER SHARE	$ (0.00)	$ (0.00)
DILUTED EARNINGS (LOSS) PER SHARE	$ (0.00)	$ (0.00)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC	704,599,512	705,126,846
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED	704,599,512	705,126,846

XML

Condensed Statement of Shareholders' Deficit - USD ($)	Preferred Stock [Member]	Mezzanine [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
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 and warrant compensation cost				1,474,225		1,474,225
Net Loss					(1,631,500)	(1,631,500)
Balance at Mar. 31, 2023		3,485,313	$ 70,513	175,746,256	(174,586,553)	1,230,216
Balance, shares at Mar. 31, 2023			705,126,846
Balance at Dec. 31, 2023		3,485,313	$ 70,460	176,279,264	(176,132,585)	217,139
Balance, shares at Dec. 31, 2023			704,599,512
Stock and warrant compensation cost				76,287		76,287
Net Loss					(471,004)	(471,004)
Balance at Mar. 31, 2024		$ 3,485,313	$ 70,460	$ 176,355,551	$ (176,603,589)	$ (177,578)
Balance, shares at Mar. 31, 2024			704,599,512

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Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (471,004)	$ (1,631,500)
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense	1,027	1,026
Stock compensation expense	76,287	1,474,225
(Increase) Decrease in Changes in Assets
Prepaid expenses	(38,401)	(38,168)
Increase (Decrease) in Changes in Liabilities
Accounts payable	686	97
NET CASH USED IN OPERATING ACTIVITIES	(431,405)	(194,320)
NET CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY FINANCING ACTIVITIES
NET DECREASE IN CASH	(431,405)	(194,320)
CASH, BEGINNING OF PERIOD	3,678,441	4,834,697
CASH, END OF PERIOD	3,247,036	4,640,377
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	337
Taxes paid

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2024

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 three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the December 31, 2023.

Going Concern

As of the three months ended March 31, 2024, the Company had a loss of $471,004, which consisted of a non-cash amount of $76,287 for a net cash loss of $394,717. As of March 31, 2024, its accumulated deficit was $176,603,589.

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

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 March 31, 2024, the cash balance in excess of the FDIC limits was $2,997,036. 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.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the three months ended March 31, 2024 and 2023 were $271 and $271, respectively.

Intangible Assets

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	3/31/2024			3/31/2023
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(24,935	)		(24,179	)
		$	20,401		$	21,157

Amortization expense for the three months ended March 31, 2024 and 2023 was $756 and $756, 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.

On March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000. The initial exercise date of the warrants is March 1, 2024 at an exercise price of $0.0255 per share, with a termination date of March 1, 2029.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services. The options vest at a rate of 138,889 options per month for a thirty-six (36) month period during the term of the optionee’s consultancy with the Company. As of March 31, 2024, the 5,000,000 stock options were outstanding.

On April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of $0.021. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338 shares are exercisable in equal amounts over a ten (10) month period during the term of the optionee’s employment until the Option is 100% vested. The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554 shares are exercisable in equal amounts over a twenty-two (22) month period during the term of the optionee’s employment until the Options is 100% vested. On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled as of June 11, 2023. As of March 31, 2024, the other 400,000,000 stock options remain outstanding.

On March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal to the number of option shares at the exercise price of $0.0137 per share. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan. The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty (30) month period during the term of the participant’s employment until the option is 100% vested. The unvested portion of the option will not be exercisable on or after the termination of continuous service. As of March 31, 2024, 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 March 31, 2024, 5,000,000 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 December 31, 2023, none of the performance milestones were met and the options remain unvested. Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day. As of March 31, 2024, 100,000,000 shares remain outstanding.

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) year0s from the date of grant or upon termination of employment. As of March 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $88,939 and $15,000 for the three months ended March 31, 2024 and 2023, respectively.

Advertising

The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $74,971 and $0 for the three months ended March 31, 2024 and 2023, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).  

For the three months ended March 31, 2024, 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 March 31, 2023, the Company has not included shares issuable from 505,000,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

	For the Three Months Ended March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(471,004	)	$	(1,631,500	)
Basic weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846
Diluted weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846

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 March 31, 2024, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement 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:

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; 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.

We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2024, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

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PREFERRED STOCK

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

PREFERRED STOCK

3. PREFERRED STOCK

Preferred Stock December 31, 2024 and 2023

As of March 31, 2024, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $3,485,313, and a stated face value of one hundred dollars ($100) per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company. The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders of common stock, except upon liquidation, dissolution and winding up of the Corporation. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.0014 and has no voting rights.

The preferred shares have been classified under mezzanine, since it is a hybrid of capital that is between equity and senior debt in the capital structure of the Company. The lender has the option to convert their debt into an equity interest in the Company in case of default, after other senior lenders are paid.

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COMMON STOCK

3 Months Ended

Mar. 31, 2024

Common Stock

COMMON STOCK

4. COMMON STOCK

Common Stock March 31, 2024 and 2023

During the three months ended March 31, 2024 and 2023, the Company did not issue any common stocks.

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STOCK OPTIONS AND WARRANTS

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS AND WARRANTS

5. STOCK OPTIONS AND WARRANTS

Stock Options

During the three months ended March 31, 2024 and 2023, the Company granted the following stock options in the amount of 0, and 50,000,000, respectively. (See Note 2).

	3/31/2024				3/31/2023
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		560,000,000	$	0.0172		455,000,000	$	0.0296
Granted		-		-		50,000,000	$	0.0137
Exercised		-		-		-		-
Expired/Cancelled		-		-		-		-
Outstanding as of the end of the periods		560,000,000	$	0.0172		505,000,000	$	0.0259
Exercisable as of the end of the periods		421,388,889	$	0.0202		435,959,666	$	0.0296

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

5. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of options outstanding as of March 31, 2024 and 2023 was as follows:

3/31/2024								3/31/2023
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		16,666,667		5.97	$	0.0137		50,000,000		-		6.97
$	0.0126		5,000,000		1,388,889		9.17	$	-		-		-		-
$	0.0121		100,000,000		-		6.21	$	-		-		-		-
$	0.0223		5,000,000		3,333,333		7.96	$	0.223		5,000,000		1,739,726		8.96
$	0.0210		400,000,000		400,000,000		5.04	$	0.028		450,000,000		423,219,020		6.04
			560,000,000		421,388,889						505,000,000		435,959,666

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) year0s from the date of grant or upon termination of employment. As of March 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2024 and 2023, were $76,287 and $1,472,225, respectively.

As of March 31, 2024, there was no intrinsic value with regards to the outstanding options.

Warrants

As of March 31, 2023, the Company issued no common stock purchase warrants during the three months ended March 31, 2024.

As of March 31, 2024 and 2023, the outstanding common stock purchase warrants were as follows:

	3/31/2024				3/31/2023
	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	$	0.0483		228,958,334	$	0.0483
Granted		-		-		-		-
Purchased		-		-		-		-
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 THREE MONTHS ENDED MARCH 31, 2024 AND 2023

5. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of the warrants outstanding as of March 31, 2024 was as follows:

3/31/2024
Exercisable Price		Common Stock Purchase Warrants Outstanding		Common Stock Purchase Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000	2.96
$	0.04		125,000,000		125,000,000	2.02
$	0.05		9,375,000		9,375,000	2.01
$	0.06		83,333,334		83,333,334	2.32
$	0.075		6,250,000		6,250,000	2.32
			228,958,334		228,958,334

There was no warrant compensation recognized as of March 31, 2024.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

6. COMMITMENTS AND CONTINGENCIES

Office Rental

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

Consultant Agreement

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.

Research Agreement

On August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would benefit both the University and the Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the University. The cost to Sponsor for the University’s performance shall not exceed $716,326. This agreement shall be performed on a cost-reimbursement basis. When expenditures reach the above amount, the Sponsor will not be required to fund, and the University will not be required to perform additional work hereunder unless by mutual agreement of both parties. The contract is from August 1, 2023 through May 1, 2025. As of March 31, 2024, the University was paid $266,817 for work performed through March 31, 2024, leaving the balance of the work to be performed on the contract of $449,509.

Legal

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.

As of March 31, 2024, there were no legal proceedings against the Company.

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SUBSEQUENT EVENT

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENT

7. SUBSEQUENT EVENT

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024, the cash balance in excess of the FDIC limits was $2,997,036. 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.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 three months ended March 31, 2024 and 2023 were $271 and $271, respectively.

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	3/31/2024			3/31/2023
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(24,935	)		(24,179	)
		$	20,401		$	21,157

Amortization expense for the three months ended March 31, 2024 and 2023 was $756 and $756, 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.

On March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000. The initial exercise date of the warrants is March 1, 2024 at an exercise price of $0.0255 per share, with a termination date of March 1, 2029.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services. The options vest at a rate of 138,889 options per month for a thirty-six (36) month period during the term of the optionee’s consultancy with the Company. As of March 31, 2024, the 5,000,000 stock options were outstanding.

On April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of $0.021. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338 shares are exercisable in equal amounts over a ten (10) month period during the term of the optionee’s employment until the Option is 100% vested. The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554 shares are exercisable in equal amounts over a twenty-two (22) month period during the term of the optionee’s employment until the Options is 100% vested. On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled as of June 11, 2023. As of March 31, 2024, the other 400,000,000 stock options remain outstanding.

On March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal to the number of option shares at the exercise price of $0.0137 per share. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan. The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty (30) month period during the term of the participant’s employment until the option is 100% vested. The unvested portion of the option will not be exercisable on or after the termination of continuous service. As of March 31, 2024, 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 March 31, 2024, 5,000,000 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 December 31, 2023, none of the performance milestones were met and the options remain unvested. Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day. As of March 31, 2024, 100,000,000 shares remain outstanding.

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) year0s from the date of grant or upon termination of employment. As of March 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $88,939 and $15,000 for the three months ended March 31, 2024 and 2023, respectively.

Advertising

Advertising

The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $74,971 and $0 for the three months ended March 31, 2024 and 2023, respectively.

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 three months ended March 31, 2024, 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 March 31, 2023, the Company has not included shares issuable from 505,000,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

	For the Three Months Ended March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(471,004	)	$	(1,631,500	)
Basic weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846
Diluted weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846

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 March 31, 2024, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement 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:

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; 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.

We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2024, 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

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	3/31/2024			3/31/2023
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(24,935	)		(24,179	)
		$	20,401		$	21,157

SCHEDULE OF NET EARNINGS PER SHARE

	For the Three Months Ended March 31,
	2024			2023
Income (Loss) to common shareholders (Numerator)	$	(471,004	)	$	(1,631,500	)
Basic weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846
Diluted weighted average number of common shares outstanding (Denominator)		704,599,512			705,126,846

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STOCK OPTIONS AND WARRANTS (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTIONS

	3/31/2024				3/31/2023
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		560,000,000	$	0.0172		455,000,000	$	0.0296
Granted		-		-		50,000,000	$	0.0137
Exercised		-		-		-		-
Expired/Cancelled		-		-		-		-
Outstanding as of the end of the periods		560,000,000	$	0.0172		505,000,000	$	0.0259
Exercisable as of the end of the periods		421,388,889	$	0.0202		435,959,666	$	0.0296

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

The weighted average remaining contractual life of options outstanding as of March 31, 2024 and 2023 was as follows:

3/31/2024								3/31/2023
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		16,666,667		5.97	$	0.0137		50,000,000		-		6.97
$	0.0126		5,000,000		1,388,889		9.17	$	-		-		-		-
$	0.0121		100,000,000		-		6.21	$	-		-		-		-
$	0.0223		5,000,000		3,333,333		7.96	$	0.223		5,000,000		1,739,726		8.96
$	0.0210		400,000,000		400,000,000		5.04	$	0.028		450,000,000		423,219,020		6.04
			560,000,000		421,388,889						505,000,000		435,959,666

SCHEDULE OF WARRANTS ACTIVITY

As of March 31, 2024 and 2023, the outstanding common stock purchase warrants were as follows:

	3/31/2024				3/31/2023
	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	$	0.0483		228,958,334	$	0.0483
Granted		-		-		-		-
Purchased		-		-		-		-
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 March 31, 2024 was as follows:

3/31/2024
Exercisable Price		Common Stock Purchase Warrants Outstanding		Common Stock Purchase Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000	2.96
$	0.04		125,000,000		125,000,000	2.02
$	0.05		9,375,000		9,375,000	2.01
$	0.06		83,333,334		83,333,334	2.32
$	0.075		6,250,000		6,250,000	2.32
			228,958,334		228,958,334

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BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Net income loss	$ 471,004	$ 1,631,500
Stock-based compensation expense	76,287	$ 1,474,225
Net cash loss	394,717
Accumulated deficit	$ 176,603,589		$ 176,132,585

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SCHEDULE OF PROPERTY AND EQUIPMENT (Details)	Mar. 31, 2024
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

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SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Accounting Policies [Abstract]
Patents	$ 45,336		$ 45,336
Less accumulated amortization	$ (24,935)	$ (24,179)	(24,179)
Intangible assets, useful lives	15 years
Intangible assets	$ 20,401	$ 21,157	$ 21,157

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SCHEDULE OF NET EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Income (Loss) to common shareholders (Numerator)	$ (471,004)	$ (1,631,500)
Basic weighted average number of common shares outstanding (Denominator)	704,599,512	705,126,846
Diluted weighted average number of common shares outstanding (Denominator)	704,599,512	705,126,846

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)											3 Months Ended
	Jun. 15, 2023	May 20, 2023	May 09, 2023	Mar. 20, 2023	Mar. 11, 2023	Apr. 12, 2022	Mar. 15, 2022	Mar. 01, 2022	Mar. 18, 2021	Feb. 18, 2021	Mar. 31, 2024	Mar. 31, 2023	Mar. 01, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 29, 2021
Cash in excess of FDIC limits											$ 2,997,036
Depreciation expense											271	$ 271
Amortization expense											$ 756	$ 756
Stock options granted							5,000,000				0	50,000,000
Exercise price												$ 0.0137
Exercise price											$ 0.0202	$ 0.0296				$ 0.028
Option immediate exercisable											421,388,889	435,959,666
Options vesting							138,889
Issuance of common shares to purchase warrants											0
Stock options, outstanding											560,000,000	505,000,000		560,000,000	455,000,000
Stock options outstanding											560,000,000	505,000,000
Stock options termination description											The stock options terminate seven (7) year0s from the date of grant or upon termination of employment
Research and development costs											$ 88,939	$ 15,000
Advertising cost											$ 74,971	$ 0
Warrants outstanding											228,958,334	228,958,334
Exercisable Prices One [Member]
Stock options outstanding											50,000,000	50,000,000
Exercisable Prices Two [Member]
Stock options outstanding											5,000,000
Exercisable Prices Three [Member]
Stock options outstanding											100,000,000
Securities Purchase Agreement [Member] | Warrant [Member]
Issuance of common shares to purchase warrants								5,000,000
Purchase price of warrants								$ 1,000
Warrant exercise price													$ 0.0255
Equity Option [Member]
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
Options vesting			833,360	41,666,667
Vested option percentage				100.00%
Expected to vest shares				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 December 31, 2023, none of the performance milestones were met and the options remain unvested. Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day. As of March 31, 2024, 100,000,000 shares remain outstanding
Equity Option [Member] | Exercisable Prices Two [Member]
Stock options outstanding											5,000,000
Equity Option [Member] | Exercisable Prices Three [Member]
Stock options outstanding											100,000,000
Employee [Member]
Stock options granted						450,000,000				450,000,000
Exercise price										$ 0.091
Exercise price						$ 0.021
Exercisable period						7 years				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
Stock options, outstanding											400,000,000
Options vesting						83,333,338
Cancelled shares					50,000,000
Employee [Member] | First Installment 24 Months [Member]
Exercisable period										24 months
Options vesting									8,333,333
Employee [Member] | First Installment 36 Months [Member]
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
Employee [Member] | First Installment 10 Months [Member]
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]
Exercisable period						22 months
Vested option percentage						100.00%
Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Option immediate exercisable										200,000,000
Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Option immediate exercisable									50,000,000

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PREFERRED STOCK (Details Narrative) - Series C Preferred Stock [Member]	3 Months Ended
	Mar. 31, 2024 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

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SCHEDULE OF STOCK OPTIONS (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding, Beginning Balance	560,000,000	455,000,000
Weighted average exercise price, Outstanding, Beginning Balance	$ 0.0172	$ 0.0296
Number of Options, Granted		50,000,000
Weighted average exercise price, Granted		$ 0.0137
Number of Options, Exercised
Weighted average exercise price, Exercised
Number of Options, Expired/Cancelled
Weighted average exercise price, Expired/Cancelled
Weighted average exercise price, Expired/Cancelled
Number of Options, Outstanding, End Balance	560,000,000	505,000,000
Weighted average exercise price, Outstanding, End Balance	$ 0.0172	$ 0.0259
Number of Options, Exercisable, End Balance	421,388,889	435,959,666
Weighted average exercise price, Exercisable, End Balance	$ 0.0202	$ 0.0296

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SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding	560,000,000	505,000,000
Stock Options Exercisable	421,388,889	435,959,666
Exercisable Prices One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.0137	$ 0.0137
Stock Options Outstanding	50,000,000	50,000,000
Stock Options Exercisable	16,666,667
Weighted Average Remaining Contractual Life (years)	5 years 11 months 19 days	6 years 11 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	1,388,889
Weighted Average Remaining Contractual Life (years)	9 years 2 months 1 day
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 2 months 15 days
Exercisable Prices Four [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	3,333,333	1,739,726
Weighted Average Remaining Contractual Life (years)	7 years 11 months 15 days	8 years 11 months 15 days
Exercisable Prices Five [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	423,219,020
Weighted Average Remaining Contractual Life (years)	5 years 14 days	6 years 14 days

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SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of Warrants, Outstanding as of the beginning of the periods	228,958,334	228,958,334
Weighted average exercise price, Outstanding as of the beginning of the periods	$ 0.0483	$ 0.0483
Number of Warrants, Granted
Weighted average exercise price, Granted
Number of Warrants, Purchased
Weighted average exercise price, Purchased
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

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SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Stock Warrants Outstanding	228,958,334	228,958,334	228,958,334	228,958,334
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 Contractual Life (years)	2 years 11 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 Contractual Life (years)	2 years 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 Contractual Life (years)	2 years 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 Contractual Life (years)	2 years 3 months 25 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 Contractual Life (years)	2 years 3 months 25 days

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STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)		3 Months Ended
	Mar. 15, 2022	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of options, granted	5,000,000	0	50,000,000
Termination years		7 years
Stock Options Outstanding		560,000,000	505,000,000
Stock-based compensation expense		$ 76,287	$ 1,474,225
Options outstanding, intrinsic value		$ 0
Warrants to purchase common stock		0
Warrant compensation fair value		$ 0
Options Held [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense		$ 76,287	$ 1,472,225

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			3 Months Ended
	Aug. 01, 2023	Mar. 15, 2022	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Monthly rent payment			$ 550
Stock option granted shares		5,000,000	0	50,000,000
Vesting shares		138,889
Vesting period		36 months
Cash Compensation		$ 5,000
Services fee		$ 200
Sponsor fees	$ 716,326
Payment for sponsor			$ 266,817
Rent leaving balance			449,509
Legal proceedings			$ 0