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, 2023

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

FOR

THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION

FILE NUMBER: 000-54819

NEWHYDROGEN,

INC.

(Name of registrant in its charter)

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

27936Lost 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 9, 2023 was 705,126,846.

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NEWHYDROGEN,

INC.

INDEX

		Page
PART I: FINANCIAL INFORMATION
ITEM<br> 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<br> 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM<br> 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM<br> 4	CONTROLS AND PROCEDURES	14
PART II: OTHER INFORMATION
ITEM<br> 1	LEGAL PROCEEDINGS	15
ITEM<br> 1A	RISK FACTORS	15
ITEM<br> 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM<br> 3	DEFAULTS UPON SENIOR SECURITIES	15
ITEM<br> 4	MINE SAFETY DISCLOSURES	15
ITEM<br> 5	OTHER INFORMATION	15
ITEM<br> 6	EXHIBITS	15
SIGNATURES		16

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PART

I – FINANCIAL INFORMATION

ITEM

1. FINANCIAL STATEMENTS

NEWHYDROGEN,

INC.

CONDENSED

BALANCE SHEET

			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	4,640,377		$	4,834,697
Prepaid expenses	48,708			10,540
TOTAL CURRENT ASSETS	4,689,085			4,845,237
PROPERTY AND EQUIPMENT
Machinery and equipment	37,225			37,225
Less accumulated depreciation	(34,829	)		(34,558	)
NET PROPERTY AND EQUIPMENT	2,396			2,667
OTHER ASSETS
Patents, net of amortization of 21,912  and 21,157, respectively	23,424			24,179
Deposit	770			770
TOTAL OTHER ASSETS	24,194			24,949
TOTAL ASSETS	4,715,675		$	4,872,853
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	146		$	49
TOTAL CURRENT LIABILITIES	146			49
COMMITMENTS AND CONTINGENCIES (See Note 9)	-			-
Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding,<br> respectively, redeemable value of 3,485,313 and 3,485,313, respectively	3,485,313			3,485,313
SHAREHOLDERS’ EQUITY
Preferred stock, 0.0001 par value; 10,000,000 authorized shares	-			-
Common stock, 0.0001 par<br> value; 3,000,000,000 authorized shares 705,126,846<br> and 705,126,846 shares issued and<br> outstanding, respectively	70,513			70,513
Preferred treasury stock, 0 and 1,000 shares outstanding, respectively	-			-
Additional paid in capital	175,746,256			174,272,031
Accumulated deficit	(174,586,553	)		(172,955,053	)
TOTAL SHAREHOLDERS’ EQUITY	1,230,216			1,387,491
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	4,715,675		$	4,872,853

All values are in US Dollars.

The

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

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NEWHYDROGEN,

INC.

CONDENSED

STATEMENTS OF OPERATIONS

FOR

THE THREE ENDED MARCH 31, 2023 AND 2022

(Unaudited)

	March 31, 2023			March 31, 2022
	For the Three Months Ended
	March 31, 2023			March 31, 2022
REVENUE	$	-		$	-
OPERATING EXPENSES
General and administrative expenses		1,615,938			2,580,059
Research and development		15,000			220,546
Depreciation and amortization		1,026			1,091
TOTAL OPERATING EXPENSES		1,631,964			2,801,696
LOSS FROM OPERATIONS BEFORE  OTHER INCOME (EXPENSES)		(1,631,964	)		(2,801,696	)
OTHER INCOME/(EXPENSES)
Interest income		464			634
TOTAL OTHER INCOME (EXPENSES)		464			634
NET INCOME (LOSS)	$	(1,631,500	)	$	(2,801,062	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		705,126,846			715,496,051

The

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

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NEWHYDROGEN,

INC.

CONDENSED

STATEMENT OF SHAREHOLDERS’ DEFICIT

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

	Shares		Amount		Mezzanine		Shares		Amount		Capital		Deficit			Total
	THREE MONTHS ENDED MARCH 31, 2022
											Additional
	Preferred Stock						Common Stock				Paid-in		Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2021		-		-	$	3,485,313		715,496,051	$	71,549	$	164,000,447		(160,869,525	)		3,202,471
Issuance of common stock warrants for cash		-		-		-		-		-		1,000		-			1,000
Stock and warrant compensation cost		-		-		-		-		-		2,379,325		-			2,379,325
Net Loss		-		-		-		-		-		-		(2,801,062	)		(2,801,062	)
Balance at March 31, 2022 (unaudited)		-	$	-	$	3,485,313		715,496,051	$	71,549	$	166,380,772	$	(163,670,587	)	$	2,781,734
	THREE MONTHS ENDED MARCH 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											Additional
	Preferred Stock						Common Stock				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

The

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

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NEWHYDROGEN,

INC.

CONDENSED

STATEMENTS OF CASH FLOWS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

	March 31, 2023			March 31, 2022
	Three Months Ended
	March 31, 2023			March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(1,631,500	)	$	(2,801,062	)
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense		1,026			1,091
Common stock issued for services		-			-
Stock compensation expense		1,474,225			2,379,325
(Increase) Decrease in Changes in Assets
Prepaid expenses		(38,168	)		(39,189	)
Increase (Decrease) in Changes in Liabilities
Accounts payable		97			1,389
NET CASH USED IN OPERATING ACTIVITIES		(194,320	)		(458,446	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock purchase warrants for cash		-			1,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			1,000
NET INCREASE IN CASH		(194,320	)		(457,446	)
CASH, BEGINNING OF PERIOD		4,834,697			6,645,710
CASH, END OF PERIOD	$	4,640,377		$	6,188,264
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

The

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

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NEWHYDROGEN,

INC.

CONDENSED

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

1. Basis of Presentation

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

Going Concern Substantial Doubt Alleviated

As

of the three months ended March 31, 2023, the Company had a loss of $1,631,500, which consisted of a non-cash amount of $1,474,225 for a net cash loss of $157,275. As of March 31, 2023, its accumulated deficit was $174,586,553.

Management believes the Company’s present cash flows will enable it to meet its obligations for twenty-four months from the date of these financial statements. Management will continue to assess its operational needs and seek additional financing as needed to fund its operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The condensed unaudited financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Revenue Recognition

The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are satisfied and customers obtain control of goods or services. However, in the event of a loss on a sale is foreseen, the Company will recognize the loss as it is determined. To date, the Company has not had significant revenues and is in the development stage.

Cash and Cash Equivalent

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

Concentration Risk

Cash

includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2023, the cash balance in excess of the FDIC limits was $4,390,377. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates.

Property and Equipment

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

SCHEDULE OF PROPERTY AND EQUIPMENT

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation

expense for the three months ended March 31, 2023 and 2022 were $271 and $336, respectively.

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NEWHYDROGEN,

INC.

CONDENSED

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

2.	SUMMARY<br> OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

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

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

	Useful Lives		3/31/2023			12/31/2022
Patents			$	45,336		$	45,336
Less accumulated amortization		15 years		(21,912	)		(21,157	)
Intangible assets			$	23,424		$	24,179

Amortization

expense for the three months ended March 31, 2023 and 2022 was $755 and $755, 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.

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

On

April 12, 2022, the Company granted 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 vesting schedule of the 400,000,000 options are exercisable in the amount of 316,666,662 immediately, and the remaining 83,333,338 shares shall become 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 immediately and the remaining 30,555,554 shares shall become 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. As of March 31, 2023, the 450,000,000 stock options were 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.

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of March 31, 2023, the aggregate total of 505,000,000 stock options were outstanding.

Research and Development

Research

and development costs are expensed as incurred. Total research and development costs were $15,000 and $220,546 for the three months ended March 31, 2023 and 2022, respectively.

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NEWHYDROGEN,

INC.

CONDENSED

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

2.	SUMMARY<br> OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Earnings (Loss) per Share Calculations

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

For

the 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, 2022, the Company has included shares issuable from 468,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is dilutive.

SCHEDULE OF NET EARNINGS PER SHARE

	2023			2022
	For the Three Months Ended
	March 31,
	2023			2022
Income (Loss) to common shareholders (Numerator)	$	(1,631,500	)	$	(2,801,062	)
Basic weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051
Diluted weighted average number of common shares outstanding (Denominator)		705,126,846			715,496,051

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

●	Level<br> 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
●	Level<br> 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted<br> prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;<br> and
●	Level<br> 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,<br> 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, 2023, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

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

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NEWHYDROGEN,

INC.

CONDENSED

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

3. CAPITAL STOCK

PreferredStock March 31, 2023 and 2022

As

of March 31, 2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $3,485,313, and a stated face value of one hundred dollars ($100) per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company. The holder of the Series C preferred stocks are entitled to receive dividends pari passu with the holders of common stock, except upon liquidation, dissolution and winding up of the Corporation. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.0014 and has no voting rights.

CommonStock March 31, 2023

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

CommonStock March 31, 2022

During

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

During the three months ended March 31, 2022, the Company issued 5,000,000 common stock purchase warrants

for cash in the amount of $1,000.

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NEWHYDROGEN,

INC.

CONDENSED

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

4. STOCK OPTIONS AND WARRANTS

StockOptions

During

the three months ended March 31, 2023, the Company granted stock options in the amount of 50,000,000. (See Note 2).

SCHEDULE OF STOCK OPTIONS

	3/31/2023				3/31/22
	Number of Options		Weighted average exercise price		Number of Options			Weighted average exercise price
Outstanding as of the beginning of the periods		455,000,000	$	0.0296		465,950,000		$	0.0350
Granted		50,000,000	$	0.0137		5,000,000		$	0.0210
Exercised		-		-		-			-
Expired/Cancelled		-		-		(2,450,000	)		(0.090	)
Outstanding as of the end of the periods		505,000,000	$	0.0259		468,500,000		$	0.0346
Exercisable as of the end of the periods		435,959,666	$	0.0296		323,889,610		$	0.0377

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

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

3/31/2023								3/31/2022
Exercisable Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercisable Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0137		50,000,000		-			$	-		-		-		-
$	-		-		-		-	$	0.26		13,500,000		13,500,000		0.42
$	0.223		5,000,000		1,739,726		1.96	$	0.223		5,000,000		5,000,000		2.21
$	0.021		450,000,000		434,219,940		6.04	$	0.028		450,000,000		297,222,222		6.29
			505,000,000		435,959,666						468,500,000		323,889,610

The

stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2023 and 2022, were $1,474,225 and $2,379,325, respectively.

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

Warrants

As

of March 31, 2023, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

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

SCHEDULE OF WARRANTS ACTIVITY

	3/31/2023				3/31/2022
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		228,958,334	$	0.0488		223,958,334	$	0.0488
Granted		-		-		-		-
Purchased		-		-		5,000,000	$	0.0255
Outstanding as of the end of the periods		228,958,334	$	0.0483		228,958,334	$	0.0483
Exercisable as of the end of the periods		228,958,334				228,958,334

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NEWHYDROGEN,

INC.

CONDENSED

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

4. STOCK OPTIONS AND WARRANTS (Continued)

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

SCHEDULE OF WARRANTS OUTSTANDING

3/31/23
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining<br><br> <br>Contractual Life (years)
$	0.0255		5,000,000		5,000,000		4.21
$	0.04		125,000,000		125,000,000		3.27
$	0.05		9,375,000		9,375,000		3.26
$	0.06		83,333,334		83,333,334		3.57
$	0.075		6,250,000		6,250,000		3.57
			228,958,334		228,958,334

There was no warrant compensation recognized as of March 31, 2023.

5. COMMITMENTS AND CONTINGENCIES

The

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

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations.

On

March 15, 2022, the Company entered into an advisor agreement for services regarding 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, as well as cash compensation of $5,000 per month for the services provided.

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

6. SUBSEQUENT EVENT

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

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ITEM

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

SpecialNote on Forward-Looking Statements.

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

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

Overview

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

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

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

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

RecentTransactions

DirectorDeparture

On March 11, 2023, Spencer Hall notified the Company of his decision to resign as a director of the Company effective March 11, 2023. Mr. Hall’s resignation was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

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Appointmentof New Officer and Director

On March 14, 2023, we appointed Mr. Steve Hill as the Vice President and a Director of the Company, effective as of March 20, 2023. On March 11, 2023, we entered into an employment offer letter with Mr. Hill (the “Employment Offer Agreement”). Pursuant to the terms of the Employment Offer Agreement, Mr. Hill is entitled to an annual base salary of $250,000. Mr. Hill will also receive 50,000,000 stock options, each to vest over a three-year period and subject to a six-month cliff.

NamedExecutive Officer Base Salary Adjustment

On March 14, 2023, the Board approved an increase to the base salary of David Lee, the Company’s Chief Executive Officer, resulting in a base salary of $300,000, effective March 1, 2023.

Applicationof 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.

Useof 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.

FairValue 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.

RecentlyIssued Accounting Pronouncements

Management reviewed currently issued pronouncements during the three months ended March 31, 2023, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited financial statements.

Resultsof Operations – Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022.

OPERATING

EXPENSES

Generaland Administrative Expenses

General and administrative (“G&A”) expenses decreased by $964,121 to $1,615,938 for the three months ended March 31, 2023, compared to $2,580,059 for the prior period ended March 31, 2022. The primary decrease in G&A expenses was the result of a decrease in fair value of non-cash stock compensation of $905,100, a decrease in professional fees in the amount of $18,442, a decrease in salaries of $29,135, with an overall decrease in G&A expenses of $11,444.

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Researchand Development

Research and Development (“R&D”) expenses decreased by $205,546 to $15,000 for the three months ended March 31, 2023, compared to $220,546 for the prior period ended March 31, 2022. This overall decrease in R&D expenses was the result of a decrease in outside research fees.

Depreciation

Depreciation and amortization expense for the three months ended March 31, 2023 and 2022 was $1,026 and $1,091, respectively.

OtherIncome/(Expenses)

Other income and (expenses) decreased by $170 to $464 for the three months ended March 31, 2023, compared to $634 for the prior period ended March 31, 2022. The decrease in other income and (expenses) was the result of a decrease in interest income of $170. The decrease in other income and (expenses) was primarily due to the net change in interest income.

NetIncome (Loss)

Our net loss for the three months ended March 31, 2023 was $1,631,500, compared to $2,801,062 for the prior period ended March 31, 2022. The decrease in net loss was due to a decrease in non-cash other income associated with the net change in stock option expense in the current period. These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.

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, 2023, we did not generate any revenues, and recognized a net loss of $1,631,500, due to a change in non-cash stock compensation, and cash of $194,320 used in operations. As of March 31, 2023, we had working capital of $4,688,939 and a shareholders’ equity of $1,230,216.

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, 2023, we had working capital of $4,688,939 compared to $4,845,188 for the year ended December 31, 2022. This decrease in working capital was due primarily to a decrease in cash.

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During the three months ended March 31, 2023, we used $194,320 of cash for operating activities, as compared to $458,446 for the prior period ended March 31, 2022. The decrease in the use of cash for operating activities for the current period was a result of a decrease in professional fees and research and development cost.

Net cash provided from equity financing activities was $0 for the three months ended March 31, 2023, as compared to $1,000 for the prior period ended March 31, 2022. The decrease was due to less equity financing during the current period. Our capital needs have primarily been met from the proceeds of the sale of our securities, as we currently have not generated any revenues.

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

PLAN

OF OPERATION AND FINANCING NEEDS

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

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

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

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM

4. CONTROLS AND PROCEDURES

Evaluationof 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, 2023, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and acting chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Changesin Internal Control over Financial Reporting

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

PART

II - OTHER INFORMATION

ITEM

1. LEGAL PROCEEDINGS

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

ITEM

1A. RISK FACTORS

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

ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM

3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM

5. OTHER INFORMATION

None.

ITEM

6. EXHIBITS

Exhibit No.	Description
31.1	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).
32.1	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
EX-101.INS	Inline<br> XBRL Instance Document
EX-101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
EX-101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	Inline<br> XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase
104	Cover<br> Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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 9, 2023.

NEWHYDROGEN, INC.
By:	/s/ David Lee
	Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer) and<br><br> <br>Acting<br> Chief Financial Officer<br><br> <br>(Principal<br> Financial Officer and<br><br> <br>Principal<br> Accounting Officer)

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EXHIBIT31.1

CERTIFICATIONPURSUANT TO

RULE13a-14(a) OR RULE 15d-14(a) OF THE

SECURITIESEXCHANGE ACT OF 1934

I, David Lee, certify that:

1.	I have reviewed<br> this Quarterly Report on Form 10-Q of NewHydrogen, Inc. for the quarter ended March 31, 2023;
2.	Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this<br> report;
3.	Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s<br> other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in<br> 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)<br> and 15d-15(f)) for the registrant and have:
a)	Designed such<br> disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br> that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to<br> provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s<br> other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions):
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a)	All significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
Date: May 9, 2023
---
/s/ David Lee
David Lee
Chief Executive Officer and
Acting Chief Financial Officer (Principal Executive<br> Officer and Principal Financial and Accounting Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Lee, Chief Executive Officer and 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:<br> May 9, 2023
/s/ David Lee
David<br> Lee
Chief<br> Executive Officer and
Acting<br> Chief Financial Officer<br><br> <br>(Principal<br> Executive Officer and<br><br> <br>Acting<br> Principal Financial and<br><br> <br>Accounting<br> Officer)