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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR
THE TRANSITION PERIOD FROM __________ TO __________

 COMMISSION
FILE NUMBER: 000-54819

INC.

 (Exact
name of registrant as specified 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, California 91387

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone number: ( 661) 251-0001

registered pursuant to Section 12(b) of the Exchange Act: None.

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

registered under Section 12(g) of the Exchange Act:

Stock, par value $0.0001 per share

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed 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

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 and post such files). Yes No

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 definitions of "large accelerated filer," "accelerated filer," "small
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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates, computed by reference to the price
at which the common stock was sold on June 30, 2023, was approximately $ 8,397,963.

 The
number of shares of the registrant's common stock outstanding, as of March 15, 2024 was 704,599,512.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis or Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationship and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 i

 PART
I

 ITEM
 1.

 BUSINESS.

 Overview

 We
are a developer of clean energy technologies. Our current focus is on developing a green hydrogen production technology that uses water
and heat rather than electricity to produce the world's cheapest green hydrogen.

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 (in a 2022 report) estimated to have a future market value of $12 trillion.

 Industry
Overview

is the most abundant and prevalent clean energy in the universe.

 73%
 of the Sun is made up of hydrogen.

 On
 a weight basis, hydrogen (142 MJ/kg) contains 3X as much energy as gasoline (46 MJ/kg), and 200X as much energy as lithium-ion batteries
 (0.6 MJ/kg).

 It
 can be used in fuel cells to power electric vehicles or cities.

 It
 can be combusted in gas turbines or internal combustion engines for power generation.

 It
 is a zero-emission clean fuel and produces only water vapor when used.

 It
 is the main ingredient in fertilizers that feed our hungry world.

does not exist in its pure form, and must be extracted. According to a 2022 report from the U.S. Department of Energy, more than 95%
of hydrogen in the world are made by steam reforming of natural gas ("Grey Hydrogen") or coal gasification ("Brown
Hydrogen"). Both sources of hydrogen are basically different forms of dirty, carbon heavy, and non-renewable fossil fuels. This
does nothing to help fight climate change or lead to renewable energy and a sustainable planet.

 According
to a 2023 research report from Vantage Market Research, green hydrogen has an annual market size of more than $374 million in 2021, and
is expected to hit $8.7 billion in 2028. Developing cost-competitive Green Hydrogen made from renewable resources such as solar, wind
and water can significantly expand the market for hydrogen. At this time, the electrolyzer technology represents the most well understood
way forward.

 Solar
or Wind Energy + Water + Electrolyzers = Green Hydrogen

 Abundant
sources of Green Hydrogen can power a clean energy world of fast charging fuel cell electric vehicles, light up our homes, make our fertilizers
and ultimately replace many forms of fossil fuels.

 An
overwhelming amount of scientific evidence shows that carbon emissions from fossil fuels have contributed to increasing global climate
change. Policymakers around the world have accelerated programs to enable the development and adoption of renewable energy. The U.S has
been slow to adopt such programs but is quickly becoming a formidable force. According to the World Resources Institute, more than 14
U.S. states have legislative mandates requiring 100% renewable electricity, some as early as 2040. Both the U.K. and European Union are
targeting net zero greenhouse gas emissions by 2050.

 With
this global backdrop and concerted actions toward climate policies and clean energy, we believe the Green Hydrogen revolution is ready
to take off. The Sun does not always shine, and the wind does not always blow. Therefore, green energy from solar and wind power is inherently
intermittent and unreliable as a primary source of power. However, by converting that green electricity into Green Hydrogen, it can be
used anywhere and anytime for electricity, chemicals, heating and all necessities of life.

 Because
of the versatility of hydrogen, we believe Green Hydrogen has the potential to fundamentally improve the world economy and usher in a
new era of economic prosperity, sustainability, and energy independence to those with access to solar, wind and water which describes
most of the entire world.

 Electrolyzer
Technology

 For
more than 200 years, scientists have known how to split water into hydrogen (H 2) and oxygen (O 2). By placing two
metal electrodes into a jar of salted water (electrolytic solution) and applying an electrical voltage between them, H 2 and
O 2 will bubble up at the separate electrodes. This process is called electrolysis and the device is called an electrolyzer.
If the source of electricity is renewable such as solar or wind, then the resulting hydrogen is a zero-greenhouse gas renewable resource
- Green Hydrogen.

 There
are two primary types of commercial electrolyzers. The original alkaline electrolyzer and the modern proton exchange membrane (PEM) electrolyzer.
However, neither technology can currently produce Green Hydrogen at scale that is cost competitive with Grey or Brown Hydrogen sourced
from fossil fuels. PEM electrolysis has the advantage of higher efficiency and quickly reacting to fluctuating input energy, which is
ideally matched to the fluctuating nature of solar and wind energy. Its smaller footprint also makes it ideal for distributed systems,
which is how most renewable energy systems are implemented.

 PEM
electrolyzers are expensive because they rely on rare materials such as platinum and iridium - which is akin to stardust found only in
asteroids - as chemical catalysts for the water-splitting reactions. According to National Renewable Energy Laboratory (NREL), these
materials account for nearly 50% of the capital cost of PEM electrolyzers. Additionally, the cost of electricity contributes to over
70% of hydrogen production costs.

 The
Problem with Electrolyzer Technology

 For
more than 100 years, the gold standard for producing green hydrogen is through electrolysis, using electrolyzers with solar or wind energy
to split water into hydrogen and oxygen. However, electrolyzers are very expensive and their efficiencies are fundamentally limited by
the natural laws of thermodynamics. For example, the theoretical voltage required to split water is 1.23V, but in real life, the voltage
required in an industrial electrolyzer is closer to 2V, sometimes more. This 60% or more of additional energy is wasted and not put into
hydrogen molecules.

 The
electrolyzer was first Invented in 1789 and its basic chemistry and architecture hasn't changed much since then, despite many materials
and manufacturing advancements. Nearly all electrolyzers suffer from the following disadvantages:

 Overvoltage
 - The need for much higher voltage, or input energy, to drive meaningful amounts of hydrogen production.

 Precious
 Metals - Catalysts used for water splitting are often precious metals such as platinum and iridium, a material so rare it can only
 be found in asteroids, and they all corrode over time.

 Membranes
 - Degradable membranes are needed to separate hydrogen (H 2) and oxygen(O 2) bubbles so they don't re-combine
 to make water (H 2 O).

 Distilled
 Water - Precious metals and membranes are highly susceptible to fouling, therefore expensively distilled pure water is required.

 2D
 Reaction Surfaces - Water splitting reactions can only happen on the surfaces of 2-dimentional electrode plates. Therefore, much
 of the water is literally waiting around to be zapped, resulting in low efficiency and low throughput.

 According
to the 2022 Oxford Institute for Energy Studies, The biggest problem with electrolyzers is the use of electricity, which accounts for
nearly 73% of the cost of Hydrogen production.

 The
Solution – Using Heat Instead of Electricity is a Better Way

 Cheap,
widely available green hydrogen could revolutionize global energy systems and presents a $12 trillion market opportunity. NewHydrogen
aims to play a leading role in capturing a share of this enormous potential market by developing a whole new way to reduce the cost of
green hydrogen."

 NewHydrogen
is developing ThermoLoop TM, a novel low-cost thermochemical process to split water using inexpensive heat, instead of expensive
electricity. Previous thermochemical approaches use extremely hard to manage temperatures such as 2,000 C, or an inefficient series
of step reactions at different temperatures to split water into oxygen and hydrogen. Using heat to split water isn't new, but our
goal with ThermoLoop TM is to develop an elegant and highly efficient chemical looping redox process operating at normal industrial
temperatures ranges (below 1000 C).

 One
step oxidizes (changes) the material to facilitate hydrogen production, the other step(s) reduce (recover) the material and produce oxygen.
These steps operate in a continuous process loop that splits an incoming supply of steam (water). This type of redox chemistry is simple
on paper but hard in practice. The magic lies in the redox properties of certain multiphase materials, and this has not been done before
and represents an exciting development that may enable substantial cost reduction by skipping expensive electricity. Inexpensive heat
can be obtained from concentrated solar, geothermal, nuclear reactors or industrial waste heat."

 Applications
of Green Hydrogen

 Unlike
lithium-ion where it is simply a battery technology, Green Hydrogen is an economy. There are many applications for Green Hydrogen, some
with larger markets than others. Here are just a few.

 (Source:
U.S. Department of Energy)

 Green
 Electric Grid - The electric grid is finicky, sometimes it needs a lot of electricity sometimes it does not. Unused electricity
 from solar and wind farms are wasted if it is not used immediately. The Sun does not always shine, and the wind does not always blow,
 and this makes solar and wind sourced electricity unreliable. One solution is to use an electrolyzer system to convert the excess
 solar/wind electricity into hydrogen and store it in inexpensive nearby underground caverns. When electricity demand spikes, the
 hydrogen can be converted back into electricity through a fuel cell. We believe, this is a very scalable solution as opposed to miles
 and miles of very expensive grid-scale battery systems. In fact, the Advanced Clean Energy Storage project in Utah aims to do just
 this by building the world's largest storage facility for 1,000 megawatts of clean power, partly by putting hydrogen into underground
 salt caverns.

 Fuel
 Cell Electric Vehicles (FCEV) - Perhaps the most exciting application of hydrogen is the direct use in fuel cell electric vehicles.
 A hydrogen tank in a passenger car can be filled in under five minutes. The only tailpipe emission is water. According to a recent
 article by Hydrogen Fuel News, hydrogen car market is expected to take off by 2028. Until now, the zero-emission passenger vehicle
 market has been dominated by battery electric technology by a wide margin. The falling price of green hydrogen and energy security
 issues in terms of electricity in many areas of the world, however, are causing automakers, governments and consumers to look more
 favorably at hydrogen than had previously been the case.

 Battery
 Electric Vehicles (BEV) - We believe BEV and FCEV can coexist just like diesel and gasoline cars coexist today. BEVs running on
 electricity generated through the Green Electric Grid is a beneficiary and indirect user of hydrogen technology. The Green Electric
 Grid is the network of solar, wind and other alternative energy generation and distribution.

 Fueling Stations - We believe electrolyzers are well suited and scalable for distributed onsite Green Hydrogen generation in
 fueling station applications. With green electricity from a nearby solar array or renewable electric grid, Green Hydrogen can be
 produced anywhere and anytime. This distributed model of hydrogen production eliminates the need for expensive transportation from
 a centralized facility.

 Lower
 Carbon Gas Infrastructure - Green Hydrogen can serve as a steppingstone to a lower carbon footprint natural gas supply. Southern
 California Gas, and others, have demonstrated that the existing natural gas pipelines that supply gas to our cooking stoves and homes
 can safely contain 5-10% hydrogen without any modifications. This means that an electrolyzer system near a natural gas plant can
 inject Green Hydrogen directly into the existing gas infrastructure, lowering the carbon footprint of our meals and our warm homes.

 Air
 Taxis of the Future - Hydrogen has 200 times the theoretical energy of lithium-ion batteries per kilogram. We believe hydrogen
 is the obvious choice because of its lighter weight, in the emerging but potentially revolutionary air mobility market of small electric
 aircrafts, such as the Skai air tax drone. According to Skai, battery-powered air mobility vehicles are projected to have flight
 durations of less than half an hour before needing to recharge - Skai's hydrogen fuel cells give them the ability to fly continuously
 for up to 4 hours or more with higher capacity auxiliary tanks.

and Development

 NewHydrogen
is developing ThermoLoop – a breakthrough technology that uses water and heat rather than electricity to produce the world's
lowest cost green hydrogen. 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.

 Marketing
Strategy

 We
will begin marketing our ThermoLoop TM technology as soon as a tangible form of quantitative performance demonstration becomes
available. Our marketing plan includes engaging with manufacturers of existing thermochemical hydrogen production component and delivery
infrastructure, as well as identifying and developing relationships with potential licensing partners with large scale hydrogen generation
and supply logistics all over the world.

 We
are currently outsourcing our promotion efforts to a public relations firm that is assisting us with comprehensive advertising and promotion
of the Company.

 Backlog
of Orders

 We
do not have any backlog of orders.

 Government
Contracts

 We
do not have any government contracts at this time.

 Compliance
with Environmental Laws and Regulations

 Our
operations are subject to local, state and federal laws and regulations governing environmental quality and pollution control. To date,
our compliance with these regulations has had no material effect on our operations, capital, earnings, or competitive position, and the
cost of such compliance has not been material. We are unable to assess or predict at this time what effect additional regulations or
legislation could have on our activities.

 Manufacturing
and Distribution

 On
February 2, 2022, we entered into a Manufacturing Supply Agreement with Verde LLC providing for the future commercial production of hydrogen
generation plants. The term of the Agreement continues through December 31, 2024, unless earlier terminated pursuant to the terms thereof.
Additionally, the Agreement contemplates that the quantities, pricing and delivery date and other terms will be set forth in purchase
orders issued under the Agreement.

 We
may enter into additional agreements for the manufacture and distribution of our own technology products in the future.

 Intellectual
Property

 On
May 19, 2011, we filed a U.S. patent to protect the intellectual property rights for "Photovoltaic Module Backsheet, Materials
for Use in Module Backsheet and Process for Making the Same," application number 13/093,549. The inventor listed on the patent
application is Stanley Levy, our former Chief Technology Officer. The Company is listed as assignee. This patent was issued on July 14,
2015. Our BioBacksheet R is currently available for licensing only.

 On
March 26, 2018, North Carolina Agricultural and Technical State University filed a U.S. patent application U.S. Serial No. 62/473,772
titled "Prelithiated Silicon Particles for Lithium Ion Batteries", and we currently have option to negotiate for a non-exclusive
License Agreement for the use of the technology. The patent was issued on December 29, 2020.

 Competition

 There
are a number of companies developing green hydrogen technologies including ITM Power, Clean Power Hydrogen Group, Sunfire, Greenway Energy,
Amalyst, and AFC Energy. We expect a high level of competition, but the market opportunity is very large. Once we implement the prototype
demonstration of our technology for commercial application, we plan on seeking partnership or licensing arrangements for our green hydrogen
technology with a select group of equipment manufacturers of green hydrogen.

 Technology
Development Partners

 On
September 28, 2017, the Company entered into an Exclusive License Agreement (the "License Agreement") with the North Carolina
A&T State University related to the use of the University's intellectual property in the Company's business of developing,
producing and marketing lithium-ion batteries. Within thirty (30) days after entering into the License Agreement, the Company paid to
the University a one-time, non-refundable license fee in the sum of $15,000. Pursuant to the terms of the License Agreement, the Company
is obligated to pay all costs of preparing, filing, prosecution, issuance and maintenance related to the patents underlying the intellectual
property licensed by the Company. In addition, the Company is obligated to make certain annual royalty payments and sub-licensing fees.
On September 28, 2020, the Company again paid to the University annual non-refundable licensee fee of $15,000. On September 28, 2021,
the Company chose not to renew the exclusive licensing arrangement. The Company retains option for a nonexclusive license to use the
technology.

 On
June 14, 2018, the Company executed a joint development agreement with Silicio Ferrosolar SLU, a subsidiary of Ferroglobe, PLC (NASDAQ:GSM),
for collaborative efforts to assess, develop, and/or market silicon anode materials for high power, high energy lithium ion batteries
by integrating BioSolar technology and Ferroglobe silicon materials. The agreement expired on June 14, 2022 pursuant to the original
terms of the agreement.

 On
March 6, 2020, the Company executed a joint development agreement with Soelect, Inc, for collaborative efforts to assess, develop, and/or
market a processing technology to produce silicon oxide anode materials for electric vehicle lithium ion batteries. The Company ended
the joint development relationship in June 2021 and has pivoted away from pursuing battery technology to focus on pursuing Green Hydrogen
Opportunities. On May 27, 2021, the Company terminated the joint development agreement.

 On
December 14, 2020, the Company executed a sponsored research agreement with the University of California, Los Angeles, for collaborative
efforts to discover and develop efficient and stable earth-abundant material-based catalysts for hydrogen production through water electrolysis.
 On October 30, 2022, the Company entered into Sponsored Research Agreement Third Amendment (the
"Amendment Agreement"). Pursuant to the Amendment Agreement, the Sponsored Research Agreement was further amended to among
other things (i) extend the term of the Sponsored Research Agreement to December 31, 2025; (ii) increase the consideration payable to
the University under the Sponsored Research Agreement to $2,797,368; (iv) amend the scope of work under the Sponsored Research Agreement;
and (iii) update the schedule of payments to the University. On December 1, 2023, the Company exercised its option to conclude its sponsored
research that was being conducted pursuant to the Sponsored Research Agreement with the University of California Los Angeles (UCLA),
as amended (the "Agreement"). Sponsored research under the Agreement, which resulted in successful development of non-precious
metal-based oxygen evolution reaction (OER) catalyst and hydrogen evolution reaction (HER) catalyst that uses an order of magnitude less
platinum, concluded effective December 31, 2023. In the future, the Company may choose to negotiate with UCLA to license intellectual
property arising from the sponsored research under the Agreement. The Company made the decision to conclude the Agreement to fully focus
its research efforts and financial resources on the development of its ThermoLoop TM technology at UC Santa Barbara (UCSB).

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

 To
assist us in the development of our technology, we intend to seek out and enter into technology development agreements with other entities
with testing and materials expertise.

 Corporate
Information and History

 We
were incorporated in the State of Nevada on April 24, 2006, as BioSolar Labs, Inc. Our name was changed to BioSolar, Inc. on June 8,
2006, and to NewHydrogen, Inc. on April 30, 2021.

 Our
principal executive offices are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387, and our telephone number
is (661) 251-0001.

 Our
fiscal year end is December 31.

 Available
Information

 We
file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the
"SEC"). These filings are available to the public on the Internet at the SEC's website at

 We
maintain our corporate website at  (this website address is not intended to function as a hyperlink and
the information contained on our website is not intended to be a part of this Report).

 Human
Capital Resources

 As
of March 15, 2024 we had two (2) full time employees. We have not experienced any work stoppages and we consider relations with our employees
to be good.

 ITEM
 1A.

 RISK
 FACTORS.

 WE
HAVE A LIMITED HISTORY OF LOSSES AND HAVE NEVER REALIZED REVENUES TO DATE.

 Since
inception, we have incurred losses and have negative cash flows from operations and have realized only minimal revenues. From inception
through December 31, 2023, we have an accumulated deficit of $176,279,264. These factors, among others discussed in Note (1) to the financial
statements included in this Annual Report, raise substantial doubt about our ability to continue as a going concern. We expect to continue
to incur net losses until we are able to realize revenues to fund our continuing operations. We may fail to achieve any or significant
revenues from sales or achieve or sustain profitability. Accordingly, there can be no assurance of when, if ever, we will be profitable
or be able to maintain profitability.

 WE
ARE A DEVELOPMENT STAGE COMPANY AND MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION STRATEGY IF WE ARE ABLE TO LAUNCH OUR
PRODUCT AND SERVICE OFFERINGS.

 We
are a development stage company that was formed on April 24, 2006 and may not be able to launch our product and service offerings or
implement the other features of our business strategy at the rate or to the extent presently planned. If we are able to launch our product
and service offerings, our projected growth will place a significant strain on our administrative, operational and financial resources.
If we are unable to successfully manage our future growth, establish and upgrade our operating and financial control systems, recruit
and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations
could be materially and adversely affected.

 WE
MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES.

 While
we have made progress in the development of our products, we have generated only minimal revenues and are unable to project when we will
achieve profitability, if at all. As is the case with any new technology, we are a development stage company and expect the development
process to continue. We may not be able to develop our product offering, develop a customer base and markets, or implement the other
features of our business strategy at the rate or to the extent presently planned. Growth beyond the product development stage will place
a significant strain on our administrative, operational and financial resources. In addition, our operations will not be able to move
out of the development stage without additional funding.

 OUR
REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET; THE FAILURE OF WHICH WOULD CAUSE TO CURTAIL OR CEASE OPERATIONS.

 We
believe that virtually all of our revenues will come from the sale or license of our products. As a result, we will continue to incur
substantial operating losses until such time as we are able to sell and license our products and generate revenue. There can be no assurance
that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay
for or license our products. In the event that we are not able to significantly increase the number of customers that purchase or license
our products, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will
be materially and adversely affected.

 WE
DO NOT MAINTAIN THEFT OR CASUALTY INSURANCE, AND ONLY MAINTAIN MODEST LIABILITY AND PROPERTY INSURANCE COVERAGE AND THEREFORE WE COULD
INCUR LOSSES AS A RESULT OF AN UNINSURED LOSS.

 We
do not maintain theft or casualty insurance and we have modest liability and property insurance coverage. We cannot assure you that we
will not incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured loss or liability could
have a material adverse effect on our results of operations.

 IF
WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL, OUR BUSINESS COULD SUFFER.

 Our
success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly
dependent on our Chairman and President, Dr. David Lee, who has been critical to the development of our technologies and business. The
loss of the services of Dr. Lee could have a material adverse effect on our operations. We do not have an employment agreement with Dr.
Lee and do not maintain key man insurance with respect to Dr. Lee. Accordingly, there can be no assurance that Dr. Lee will remain associated
with us. His efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development
stage company to a company with commercialized products and services. If we were to lose Dr. Lee, or any other key employees or consultants,
we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

 THE
LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT.

 We
may rely on strategic relationships with technology development partners to provide personnel, and expertise in the research and development
of our technology and manufacturing process underlying our product. A loss of these relationships for any reason could cause us to experience
difficulties in completing the development of our product and implementing our business strategy. There can be no assurance that we could
establish other relationships of adequate expertise in a timely manner or at all.

 OUR
CURRENT AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES THAN WE DO, MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE
DEMAND FOR, AND THE PRICES OF, OUR PRODUCTS TO DECLINE.

 While
there are a number of companies developing green hydrogen production technologies including electrolyzers, we do not know of any employing
anything similar to our ThermoLoop TM technology. We may face competition from these companies as they may expand or extend
their product offering to incorporate new thermochemical water splitting technologies.

 Many
of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development
and marketing resources, greater name recognition and larger customer bases than we do. Our present or future competitors may be able
to develop products comparable or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends
and standards or customer requirements, or devote greater resources to the development, promotion and sale of their products than we
do. Accordingly, we may not be able to compete effectively in our markets, competition may intensify and future competition may harm
our business.

 WE
ARE CONTROLLED BY CURRENT OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS.

 Our
directors and executive officers beneficially own approximately 39% of the outstanding shares of our common stock as of December 31,
2023. Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to
control the election of our Board of Directors and the outcome of matters submitted to a vote of our stockholders.

 Risks
Related to Our Common Stock

 BECAUSE
THERE IS A LIMITED MARKET IN OUR COMMON STOCK, STOCKHOLDERS MAY HAVE DIFFICULTY IN SELLING OUR COMMON STOCK AND OUR COMMON STOCK MAY
BE SUBJECT TO SIGNIFICANT PRICE SWINGS.

 There
is a very limited market for our common stock. Since trading commenced in February 2007, there has been little activity in our common
stock and on some days, there is no trading in our common stock. Because of the limited market for our common stock, the purchase or
sale of a relatively small number of shares may have an exaggerated effect on the market price for our common stock. We cannot assure
stockholders that they will be able to sell common stock or, that if they are able to sell their shares, that they will be able to sell
the shares in any significant quantity at the quoted price.

 OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH
MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

 The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 that
 a broker or dealer approve a person's account for transactions in penny stocks; and

 the
 broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the
 penny stock to be purchased.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 obtain
 financial information and investment experience objectives of the person; and

 make
 a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge
 and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form:

 sets
 forth the basis on which the broker or dealer made the suitability determination; and

 that
 the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 Disclosure
also to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commission
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements to be sent disclosing recent price
information for the penny stock held in the account and information on the limited market in penny stocks.

 WE
DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE; ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

 We
do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend
on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider
relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development
and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to
the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of
directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its
stock price appreciates.

 OUR
ARTICLES OF INCORPORATION ALLOW FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS, WHICH
COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

 Our
board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors
has the authority to issue up to 10,000,000 shares of our preferred stock without further stockholder approval. As a result, our board
of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the right to
our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock.
In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our
common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result
in dilution to our existing stockholders.

 ADDITIONAL
STOCK OFFERINGS IN THE FUTURE MAY DILUTE THEN-EXISTING STOCKHOLDERS' PERCENTAGE OWNERSHIP OF THE COMPANY.

 Given
our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of common
stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes,
stock options or warrants. We anticipate that our issuance of additional common stock or securities convertible into or exercisable into
common stock in the future will dilute the percentage ownership of then current stockholders.

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
 1C.

 CYBERSECURITY.

 Risk
Management and Strategy

 We
recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our management team works closely with our IT department to continuously evaluate and address cybersecurity
risks in alignment with our business objectives and operational needs.

 Oversee
Third-party Risk

 Because
we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage
these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers
and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents
originating from third-parties.

 Risks
from Cybersecurity Threats

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 ITEM
 2.

 PROPERTIES.

 Our
headquarters are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387. We lease our facility under a month-to-month
lease without an expiration date. Our monthly lease payment is $550. The size of our office is 144 square feet.

 ITEM
 3.

 LEGAL
 PROCEEDINGS.

 We
are not currently a party to, nor are any of our property currently the subject of, any pending legal proceeding that will have a material
adverse effect on our business.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our
common stock is quoted on the OTC Pink maintained by the OTC Markets Group, Inc. under the ticker symbol "NEWH".

Stock

 We
are authorized to issue 6,000,000,000 shares of common stock, $0.0001 par value per share.

 Holders
of the Company's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election
of directors can elect all of the directors to our board of directors. Subject to the rights of our preferred stock, holders of the Company's
common stock representing a majority of the voting power of the Company's common stock issued, outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority
of the Company's outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger
or an amendment to the Company's articles of incorporation.

 Subject
to the rights of preferred stockholders (if any), holders of the Company's common stock are entitled to share in all dividends
that the Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or
winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities
and after providing for each class of stock, if any, having preference over the common stock. The Company's common stock has no
pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company's common stock.

 As
of March 15, 2024, our common stock was held by 87 stockholders of record and we had 704,599,512 shares of common stock issued and outstanding.
We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant portion
of our outstanding common stock is held of record in broker street names for the benefit of individual investors.

 Dividend
Policy

 We
have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in
the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors
and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the board
of directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

 Transfer
Agent

 The
Company's registrar and transfer agent is Clear Trust, LLC, 16540 Pointe Village Dr, Suite 210 Lutz, Florida 33558.

 Equity
Compensation Plan

 On
April 11, 2022, the Company's Board of directors adopted the NewHydrogen, Inc. 2022 Equity Incentive Plan (the "Plan").
The stated purposes of the Plan are to (a) enable the Company, to attract and retain the types of employees, consultants and directors
who will contribute to the Company's long range success; (b) provide incentives that align the interests of Employees, Consultants
and Directors with those of the stockholders of the Company; and (c) promote the success of the Company's business.

 The
maximum number of shares of common stock initially available for issuance under the Plan is 500,000,000 shares of common stock and thereafter
shall automatically be increased on the first day of the Company's fiscal year beginning in 2023 so that the total number of shares
issuable under the Plan shall at all times equal fifteen percent (15%) of the Company's fully diluted capitalization on the first
day of the Company's fiscal year, unless the Company's Board of Directors adopts a resolution providing that the number of
shares issuable under the 2022 Plan shall not be so increased. The shares of common stock subject to stock awards granted under the Plan
that are canceled, forfeited or expire prior to exercise, either in full or in part, shall again become available for issuance under
the 2022 Plan. Shares subject to a stock award under the Plan shall not again be made available for issuance or delivery under the Plan
if such shares are (a) shares tendered in payment of an option or (b) shares delivered or withheld by the Company to satisfy any tax
withholding obligation.

 In
the event of a change in control, the Company may, but shall not be obligated to: (a) accelerate, vest or cause the restrictions to lapse
with respect to all or any portion of any stock award; (b) cancel stock awards and cause to be paid to the holders of vested stock awards
the value of such stock awards, if any, as determined by the Company, in its sole discretion, it being understood that in the case of
any option with an option exercise price that equals or exceeds the price paid for a share of common stock in connection with the change
in control, the Company may cancel the option without the payment of consideration therefor; (c) provide for the issuance of substitute
stock awards or the assumption or replacement of such stock awards; or (d) provide written notice to the holders that for a period of
at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares
of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and
be of no further force and effect.

 The
Board may suspend or terminate the Plan at any time. The Plan is scheduled to terminate automatically in ten (10) years following the
effective date. No rights may be granted under the Plan while the Plan is suspended or after it is terminated. The Board may amend or
modify the Plan at any time. To the extent required by applicable law or regulation, and except as otherwise provided in the Plan, stockholder
approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the Plan,
(b) materially expands the class of individuals eligible to receive stock awards under the Plan, (c) materially increases the benefits
accruing to the participants under the Plan or materially reduces the price at which shares of common stock may be issued or purchased
under the Plan, (d) materially extends the term of the Plan, or (e) expands the types of awards available for issuance under the Plan.

 Unregistered
Sales of Equity Securities

 None.

 Issuer
Purchases of Equity Securities

 None.

 ITEM
 6.

 [Reserved]

 ITEM
 7.

 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 or Plan of Operation" below, and elsewhere in this annual 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 annual report.
Subsequent written and oral forward looking statements attributable to us or to persons acting in our behalf are expressly qualified
in their entirety by the cautionary statements and risk factors set forth below and elsewhere in this annual report, 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 Annual Report beginning on page F-1.

 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.

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.

 RESULTS
OF OPERATIONS - YEAR ENDED DECEMBER 31, 2023 COMPARED TO THE YEAR ENDED DECEMBER 31, 2022

 General
and Administrative Expenses

 General
and administrative ("G&A") expenses decreased by $(8,016,619) to $2,972,266 for the year ended December 31, 2023, compared
to $10,988,885 for the prior period December 31, 2022. This decrease in G&A expenses was the result of a decrease in non-cash stock
compensation of $(8,262,368), with an increase in salaries of $72,115, an increase in professional fees of $31,054, an increase in investor
relations of $56,610, an increase in insurance of $33,155, with an overall decrease of $52,815 in other G&A expenses.

and Development

and Development ("R&D") expenses decreased by $(892,605) to $202,878 for the year ended December 31, 2023, compared to
$1,095,483 for the prior period ended December 31, 2022. This overall decrease in R&D expenses was the result of a decrease in corporate
outside services.

and amortization Expense

and amortization expense for the years ended December 31, 2023 and 2022 was $4,106 and $4,214, respectively.

 Other
Income/(Expenses)

 Other
income and (expenses) decreased by $(1,336) to $1,718 of other expense for the year ended December 31, 2023, compared to $3,054 of other
income for the prior period ended December 31, 2022. The decrease of $1,336 consisted of interest income and cash discounts combined.

 Net
Loss

 Our
net loss was $3,177,532 for the year ended December 31, 2023, compared to a net loss of $12,085,528 for the prior period ended December
31, 2022. The decrease of $8,907,996 in net loss was due to a decrease in non-cash change in stock compensation expense. The Company
has not generated any revenues.

 LIQUIDITY
AND CAPITAL RESOURCES

 As
of December 31, 2023, we had $3,678,942 in working capital as compared to $6,655,953 for the prior year ended December 31, 2022. The
decrease in working capital was due primarily to a decrease in cash, prepaid expenses, and accounts payable.

the year ended December 31, 2023, the Company used $1,156,256 of cash for operating activities, as compared to $1,812,013 for the prior
year ended December 31, 2022. The decrease in the use of cash for operating activities was a result of a decrease in research and development
and professional fees in the year ended December 31, 2023 compared to December 31, 2022. The Company is focused on development of silicon
anode additive technology for next generation lithium-ion batteries.

 Cash
used in investing activities for the years ended December 31, 2023 and 2022 was $0, respectively.

 Cash
provided from financing activities during the year ended December 31, 2023 was $0 as compared to $1,000 for the prior year ended December
31, 2022. Our capital needs have primarily been met from the proceeds of convertible debt offerings and equity financing. We are currently
in the development stage of our business and have no revenues.

 Our
financial statements as of December 31, 2023 and 2022 have been prepared under the assumption that we will continue as a going concern.
Our independent registered public accounting firm has issued their report dated March 20, 2024 that included an explanatory paragraph
expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability
to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain
additional equity or debt financing, attain further operating efficiencies and, ultimately, 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 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 TM 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 second half of 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
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLSOURES ABOUT MARKET
 RISK.

 As
a "Smaller Reporting Company", this Item and the related disclosure is not required.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA.

 All
financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated
by reference.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures.

 We
maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under
the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 In
designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures
are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment
in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and
procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions.

 As
of December 31, 2023, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring
that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time
periods specified for each report by the SEC, and that such information is accumulated and communicated to our management, including
our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

 Management's
Report of Internal Control over Financial Reporting.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined
in Exchange Act Rule 13a - 15(f). Our internal control system was designed to provide reasonable assurance to our management and the
Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no
matter how well designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework - Guidance
for Smaller Public Companies (the COSO criteria). Based on our assessment we believe that, as of December 31, 2023, our internal controls
over financial reporting is effective based on those criteria.

 This
annual report does not include an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding
internal control over financial reporting. Management's report was not subject to attestation by the Company's independent
registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management's
report in this Form 10-K.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2023 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION.

 None.

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN
 JURSIDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

 Name

 Age

 Position

 David
 Lee

 Chairman,
 President and Acting Chief Financial Officer

 Steven
 Hill

 Chief
 Executive Officer and Director

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

 David
Lee - Chairman of the Board, President and Acting Chief Financial Officer of the Company since inception (April 24, 2006). Dr. Lee
has over 35 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication
systems, automotive electronics, software development and consulting. From 2004 to 2006, he was with Ramsey-Shilling Co. in the business
of Commercial Real Estate Investment and Brokerage. From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc.,
a Delaware company engaged in the business of Internet Software Development. From 1994 to 2000, he served as Vice Present and General
Manager for RF-Link Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing.
Dr. Lee received a Ph. D. in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from
University of Michigan in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.

 The
Board of Directors has concluded that Dr. Lee is qualified to serve as a director of the Company because of his diverse experience in
technology, marketing, and executive management.

 Steven
Hill – Chief Executive Officer of the Company since June 15, 2023 and Vice President and a Director of the Company since March
20, 2023. Mr. Hill is an accomplished sales executive with over 20 years of experience in the biopharmaceutical industry and over 6 years
of experience in the real estate industry. From March 2022 to February 2023, Mr. Hill served as a sales associate for Alemann and Associates
Realty in Santa Barbara, CA. From October 2016 to February 2023, he served as a managing member of Hill Investments, LLC, a real estate
investment and design group during which time Mr. Hill consulted on property development and managed real estate investments. From December
2015 to October 2021, he served as a regional account manager for Relypsa Inc, a biopharmaceutical start-up in Redwood City, CA. Mr.
Hill's experience in the pharmaceutical industry leading up to Relypsa began in 2000 with roles varying from sales to marketing
and leadership with AstraZeneca, Organon, Schering-Plough and Daiichi Sankyo. Mr. Hill received a Master of Business Administration degree
from IE Business School, a Bachelor of Science in Technology Management degree from Utah Valley University and an Associate of Science
in Aviation Science degree from Utah Valley University.

 The
Board of Directors has concluded that Mr. Hill is qualified to serve as a director of the Company because of his diverse experience in
technology, marketing, and executive management.

 COMMITTEES
OF THE BOARD

 We
currently do not maintain any committees of the Board of Directors. Given our size and the development of our business to date, we believe
that the board through its meetings can perform all of the duties and responsibilities which might be performed by a committee. We do
not currently have an audit committee financial expert.

 INDEBTEDNESS
OF EXECUTIVE OFFICERS AND DIRECTORS

 No
executive officer, director or any member of these individuals' immediate families or any corporation or organization with whom
any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

 FAMILY
RELATIONSHIPS

 There
are no family relationships among our executive officers and directors.

 CODE
OF ETHICS

 We
have adopted a Code of Ethics that applies to all of our directors, officers and employees. The text of the Code of Ethics is filed as
an exhibit to this annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission
on March 25, 2008. The Company will provide to any person without charge, upon request to the Company at its office, a copy of the Code
of Ethics. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Audit Committee
and, in the case of a waiver for members of the Audit Committee, by the Board of Directors. Any such waivers will be promptly disclosed
to our stockholders.

 LEGAL
PROCEEDINGS

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

 the
 subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
 either at the time of the bankruptcy or within two years prior to that time;

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

 subject
 to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any
 Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any
 type of business, securities or banking activities;

 found
 by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a
 federal or state securities or commodities law.

 the
 subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
 reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;
 (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or
 permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,
 or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
 entity; or

 the
 subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
 of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
 authority over its members or persons associated with a member.

 Board
Leadership Structure and Role in Risk Oversight

 Although
we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we
have traditionally determined that it is in the best interests of the Company and its stockholders to combine these roles. Due to the
small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer
positions combined. In addition, having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion
and provides clear leadership for the Company, with a single person setting the tone and managing our operations. The Board oversees
specific risks, including, but not limited to:

 appointing,
 retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent
 auditors relating to financial reporting;

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

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

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

 discussing
 the annual audited financial statements with the management;

 meeting
 separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal
 controls, the auditor's engagement letter and independence letter and other material written communications between the independent
 auditors and the management; and

 monitoring
 the risks associated with management resources, structure, succession planning, development and selection processes, including evaluating
 the effect the compensation structure may have on risk decisions.

 Board
of Directors Meetings and Attendance

 We
have no formal policy regarding director attendance at the annual meeting of stockholders. The Board of Directors held seven (7) meetings
in 2023 including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this Annual Report. All
Board members were present at all of the meetings.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires the Company's directors, executive officers and persons who own more than 10% of the Company's
stock (collectively, "Reporting Persons") to file with the SEC initial reports of ownership and changes in ownership of the
Company's common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, based solely on its review of the copies of such reports received or written representations
from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31,
2023 all Reporting Persons timely complied with all applicable filing requirements.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION.

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

 Name
 and
 Principal
 Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 Option

 Awards
 ($)

 Non-Equity

 Incentive Plan
 ($)

 Non-
 Qualified

 Deferred

 All
 Other
 ($)

 Total

 ($)

 David Lee(3)

 2023

 $
 290,000

 1,129,051
 (1)

 $
 1,419,051

 - President and Acting CFO

 2022

 $
 240,000

 -

 -

 8,764,249
 (1)

 -

 -

 -

 $
 9,004,249

 2021

 $
 232,000

 -

 -

 22,491,570
 (1)

 -

 -

 -

 $
 22,723,570

 Steven Hill (4)

 2023

 $
 197,115

 160,400
 (2)

 $
 357,515

 CEO and

 Vice President

 Spencer Hall – COO(5)

 2022

 $
 175,000

 -

 -

 -

 -

 -

 -

 $
 175,000

 -

 -

 -

 -

 -

 $

 (1)

 Calculated
 at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value
 of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of February 18,
 2021, half of the shares vested immediately, and the remaining half shall become exercisable in equal amounts over a twenty-four
 (24) month period during the term of the Optionee's employment. On June 29, 2021, the Company repriced the options and recognized
 additional compensation expense per ASC 718. Mr. Lee was granted options to purchase 400,000,000 shares of common stock at an exercise
 prices of $0.021 - $0.091, with a cumulative fair value of $32,384,870 calculated using the Black Scholes method.

 (2)

 Calculated
 at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value
 of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of March 20, 2023,
 the options had a six (6) month cliff, plus a thirty (30) month vesting period options shall become exercisable during the term of
 the Optionee's employment. Mr. Hall was granted options to purchase 50,000,000 shares of common stock at an exercise price
 of $0.0137, with a fair value of $160,400 calculated using the Black Scholes method.

 (3)

 Calculated
 at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value
 of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of February 18,
 2021, the options shall become exercisable in equal amounts over a thirty-six (36) month period during the term of the Optionee's
 employment. On June 29, 2021, the Company repriced the options and recognized additional compensation expense per ASC 718. Mr. Hall
 was granted options to purchase 50,000,000 shares of common stock at various exercise prices, with a fair value of $2,796,269 calculated
 using the Black Scholes method. As of June 30, 2023, all stock options were cancelled.

 (4)

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

 (5)

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

 (6)

 On
 December 21, 2022, Spencer Hall informed the Company of his decision to resign as Chief Operating
 Officer of the Company to pursue other opportunities effective December 31, 2022.

 Employment
Agreements

 On
March 11, 2023, the Company and Mr. Hill entered into an employment offer letter (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.

 On
March 14, 2023, the board of directors approved an increase to the base salary of David Lee, the Company's President and Acting
Chief Financial Officer, resulting in a base salary of $300,000, effective March 1, 2023. The
Company currently has no employment agreement with Mr. Lee.

 Employee
Benefit Plans

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

 Director

 Directors
receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of
the Board. Currently, our directors do not receive monetary compensation for their service on the Board of Directors.

 ITEM
 12.

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

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

 all
 directors and nominees, naming them,

 our
 executive officers,

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

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

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

 A
person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 11, 2024, upon the exercise
of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options,
warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60
days of March 15, 2024 have been exercised and converted. Unless otherwise indicated, the address of each of the following beneficial
owner is c/o NewHydrogen, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387.

 Title
 of Class

 Name
 of Beneficial Owner

 of Shares of Common Stock
 Beneficially Owned

 Percentage
 of
 Common Stock Beneficially Owned(1)

 Common Stock

 David Lee (2)

 404,769,290

 36.6
 %

 Common Stock

 Steven Hill (3)

 18,055,556

 2.5
 %

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

 422,824,846

 39.1
 %

 1.

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

 2.

 Includes
 4,769,290 shares of common stock and 400,000,000 shares of common stock underlying options that are fully vested and that will vest
 within 60 days of the date of this report.

 3.

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

Authorized for Issuance Under Equity Compensation Plan

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

 Plan Category

 of
 securities to
 be issued
 upon
 exercise of
 outstanding
 options,
 warrants
 and rights

 Weighted-

 average
 exercise
 prices of
 outstanding
 options,
 warrants
 and rights

 of
 securities
 remaining
 available for
 future
 issuance
 under the
 equity
 compensation
 plans

 (excluding
 securities
 reflected in
 column (a))

 (a)

 (b)

 Equity compensation plans approved
 by security holders

 450,000,000

 $
 0.021-
 0.0137

 -

 Equity compensation
 plans not approved by security holders

 $
 0.0223

 -

 Total

 -

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

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

 Director
Independence

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

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES.

 Audit
Fees

 The
following table shows that fees that were billed to the Company by our independent registered public accounting firm for professional
services rendered in 2023 and 2022.

 The
audit fees represent fees for professional services performed by M&K CPAS, PLLC ("M&K") as applicable, for the audit
of our financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection
with statutory and regulatory filings or engagements.

 Year

 Audit
 Fees

 Audit-
 Related
 Fees

 Tax
 Fees

 All
 Other
 Fees

 2023

 $
 30,700

 $
 -

 $
 -

 $
 -

 2022

 $
 31,950

 $
 -

 $
 -

 $
 -

 Audit-Related
Fees

 We
did not incur assurance and audit-related fees during 2023 and 2022, to M&K as applicable, nor in connection with the audit of our
financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

 Tax
Fees

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

 All
Other Fees

 There
were no other fees billed to us by M&K as applicable, for services rendered to us during the years ended December 31, 2023 and 2022,
respectively, other than the services described above under "Audit Fees" and "Audit-Related Fees."

 As
of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other
things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage our
independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings,
as set forth above.

 ITEM
 15.

 EXHIBIT
 AND FINANCIAL STATEMENT SCHEDULES.

 Exhibit
 No.

 Description

 3.1

 Articles
 of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on April 24, 2006 (Incorporated by reference to
 the Company's Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

 3.2

 of Amendment to Articles of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on May 25, 2006 (Incorporated
 by reference to the Company's Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

 3.3

 of Amendment to Articles of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on June 8, 2006 (Incorporated
 by reference to the Company's Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

 3.4

 of Amendment to Articles of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on July 18, 2011 (Incorporated
 by reference to the Company's Current Report on Form 8-K filed with the SEC on July 19, 2011)

 3.5

 of Amendment to Articles of Incorporation of BioSolar, Inc. filed with the Nevada Secretary of State on July 10, 2013 (Incorporated
 by reference to the Company's Quarterly Report of Form 10-Q filed with the SEC on October 25, 2013)

 3.6

 Bylaws
 of BioSolar, Inc. (Incorporated by reference to the Company's Registration Statement on Form SB-2 filed with the SEC on November
 22, 2006)

 3.7

 of Designations of Preferences Rights and Limitations of Series A Preferred Stock filed with the Nevada Secretary of State on October
 29, 2019 (Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on November 1, 2019)

 3.8

 of Amendment to Articles of Incorporation of BioSolar, Inc. filed with the Nevada Secretary of State on December 10, 2019 (Incorporated
 by reference to the Company's Current Report on Form 8-K filed with the SEC on December 12, 2019)

 3.9

 of Designations of Preferences Rights and Limitations of Series B Preferred Stock filed with the Nevada Secretary of State on January
 15, 2021 (Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 20, 2021)

 3.10

 of Designation of Preferences Rights and Limitation of Series C Preferred Stock filed with the Nevada Secretary of State on March
 11, 2021 (Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 12, 2021)

 3.11

 of Designations of Preferences Rights and Limitations of Series D Preferred Stock filed with the Nevada Secretary of State on April
 14, 2021 (Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on April 19, 2021)

 3.12

 Articles
 of Conversion/Exchange/Merger filed with the Nevada Secretary of State on April 28, 2021 (Incorporated by reference to the Company's
 Current Report on Form 8-k filed with the SEC on May 3, 2021)

 3.13

 to Accompany Amended and Restated Articles filed on June 9, 2021 (Incorporated by reference to the Company's Current Report
 on Form 8-K filed with the SEC on June 11, 2021)

 4.1

 Description
 of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference
 to the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022).

 10.1

 Joint
 Development Agreement with Silico Ferrosolar SLU dated as of June 14, 2018 (Filed as an exhibit to the Company's Current Report
 on Form 8-K filed with the SEC on June 19, 2018).

 10.2

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

 10.3

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

 10.4

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

 10.5

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

 10.6

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

 10.7

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

 10.8

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

 10.9

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

 10.10

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

 10.11

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

 10.12

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

 10.13

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

 10.14

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

 10.15

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

 10.16

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

 10.17

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

 10.18

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

 23.1

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

 14.1

 Code
 of Ethics (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 25, 2008)

 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 (filed herewith).

 32.2

 Certification by Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).

 EX-101.INS

 EX-101.SCH

 EX-101.CAL

 EX-101.DEF

 EX-101.LAB

 EX-101.PRE

 ITEM
 16.

 FORM
 10-K SUMMARY.

 None.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on March 20,
2024.

 INC.

 By:

 /s/
 Steven Hill

 CHIEF
 EXECUTIVE OFFICER

 (PRINCIPAL
 EXECUTIVE OFFICER)

 In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/
 DAVID LEE

 CHAIRMAN,
 PRESIDENT AND

 March
 20, 2024

 DAVID
 LEE

 ACTING
 CHIEF FINANCIAL OFFICER

 (PRINCIPAL
 ACCOUNTING AND

 FINANCIAL OFFICER)

 /s/ STEVEN HILL

 Chief Executive Officer and Director

 March
 20, 2024

 STEVEN HILL

 (PRINCIPAL EXECUTIVE OFFICER)

TO FINANCIAL STATEMENTS

INC.

 FINANCIAL
STATEMENTS

 TABLE
OF CONTENTS

 Report of Independent Registered Public Accounting Firm - M&K CPAS, PLLC (PCAOB ID: 2738)

 Balance Sheets as of December 31, 2023 and December 31, 2022

 Statements of Operations for the years ended December 31, 2023 and 2022

 Statement of Shareholders' Deficit for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of NewHydrogen, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of NewHydrogen, Inc. (the Company) as of December 31, 2023 and 2022, and the related statements
of operations, shareholders' deficit, and cash flows for the two-year period then ended, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide
a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

 As
discussed in Note 2 to the financial statements, the Company issues equity-based awards in accordance with ASC 718, Compensation. Auditing
management's calculation of the fair value of equity-based awards can be a significant judgment given the fact that the Company
uses management estimates on various inputs to the calculation. Other less complex equity awards are based upon the closing market price.

 To
evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating
the fair value of the equity-based award. We also ensured that the Company properly used the correct closing market price for other equity-based
awards.

 /s/
M&K CPAS, PLLC

 We
have served as the Company's auditor since 2019

 The
Woodlands, TX

 March
20, 2024

 F- 2

INC.

 BALANCE
SHEETS

 ASSETS

 CURRENT ASSETS

 Cash

 $
 3,678,441

 $
 4,834,697

 Prepaid
 expenses

 10,311

 10,540

 TOTAL
 CURRENT ASSETS

 3,688,752

 4,845,237

 PROPERTY AND EQUIPMENT

 Machinery and equipment

 37,225

 37,225

 Less
 accumulated depreciation

 ( 35,642
)

 ( 34,558
)

 NET
 PROPERTY AND EQUIPMENT

 1,583

 2,667

 OTHER ASSETS

 Patents, net of amortization
 of $ 24,179 and $ 21,157, respectively

 21,157

 24,179

 Deposit

 TOTAL
 OTHER ASSETS

 21,927

 24,949

 TOTAL
 ASSETS

 $
 3,712,262

 $
 4,872,853

 LIABILITIES AND SHAREHOLDERS'
 EQUITY

 CURRENT LIABILITIES

 Accounts
 payable and other payable

 $
 9,810

 $

 TOTAL
 CURRENT LIABILITIES

 9,810

 COMMITMENTS AND CONTINGENCIES (See Note 9)

 -

 -

 Series C Convertible Preferred
 Stock, 34,853 and 34,853 shares outstanding, respectively, redeemable value of $ 3,485,313 and $ 3,485,313, respectively

 SHAREHOLDERS' EQUITY

 Preferred stock, $ 0.0001
 par value; 10,000,000 authorized shares

 -

 -

 Common stock, $ 0.0001 par
 value; 3,000,000,000 authorized shares 704,599,512 and 715,496,051 shares issued and outstanding, respectively

 70,460

 Additional paid in capital

 176,279,264

 174,272,031

 Accumulated
 deficit

 ( 176,132,585
)

 ( 172,955,053
)

 TOTAL
 SHAREHOLDERS' EQUITY

 217,139

 1,387,491

 TOTAL
 LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 3,712,262

 $
 4,872,853

 F- 3

INC.

 STATEMENTS
OF OPERATIONS

 FOR

 For
 the Years Ended

 REVENUE

 $
 -

 $
 -

 OPERATING EXPENSES

 General and
 administrative expenses

 2,972,266

 10,988,885

 Research and development

 202,878

 1,095,483

 and amortization

 4,106

 4,214

 TOTAL
 OPERATING EXPENSES

 3,179,250

 12,088,582

 LOSS
 FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

 ( 3,179,250
)

 ( 12,088,582
)

 OTHER INCOME/(EXPENSES)

 Interest
 income

 1,718

 3,054

 TOTAL
 OTHER INCOME (EXPENSES)

 1,718

 3,054

 NET
 INCOME (LOSS)

 $
 ( 3,177,532
)

 $
 ( 12,085,528
)

 BASIC
 AND DILUTED EARNINGS (LOSS) PER SHARE

 $
 ( 0.00
)

 $
 ( 0.02
)

 WEIGHTED-AVERAGE COMMON
 SHARES OUTSTANDING

 BASIC
 AND DILUTED

 705,030,048

 F- 4

INC.

 STATEMENTS
OF SHAREHOLDERS' DEFICIT

 FOR

 Shares

 Amount

 Mezzanine

 Shares

 Amount

 Capital

 Deficit

 Total

 YEARS
 ENDED DECEMBER 31,2023 AND 2022

 Additional

 Preferred
 Stock

 Stock

 Paid-in

 Accumulated

 Shares

 Amount

 Mezzanine

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance at December 31, 2021

 -

 -

 $

 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

 -

 -

 -

 -

 -

 2,379,325

 -

 2,379,325

 -

 -

 -

 -

 -

 -

 ( 28,010,062
)

 ( 28,010,062
)

 Balance at March 31, 2022

 -

 -

 715,496,051

 71,549

 166,380,772

 ( 188,879,587
)

 ( 22,427,266
)

 -

 -

 -

 -

 -

 3,043,706

 -

 3,043,706

 Net Income

 -

 -

 -

 -

 -

 -

 21,748,340

 21,748,340

 Balance at June 30, 2022

 -

 -

 715,496,051

 71,549

 169,424,478

 ( 167,131,247
)

 2,364,780

 Common stock returned to the Company by unregistered
 dealers

 -

 -

 -

 ( 10,369,205
)

 ( 1,036
)

 1,036

 -

 -

 -

 -

 -

 -

 -

 2,423,259

 -

 2,423,259

 -

 -

 -

 -

 -

 -

 ( 2,824,625
)

 ( 2,824,625
)

 Balance at September 30, 2022

 -

 -

 171,848,773

 ( 169,955,872
)

 1,963,414

 -

 -

 -

 -

 -

 2,423,258

 -

 2,423,258

 -

 -

 -

 -

 -

 -

 ( 2,999,181
)

 ( 2,999,181
)

 Balance at December 31, 2022

 -

 -

 174,272,031

 ( 172,955,053
)

 1,387,491

 -

 -

 -

 -

 -

 1,474,225

 -

 1,474,225

 -

 -

 -

 -

 -

 -

 ( 1,631,500
)

 ( 1,631,500
)

 Balance at March 31, 2023

 -

 -

 175,746,256

 ( 174,586,553
)

 1,230,216

 -

 -

 -

 -

 -

 398,498

 -

 398,498

 -

 -

 -

 -

 -

 -

 ( 661,618
)

 ( 661,618
)

 Balance at June 30, 2023

 -

 -

 176,144,754

 ( 175,248,171
)

 967,096

 -

 -

 -

 -

 -

 68,106

 -

 68,106

 -

 -

 -

 -

 -

 -

 ( 440,643
)

 ( 440,643
)

 Balance at September 30, 2023

 -

 -

 176,212,860

 ( 175,688,814
)

 594,559

 Balance

 -

 -

 176,212,860

 ( 175,688,814
)

 594,559

 Common stock surrendered and cancelled

 -

 -

 -

 ( 527,334
)

 ( 53
)

 -

 -

 -

 -

 -

 -

 -

 66,351

 -

 66,351

 -

 -

 -

 -

 -

 -

 ( 443,771
)

 ( 443,771
)

 Balance at December

 -

 $
 -

 $

 704,599,512

 $
 70,460

 $
 176,279,264

 $
 ( 176,132,585
)

 $
 217,139

 Balance

 -

 $
 -

 $

 704,599,512

 $
 70,460

 $
 176,279,264

 $
 ( 176,132,585
)

 $
 217,139

 F- 5

INC.

 STATEMENTS
OF CASH FLOWS

 FOR

 Years
 Ended

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net Income
 (Loss)

 $
 ( 3,177,532
)

 $
 ( 12,085,528
)

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

 Depreciation and amortization
 expense

 4,106

 4,215

 Stock compensation expense

 2,007,180

 10,269,548

 (Increase) Decrease in
 Changes in Assets

 Prepaid expenses

 1,483

 Increase (Decrease) in
 Changes in Liabilities

 Accounts
 payable

 9,761

 ( 1,731
)

 NET
 CASH USED IN OPERATING ACTIVITIES

 ( 1,156,256
)

 ( 1,812,013
)

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 -

 -

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 stock purchase warrants for cash

 -

 1,000

 NET
 CASH PROVIDED BY FINANCING ACTIVITIES

 -

 1,000

 NET INCREASE IN CASH

 ( 1,156,256
)

 ( 1,811,013
)

 CASH, BEGINNING OF
 PERIOD

 4,834,697

 6,645,710

 CASH, END OF PERIOD

 $
 3,678,441

 $
 4,834,697

 SUPPLEMENTAL DISCLOSURES
 OF CASH FLOW INFORMATION

 Interest
 paid

 $
 -

 $
 -

 Taxes
 paid

 $
 -

 $
 -

 SUPPLEMENTAL SCHEDULE OF
 NON-CASH TRANSACTIONS

 Return of common shares

 $
 -

 $
 1,036

 stock surrendered and returned to authorized and unissued shares

 $

 $
 -

 F- 6

INC.

 NOTES

 FOR

 1. Basis of Presentation

 BASIS
OF PRESENTATION

 Organization

 NewHydrogen,
Inc. (the "Company") was incorporated in the state of Nevada on April 24, 2006. The Company, based in Santa Clarita,
California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products.

 Line
of Business

 We
are a developer of clean energy technologies. Our current focus is on developing a green hydrogen production technology that uses water
and heat rather than electricity to produce the world's cheapest green hydrogen.

 Going
Concern Substantial Doubt Alleviated

 As
of the year ended December 31, 2023, the Company had a loss of $ 3,177,532, which consisted of a non-cash amount of $ 2,007,180 for a net
cash loss of $ 1,170,352. As of December 31, 2023, its accumulated deficit was $ 176,132,585.

 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 December 31, 2023,
the cash balance in excess of the FDIC limits was $ 3,428,442. The Company has not experienced any losses in such accounts and believes
it is not exposed to any significant credit risk in these accounts.

 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.

 F- 7

INC.

 NOTES

 FOR

 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:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Computer equipment

 5 Years

 Machinery and equipment

 10 Years

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

 Intangible
Assets

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

 SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

 Useful
 Lives

 12/31/2022

 Patents

 $
 45,336

 $
 45,336

 Less accumulated amortization

 15 years

 ( 24,179
)

 ( 21,157
)

 Intangible assets

 $
 21,157

 $
 24,179

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

 Stock-Based

 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.

 F- 8

INC.

 NOTES

 FOR

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

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

 On
March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal
to the number of option shares at the exercise price of $ 0.0137 per share. The options were granted pursuant to the terms of the Company's
2022 Equity Incentive Plan. The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested
and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty ( 30) month
period during the term of the participant's employment until the option is 100 % vested. The unvested portion of the option will
not be exercisable on or after the termination of continuous service. As of December 31, 2023, 50,000,000 stock options remain outstanding.

 On
May 9, 2023, the Company granted 5,000,000 shares of stock options to a consultant, with an exercise price of $ 0.0126, and an expiration
date of May 31, 2033. The Options vest over a thirty-six ( 36) month period from June 1, 2023, with 833,360 options vesting on November
30, 2023, and 138,888 options vested at the end of each month from the end of the seventh month through May 31, 2026. As of December
31, 2023, 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 December 31,
2023, 100,000,000
shares remain outstanding.

 Determining
the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life
of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated
the Company's stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven
(7) year0s from the date of grant or upon termination of employment. As of December 31, 2023, the aggregate total of 560,000,000 stock
options were outstanding.

 F- 9

INC.

 NOTES

 FOR

 2.

 SUMMARY
 OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Development

and development costs are expensed as incurred. Total research and development costs were $ 202,878 and $ 1,095,483 for the years ended
December 31, 2023 and 2022, respectively.

 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 years ended December 31, 2023, the Company has not included shares issuable from 560,000,000 stock options and 228,958,334 warrants,
because their impact on the income per share is antidilutive.

 For
the years ended December 31, 2022, the Company has not included shares issuable from 455,000,000 stock options and 228,958,334 warrants,
because their impact on the income per share is antidilutive.

 SCHEDULE OF NET EARNINGS PER SHARE

 2023

 2022

 For the Years
 Ended

 31,

 2023

 2022

 Income (Loss)
 to common shareholders (Numerator)

 $
 ( 3,177,532
)

 $
 ( 12,085,528
)

 Basic weighted average number of common
 shares outstanding (Denominator)

 705,030,048

 Diluted weighted average number of common
 shares outstanding (Denominator)

 705,030,048

 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 December 31, 2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable,
and accrued expenses, approximate the fair value because of their short maturities.

 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:

 F- 10

INC.

 NOTES

 FOR

 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 December 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.

 3. CAPITAL STOCK

 Preferred
Stock December 31, 2023 and 2022

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

Stock December 31, 2023

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

 On
September 18, 2023, the Corporation entered into an agreement with certain shareholders who agreed to surrender for cancellation, an
aggregate of 527,334 shares of common stock of the Corporation (the "Surrendered Shares") which they own. The Surrendered
Shares were cancelled and returned to the status of authorized and unissued shares of common stock of the Corporation on October 25,
2023.

Stock December 31, 2022

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

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

 4. STOCK OPTIONS AND WARRANTS

 Stock
Options

the year ended December 31, 2023 and 2022, the Company granted stock options in the amount of 155,000,000, and 455,000,000, respectively.
(See Note 2).

 SCHEDULE OF STOCK OPTIONS

 12/31/2022

 of Options

 average exercise price

 of Options

 average exercise price

 Outstanding as of the beginning
 of the periods

 $
 0.0210

 465,950,000

 $
 0.0350

 Granted

 155,000,000

 $
 0.0126

 $
 0.0210

 Exercised

 -

 -

 -

 -

 Expired/Cancelled

 ( 50,000,000
)

 $

 0.021

 ( 465,950,000
)

 ( 0.0350
)

 Outstanding as of the
 end of the periods

 560,000,000

 $
 0.0172

 $
 0.0210

 Exercisable as of the
 end of the periods

 416,388,889

 $
 0.0204

 424,547,787

 $
 0.0296

 F- 11

INC.

 NOTES

 FOR

 4.

 STOCK
 OPTIONS AND WARRANTS (Continued)

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

 SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

 12/31/2022

 Exercisable
 Price

 Stock
 Options Outstanding

 Stock
 Options Exercisable

 Average Remaining Contractual Life (years)

 Exercisable
 Price

 Stock
 Options Outstanding

 Stock
 Options Exercisable

 Average Remaining Contractual Life (years)

 $
 0.0137

 50,000,000

 12,500,000

 6.22

 $
 -

 -

 -

 -

 $
 0.0126

 972,222

 9.42

 $
 -

 -

 -

 -

 $
 0.0121

 100,000,000

 -

 6.46

 $
 -

 -

 -

 -

 $
 0.0223

 2,916,667

 8.21

 $
 0.223

 1,328767

 9.21

 $
 0.0210

 400,000,000

 400,000,000

 5.28

 $
 0.028

 450,000,000

 423,219,020

 6.28

 560,000,000

 416,388,889

 424,547,787

 The
stock-based compensation expense recognized in the statement of operations during the years ended December 31, 2023 and 2022, were $ 2,007,180
and $ 10,269,548, respectively.

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

 Warrants

 As
of December 31, 2023, the Company issued no common stock purchase warrants during the year ended December 31, 2023. During the year ended
December 31, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase
price of $ 1,000.

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

 SCHEDULE OF WARRANTS ACTIVITY

 12/31/2022

 of Options

 average exercise price

 of Options

 average exercise price

 Outstanding as of the beginning
 of the periods

 $
 0.0483

 223,958,334

 $
 0.0488

 Granted

 -

 -

 -

 -

 Purchased

 -

 -

 $
 0.0255

 Outstanding as of the
 end of the periods

 $
 0.0483

 $
 0.0483

 Exercisable as of the
 end of the periods

 F- 12

INC.

 NOTES

 FOR

 4.

 STOCK
 OPTIONS AND WARRANTS (Continued)

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

 SCHEDULE OF WARRANTS OUTSTANDING

 Exercisable
 Price

 Stock
 Warrants Outstanding

 Stock
 Warrants Exercisable

 Average Remaining
 Contractual
 Life (years)

 $
 0.0255

 3.21

 $
 0.04

 125,000,000

 125,000,000

 2.27

 $
 0.05

 9,375,000

 9,375,000

 2.26

 $
 0.06

 83,333,334

 83,333,334

 2.58

 $
 0.075

 6,250,000

 6,250,000

 2.58

 There
was no warrant compensation recognized as of December 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
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.

 On
August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would
benefit both the University and the Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the
University. The cost to Sponsor for the University's performance shall not exceed $ 716,326. This agreement shall be performed on
a cost-reimbursement basis. When expenditures reach the above amount, the Sponsor will not be required to fund, and the University will
not be required to perform additional work hereunder unless by mutual agreement of both parties. During the year ended December 31, 2023,
the University was paid $ 177,878.

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

 F- 13

INC.

 NOTES

 FOR

 6. INCOME TAXES

 On
December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Act"), which significantly changed U.S. tax law. The
Act lowered the Company's U.S. statutory federal income tax rate from 35 % to 21 % effective January 1, 2018.

 The
Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no
longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2020.

 Included
in the balance at December 31, 2023, are no tax positions for which the ultimate deductibility is highly certain, but for which there
is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties,
the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment
of cash to the taxing authority to an earlier period.

 The
Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating
expenses. During the year ended December 31, 2023, the Company did not recognize interest and penalties.

 As
of December 31, 2023, the Company had net operating loss carry forwards of approximately $ 14,658,507 that may be offset against future
taxable income. No tax benefit has been reported in the December 31, 2023 financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.

 The
income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax
income from continuing operations for the years ended December 31, 2023 and 2022 due to the following:

 SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE

 2023

 2022

 Book Income (Loss)

 ( 667,643
)

 ( 2,537,960
)

 Non-deductible expenses

 421,328

 2,156,530

 Valuation Allowance

 246,315

 381,430

 Income tax expense

 $
 -

 $
 -

 Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and
tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the
difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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

 SCHEDULE OF NET DEFERRED TAX ASSETS

 2023

 2022

 Deferred tax assets:

 NOL carryover

 ( 3,078,286
)

 ( 2,839,510
)

 R & D credit

 658,083

 620,005

 10,734

 10,735

 Deferred tax liabilities:

 -

 Less Valuation Allowance

 2,409,469

 2,208,770

 Net deferred tax asset

 $
 -

 $
 -

 Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to
use in future years.

 7. SUBSEQUENT EVENT

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

 F- 14