10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-54819

NEWHYDROGEN, INC.

(Name of registrant in its charter)

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

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

(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

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

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

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

The number of shares of registrant’s common stock issued and outstanding as of May 9, 2022 was 715,496,051.

NEWHYDROGEN, INC.

INDEX

		Page
PART I: FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statement of Shareholders’ Deficit	3
	Condensed Statements of Cash Flows	4
	Notes to the Condensed Financial Statements	5
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4	CONTROLS AND PROCEDURES	14
PART II: OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	15
ITEM 1A	RISK FACTORS	15
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4	MINE SAFETY DISCLOSURES	15
ITEM 5	OTHER INFORMATION	15
ITEM 6	EXHIBITS	15
SIGNATURES		16

i

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

CONDENSED BALANCE SHEET

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(Unaudited)

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	6,188,264		$	6,645,710
Prepaid expenses		51,213			12,023
TOTAL CURRENT ASSETS		6,239,477			6,657,733
PROPERTY AND EQUIPMENT
Machinery and equipment		37,225			37,225
Less accumulated depreciation		(33,702	)		(33,366	)
NET PROPERTY AND EQUIPMENT		3,523			3,859
OTHER ASSETS
Patents, net of amortization of $18,890 and $18,134, respectively		26,446			27,202
Deposit		770			770
TOTAL OTHER ASSETS		27,216			27,972
TOTAL ASSETS	$	6,270,216		$	6,689,564
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	3,169		$	1,780
TOTAL CURRENT LIABILITIES		3,169			1,780
COMMITMENTS AND CONTINGENCIES (See Note 9)		-			-
Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding, respectively, redeemable value of $3,485,313 and $3,485,313, respectively		3,485,313			3,485,313
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 10,000,000 authorized shares		-			-
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 715,496,051 and 715,496,051 shares issued and outstanding, respectively		71,549			71,549
Preferred treasury stock, 0 and 1,000 shares outstanding, respectively		-			-
Additional paid in capital		166,380,772			164,000,447
Accumulated deficit		(163,670,587	)		(160,869,525	)
TOTAL SHAREHOLDERS’ EQUITY		2,781,734			3,202,471
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	6,270,216		$	6,689,564

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

1

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(Unaudited)

	Three Months Ended
	March 31, 2022			March 31, 2021
REVENUE	$	-		$	-
OPERATING EXPENSES
General and administrative expenses		2,580,059			14,798,471
Research and development		220,546			219,026
Depreciation and amortization		1,091			1,091
TOTAL OPERATING EXPENSES		2,801,696			15,018,588
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(2,801,696	)		(15,018,588	)
OTHER INCOME/(EXPENSES)
Interest income		634			367
Gain on settlement of debt and derivatives		-			93,180,986
Gain (Loss) on change in derivative liability		-			(26,804,464	)
Interest expense		-			(547,938	)
TOTAL OTHER INCOME (EXPENSES)		634			65,828,951
NET INCOME (LOSS)	$	(2,801,062	)	$	50,810,363
BASIC EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	0.10
DILUTED EARNING (LOSS) PER SHARE	$	(0.00	)	$	0.05
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		715,496,051			519,644,564
DILUTED		715,496,051			990,606,274

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

2

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

CONDENSED STATEMENT OF SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(Unaudited)

	THREE MONTHS ENDED MARCH 31, 2021
											Additional
	Preferred Stock						Common Stock				Paid-in			Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2020		-		-	$	-		456,198,529	$	45,620	$	13,114,993			(165,075,501	)		(151,914,888	)
Issuance of common shares for cash		-		-		-		83,333,334		8,333		4,401,017			-			4,409,350
Issuance of common shares for converted promissory notes and accrued interest		-		-		-		21,964,188		2197		203,779			-			205,976
Issuance of common shares for services		-		-		-		1,000,000		100		149,700			-			149,800
Issuance of preferred shares in exchange for fair value of convertible notes		-		-		-		-		-		85,555,201			-			85,555,201
Issuance of common shares for conversion of preferred stock		-		-		-		28,000,000		2,800		(2,800	)		-			-
Issuance of Series C Preferred stock		-		-		3,485,313		-		-		-			-			-
Stock compensation cost		-		-		-		-		-		14,362,426			-			14,362,426
Net Loss		-		-		-		-		-		-			50,810,363			50,810,363
Balance at March 31, 2021 (unaudited)		-		-	$	3,485,313		590,496,051	$	59,050	$	117,784,316		$	(114,265,138	)	$	3,578,228

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

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

3

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(Unaudited)

	Three Months Ended
	March 31, 2022			March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(2,801,062	)	$	50,810,363
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense		1,091			1,091
Common stock issued for services		-			149,800
Stock compensation expense		2,379,325			14,362,426
(Gain) Loss on net change in derivative liability		-			26,804,464
Amortization of debt discount recognized as interest expense		-			435,762
Gain on settlement of debt and derivative		-			(93,180,986	)
(Increase) Decrease in Changes in Assets
Prepaid expenses		(39,189	)		(31,210	)
Increase (Decrease) in Changes in Liabilities
Accounts payable		1,389			-
Accrued expenses		-			60,996
NET CASH USED IN OPERATING ACTIVITIES		(458,446	)		(587,294	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds for the sale of common stock for cash, net		-			4,409,350
Principle payments on convertible debt		-			(203,000	)
Net proceeds from convertible promissory notes		-			192,000
Common stock purchase warrants for cash		1,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,000			4,398,350
NET INCREASE IN CASH		(457,446	)		3,811,057
CASH, BEGINNING OF YEAR		6,645,710			63,496
CASH, END OF YEAR	$	6,188,264		$	3,874,553
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	53,705
Taxes paid	$	-		$	-
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
Common stock issued for convertible notes and accrued interest	$	-		$	205,975
Fair value of initial derivative	$	-		$	180,004
Fair value of convertible notes exchanged for preferred stock	$	-		$	85,555,201

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

4

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

1. Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the December 31, 2021.

Going Concern Substantial Doubt Alleviated

As of the three months ended March 31, 2022, the Company had a net loss of $2,589,777. As of March 31, 2022, its shareholders equity was $2,781,734.

Management believes the Company’s present cash flows will enable it to meet its obligations for twenty four months from the date these financial statements are available to be issued. Management will continue to obtain new equity financing. It is probable that management will continue to obtain new sources of financing that will enable the Company to meet its obligations for the twelve-month period

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

Revenue Recognition

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

Cash and Cash Equivalent

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

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2022, the cash balance in excess of the FDIC limits was $5,938,264. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

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

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the years ended March 31, 2022 and 2021 was $1,091 and $1,091, respectively.

5

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

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

	Useful Lives	3/ 31/ 2022			12/31/2021
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(18,890	)		(18,134	)
		$	26,446		$	27,202

Amortization expense for the three months ended March 31, 2022 and the year ended December 31, 2021 was $756 and $3,022, respectively.

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period.

On March 24, 2015, the Company granted 2,450,000 stock options and on September 2, 2015 13,500,000 stock options to its employees and directors for services. On March 24, 2022, the 2,450,000 options expired leaving the September 2, 2015 options of 13,500,000 outstanding.

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 vest immediately, 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 March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

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

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of March 31, 2022, the aggregate total of 468,500,000 stock options were outstanding.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $220,546 and $219,026 for the three months ended March 31, 2022 and 2021, respectively.

6

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Earnings (Loss) per Share Calculations

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

For the three months ended March 31, 2022, the Company has not been included shares issuable from 468,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

The Company has included shares issuable from convertible debt of $107,000 and 440,950,000 stock options for the three months ended March 31, 2021, because their impact on the income per share is dilutive.

	For the Three Months Ended
	March 31,
	2022			2021
Income (Loss) to common shareholders (Numerator)	$	(2,801,062	)	$	132,568,425
Basic weighted average number of common shares outstanding (Denominator)		715,496,051			519,644,564
Diluted weighted average number of common shares outstanding (Denominator)		715,496,051			990,606,274

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2022, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

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

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

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

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2022, 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.

Reclassification

Certain amounts in the 2021 financial statements have been reclassified to conform to the presentation used in the 2022 financial statements. There was no material impact on any of the Company’s previously issued financial statements.

7

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

3. CAPITAL STOCK

Preferred Stock March 31, 2022

As of March 31, 2022, the Company had a total of 34,853 shares of Series C Preferred Stock with a fair value of $3,485,313, and a stated face value of one hundred dollars ($100) (“share value”) per share, and is convertible into shares of fully paid and non-assessable shares of common stock of the Company. The Series C preferred stock shall be 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.

Preferred Stock March 31, 2021

On January 14, 2021, the Board of Directors adopted a certificate of designation establishing the rights, preferences, privileges and other terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of Series B Preferred Stock. The intent of the Board is that all shares of the Series B Preferred Stock be issued to David Lee, Chief Executive Officer, Chairman of the Board, President and acting Chief Financial Officer in exchange for his continued employment with the Company.

On March 26, 2021, the Company entered into a purchase agreement with an investor for an exchange of convertible debt to equity. The investor exchanged convertible notes in the amount of $2,462,060, plus interest in the amount of $1,023,253 for an aggregate total of $3,485,313 in exchange for 34,853 shares of the Company’s Series C Preferred Stock. The extinguishment of the convertible debt and derivative was recognized in the financials as a gain on settlement of convertible notes and derivative liability. A valuation was prepared based on a stock price of $0.075, with a volatility of 206.03%, based on an estimated term of 5 years.

Per Valuation
Preferred shares issued		34,853
Stated value of debt and interest	$	3,485,313
Calculated fair value of preferred shares	$	85,555,201
Fair value of derivative liability removed	$	178,736,187
Gain	$	(93,180,986	)

The Company recognized a gain on settlement of $93,180,986 for the extinguishment of convertible debt, plus derivative liability for the period ended March 31, 2021.

Common Stock March 31, 2022

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

Common Stock March 31, 2021

On October 28, 2019, the Board of Directors deem it advisable and in the best interest of the Corporation to increase the authorized number of shares of common stock of the Corporation from 500,000,000 shares of common stock, par value $0.0001 per share to 3,000,000,000 shares of common stock, par value $0.0001 per share.

During the three months ended March 31, 2021, the Company issued 83,333,334 shares of common stock purchased through a private placement for $5,000,000 at a purchase price of $0.06 per share.

During the three months ended March 31, 2021, the Company issued 21,964,188 shares of common stock upon conversion of convertible promissory notes in the amount of $184,124, plus accrued interest of $20,851, and other fees of $1,000 at prices ranging from $0.0014 - $0.0641.

During the three months ended March 31, 2021, the Company issued 73,273,212 shares of common stock upon conversion of convertible promissory notes in the amount of $587,628, plus accrued interest of $74,006, and other fees of $500 at prices ranging from $0.00495 - $0.0172.

During the three months ended March 31, 2021, the Company issued 1,000,000 shares of common stock for services at fair value.

8

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

3. CAPITAL STOCK (Continued)

Common Stock March 31, 2021 (Continued)

During the three months ended March 31, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of preferred stock.

4. STOCK OPTIONS AND WARRANTS

Stock Options

During the three months ended March 31, 2022, the Company granted stock options in the amount of 5,000,000. (See Note 2).

	3/31/2022
	Number of Options			Weighted average exercise price
Outstanding as of the beginning of the periods		465,950,000		$	0.0385
Granted		5,000,000		$	0.0255
Exercised		-			-
Expired		(2,450,000	)	$	0.0900
Outstanding as of the end of the periods		468,500,000		$	0.0346
Exercisable as of the end of the periods		323,889,610		$	0.0377

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

3/31/2022
Exercisable Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.26		13,500,000		13,500,000		0.42
$	0.0223		5,000,000		-		2.96
$	0.028		450,000,000		310,389,610		6.25
			468,500,000		323,889,610

The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2022 related to these options was $2,264,223.

As of March 31, 2022, there was no intrinsic value with regards to the outstanding options.

Warrants

During the period ended March 31, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

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

9

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of the warrants outstanding as of March 31, 2022 was as follows:

3/31/2022
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000		2.96
$	0.04		125,000,000		125,000,000		4.27
$	0.05		9,375,000		9,375,000		4.26
$	0.06		83,333,334		83,333,334		4.57
$	0.075		6,250,000		6,250,000		4.57
			228,958,334		228,958,334

During the period, the Company recognized warrant compensation at fair value in the amount $115,102.

5. COMMITMENTS AND CONTINGENCIES

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

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

On March 15, 2022, the Company entered into an advisor agreement for services regarding various aspects of the Company’s business, including but not limited to technology, business development, and product development. The Company granted 5,000,000 common stock options, vesting at a rate of 138,889 options per month for thirty-six (36) months of consecutive service to the Company, as well as cash compensation of $5,000 per month for the services provided.

As of March 31, 2022, there were no legal proceedings against the Company.

6. SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent events.

On April 11, 2022, the Board of Directors approved the 2022 Equity Incentive Plan (“2022 Plan”), that provides for the grant of incentive stock options, non-qualified stock options, restricted stock and restricted stock units collectively. The stock awards may be granted to our employees, consultants, and directors. The maximum number of shares of common stock initially available for issuance under the 2022 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 2022 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 Board of Directors may suspend or terminate the 2022 Plan at any time.

On April 12, 2022, the Board of Directors approved the cancellation of the 450,000,000 stock options previously granted on February 18, 2021 in exchange for granting new stock options under the Corporation’s 2022 Equity Incentive Plan approved on April 11, 2022.

6. SUBSEQUENT EVENT (Continued)

On April 12, 2022, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $0.021. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. 316,666,662 options out of the 400,000,000 options vest immediately, and the remaining 83,333,338 of the option shall become exercisable in equal amounts over a ten (10) month period during the term of the optionee’s employment, with the first installment of 8,333,334 shares vesting on May 12, 2022. 19,444,446 options out of the 50,000,000 options vest immediately, and the remaining 30,555,554 option shall become exercisable in equal amounts over a twenty two (22) month period during the term of the optionee’s employment, with the first installment of 1,388.889 shares vesting on May 12, 2022.

10

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

Special Note on Forward-Looking Statements.

Certain statements in “Management’s Discussion and Analysis and Results of Operations” below, and elsewhere in this quarterly report, are not related to historical results, and are forward-looking statements. Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this quarterly report. Subsequent written and oral forward looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on March 31, 2022, and in other reports filed by us with the SEC.

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

Overview

We are a developer of Green Hydrogen technologies. Our current focus is on developing an electrolyzer technology to lower the cost of Green Hydrogen production. Green Hydrogen is the term used to refer to Hydrogen fuel that is created using renewable energy instead of fossil fuels.

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

We are developing technologies to significantly reduce or replace rare earth materials with inexpensive earth abundant materials in electrolyzers to help usher in a Green Hydrogen economy.

As of April 30, 2021, we changed our name from BioSolar, Inc. to NewHydrogen, Inc.

Recent Transactions

None.

11

Application of Critical Accounting Policies

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

Use of Estimates

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

Fair Value of Financial Instruments

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

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements during the three months ended March 31, 2022, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited financial statements.

Results of Operations – Three Months Ended March 31 2022 Compared to the Three Months Ended March 31, 2021.

OPERATING EXPENSES

General and Administrative Expenses

General and administrative (“G&A”) expenses decreased by $12,218,412 to $2,580,059 for the three months ended March 31, 2022, compared to $14,798,471 for the prior period ended March 31, 2021. The primary decrease in G&A expenses was the result of a decrease in fair value of non-cash stock compensation of $11,983,101, a decrease in professional fees in the amount of $267,583, with an increase in salaries of $26,229 and overall increase in G&A expenses of $6,043.

Research and Development

Research and Development (“R&D”) expenses increased by $1,520 to $220,546 for the three months ended March 31, 2022, compared to $219,026 for the prior period ended March 31, 2021. This overall increase in R&D expenses was the result of an increase in outside research fees.

Depreciation

Depreciation expense for the three months ended March 31, 2022 and 2021 was $1,091 and $1,091, respectively.

Other Income/(Expenses)

Other income and (expenses) decreased by $65,828,317 to $634 for the three months ended March 31, 2022, compared to $65,828,951 for the prior period ended March 31, 2021. The decrease in other income and (expenses) was the result of a decrease in gain of non-cash accounts associated with the change in fair value of the derivative instruments of $66,376,522, a decrease in interest expense of $547,938, which includes non-cash expense of amortization of debt discount in the amount of $435,762, with an increase in interest income of $267. The decrease in other income and (expenses) was primarily due to the net change in the fair value of the derivative instruments.

12

Net Income (Loss)

Our net loss for the three months ended March 31, 2022 was $(2,801,062), compared to net income of $50,810,363 for the prior period ended March 31, 2021. The decrease in net income was due to a decrease in non-cash other income associated with the net change in derivative instruments estimated in the current period. These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.

LIQUIDITY AND CAPITAL RESOURCES

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

The unaudited condensed financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the three months ended March 31, 2022, we did not generate any revenues, and recognized a net loss of $2,801,062, due to a change in non-cash stock compensation, and used cash of $458,446 in operations. As of March 31, 2022, we had working capital of $6,236,308 and a shareholders’ equity of $2,781,734.

In the three months ended March 31, 2022, we obtained funding through the sale of shares of our common stock. Management believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors. Management believes that funding from existing and prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.

As of March 31, 2022, we had working capital of $6,236,308 compared to $6,655,953 for the year ended December 31, 2021. This decrease in working capital was due primarily to a decrease in cash.

During the three months ended March 31, 2022, we used $458,446 of cash for operating activities, as compared to $587,294 for the prior period March 31, 2021. The decrease in the use of cash for operating activities for the current period was a result of a decrease in professional fees.

Net cash provided from equity financing activities was $1,000 for the three months ended March 31, 2022, as compared to $4,398,350 for the prior period ended March 31, 2021. The decrease was due to less equity financing during the current period. Our capital needs have primarily been met from the proceeds of the sale of our securities, as we currently have not generated any revenues.

Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2021, expressed substantial doubt about our ability to continue as a going concern. Our financial statements as of March 31, 2022 have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern ultimately is dependent upon our ability to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

13

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the development of innovative technologies to significantly reduce or replace catalysts made from rare earth materials with catalysts made from inexpensive earth abundant materials in electrolyzers to lower the cost of producing Green Hydrogen.

Our plan of operation within the next three months is to utilize our cash balances to work on developing catalyst technologies for producing Green Hydrogen. 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 2024, based upon its current operating plan and condition. We do expect increased expenses during the second quarter of 2022. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds during the next twenty-four months, we may be forced to reduce the size of our organization, which could have a material adverse impact on, or cause us to curtail and/or cease the development of our products

Off-Balance Sheet Arrangements

As of March 31, 2022, we did not have any off- balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, result of operations, liquidity or capital expenditures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded as of March 31, 2022, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

14

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Registrant’s annual report on Form 10-K filed on March 31, 2022.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Description
10.1	2022 Equity Incentive Plan (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2022).
31.1	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).
32.1	Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
EX-101.INS	Inline XBRL Instance Document
EX-101.SCH	Inline XBRL Taxonomy Extension Schema Document
EX-101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

15

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 9, 2022.

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

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

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

SECURITIES EXCHANGE ACT OF 1934

I, David Lee, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of NewHydrogen, Inc. for the quarter ended March 31, 2022;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2022

/s/ David Lee

David Lee

Chief Executive Officer and

Acting Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NewHydrogen, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Lee, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: May 9, 2022

/s/ David Lee

David Lee

Chief Executive Officer and

Acting Chief Financial Officer
(Principal Executive Officer and
Acting Principal Financial and
Accounting Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 09, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-54819
Entity Registrant Name	NEWHYDROGEN, INC.
Entity Central Index Key	0001371128
Entity Tax Identification Number	20-4754291
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	27936 Lost Canyon Road
Entity Address, Address Line Two	Suite 202
Entity Address, City or Town	Santa Clarita
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91387
City Area Code	(661)
Local Phone Number	251-0001
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		715,496,051

XML

Condensed Balance Sheet (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 6,188,264	$ 6,645,710
Prepaid expenses	51,213	12,023
TOTAL CURRENT ASSETS	6,239,477	6,657,733
PROPERTY AND EQUIPMENT
Machinery and equipment	37,225	37,225
Less accumulated depreciation	(33,702)	(33,366)
NET PROPERTY AND EQUIPMENT	3,523	3,859
OTHER ASSETS
Patents, net of amortization of $18,890 and $18,134, respectively	26,446	27,202
Deposit	770	770
TOTAL OTHER ASSETS	27,216	27,972
TOTAL ASSETS	6,270,216	6,689,564
CURRENT LIABILITIES
Accounts payable	3,169	1,780
TOTAL CURRENT LIABILITIES	3,169	1,780
COMMITMENTS AND CONTINGENCIES (See Note 9)
Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding, respectively, redeemable value of $3,485,313 and $3,485,313, respectively	3,485,313	3,485,313
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 10,000,000 authorized shares
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 715,496,051 and 715,496,051 shares issued and outstanding, respectively	71,549	71,549
Preferred treasury stock, 0 and 1,000 shares outstanding, respectively
Additional paid in capital	166,380,772	164,000,447
Accumulated deficit	(163,670,587)	(160,869,525)
TOTAL SHAREHOLDERS’ EQUITY	2,781,734	3,202,471
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 6,270,216	$ 6,689,564

XML

Condensed Balance Sheet (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Patents, net of amortization	$ 18,890	$ 18,134
emporary equity, shares outstanding	34,853	34,853
Temporary equity, redeemable value	$ 3,485,313	$ 3,485,313
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	715,496,051	715,496,051
Common stock, shares outstanding	715,496,051	715,496,051
Treasury stock, shares outstanding	0	1,000

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
REVENUE
OPERATING EXPENSES
General and administrative expenses	2,580,059	14,798,471
Research and development	220,546	219,026
Depreciation and amortization	1,091	1,091
TOTAL OPERATING EXPENSES	2,801,696	15,018,588
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)	(2,801,696)	(15,018,588)
OTHER INCOME/(EXPENSES)
Interest income	634	367
Gain on settlement of debt and derivatives		93,180,986
Gain (Loss) on change in derivative liability		(26,804,464)
Interest expense		(547,938)
TOTAL OTHER INCOME (EXPENSES)	634	65,828,951
NET INCOME (LOSS)	$ (2,801,062)	$ 50,810,363
BASIC EARNINGS (LOSS) PER SHARE	$ (0.00)	$ 0.10
DILUTED EARNING (LOSS) PER SHARE	$ (0.00)	$ 0.05
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC	715,496,051	519,644,564
DILUTED	715,496,051	990,606,274

XML

Condensed Statement of Shareholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Mezzanine [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning Balance at Dec. 31, 2020			$ 45,620	$ 13,114,993	$ (165,075,501)	$ (151,914,888)
Beginning balance, shares at Dec. 31, 2020			456,198,529
Issuance of common shares for cash			$ 8,333	4,401,017		4,409,350
Issuance of common shares for cash, shares			83,333,334
Issuance of common shares for converted promissory notes and accrued interest			$ 2,197	203,779		205,976
Issuance of common shares for converted promissory notes and accrued interest, shares			21,964,188
Issuance of common shares for services			$ 100	149,700		149,800
Issuance of commons share for services, shares			1,000,000
Issuance of preferred shares in exchange for fair value of convertible notes				85,555,201		85,555,201
Issuance of common shares for conversion of preferred stock			$ 2,800	(2,800)
Issuance of common shares for conversion of preferred stock, shares	392		28,000,000
Issuance of Series C Preferred stock		3,485,313
Stock compensation cost				14,362,426		14,362,426
Net Loss					50,810,363	50,810,363
Ending Balance at Mar. 31, 2021		3,485,313	$ 59,050	117,784,316	(114,265,138)	3,578,228
Ending balance, shares at Mar. 31, 2021			590,496,051
Beginning Balance at Dec. 31, 2021		3,485,313	$ 71,549	164,000,447	(160,869,525)	$ 3,202,471
Beginning balance, shares at Dec. 31, 2021			715,496,051
Issuance of common shares for cash, shares						5,000,000
Net Loss					(2,801,062)	$ (2,801,062)
Purchase of common stock warrants for cash				1,000		1,000
Stock and warrant compensation cost				2,379,325		2,379,325
Ending Balance at Mar. 31, 2022		$ 3,485,313	$ 71,549	$ 166,380,772	$ (163,670,587)	$ 2,781,734
Ending balance, shares at Mar. 31, 2022			715,496,051

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (2,801,062)	$ 50,810,363
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense	1,091	1,091
Common stock issued for services		149,800
Stock compensation expense	2,379,325	14,362,426
(Gain) Loss on net change in derivative liability		26,804,464
Amortization of debt discount recognized as interest expense		435,762
Gain on settlement of debt and derivative		(93,180,986)
(Increase) Decrease in Changes in Assets
Prepaid expenses	(39,189)	(31,210)
Increase (Decrease) in Changes in Liabilities
Accounts payable	1,389
Accrued expenses		60,996
NET CASH USED IN OPERATING ACTIVITIES	(458,446)	(587,294)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds for the sale of common stock for cash, net		4,409,350
Principle payments on convertible debt		(203,000)
Net proceeds from convertible promissory notes		192,000
Common stock purchase warrants for cash	1,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,000	4,398,350
NET INCREASE IN CASH	(457,446)	3,811,057
CASH, BEGINNING OF YEAR	6,645,710	63,496
CASH, END OF YEAR	6,188,264	3,874,553
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		53,705
Taxes paid
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
Common stock issued for convertible notes and accrued interest		205,975
Fair value of initial derivative		180,004
Fair value of convertible notes exchanged for preferred stock		$ 85,555,201

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Basis of Presentation

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the December 31, 2021.

Going Concern Substantial Doubt Alleviated

As of the three months ended March 31, 2022, the Company had a net loss of $2,589,777. As of March 31, 2022, its shareholders equity was $2,781,734.

Management believes the Company’s present cash flows will enable it to meet its obligations for twenty four months from the date these financial statements are available to be issued. Management will continue to obtain new equity financing. It is probable that management will continue to obtain new sources of financing that will enable the Company to meet its obligations for the twelve-month period

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Revenue Recognition

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

Cash and Cash Equivalent

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

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2022, the cash balance in excess of the FDIC limits was $5,938,264. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

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

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the years ended March 31, 2022 and 2021 was $1,091 and $1,091, respectively.

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

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

	Useful Lives	3/ 31/ 2022			12/31/2021
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(18,890	)		(18,134	)
		$	26,446		$	27,202

Amortization expense for the three months ended March 31, 2022 and the year ended December 31, 2021 was $756 and $3,022, respectively.

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period.

On March 24, 2015, the Company granted 2,450,000 stock options and on September 2, 2015 13,500,000 stock options to its employees and directors for services. On March 24, 2022, the 2,450,000 options expired leaving the September 2, 2015 options of 13,500,000 outstanding.

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 vest immediately, 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 March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

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

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of March 31, 2022, the aggregate total of 468,500,000 stock options were outstanding.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $220,546 and $219,026 for the three months ended March 31, 2022 and 2021, respectively.

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Earnings (Loss) per Share Calculations

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

For the three months ended March 31, 2022, the Company has not been included shares issuable from 468,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

The Company has included shares issuable from convertible debt of $107,000 and 440,950,000 stock options for the three months ended March 31, 2021, because their impact on the income per share is dilutive.

	For the Three Months Ended
	March 31,
	2022			2021
Income (Loss) to common shareholders (Numerator)	$	(2,801,062	)	$	132,568,425
Basic weighted average number of common shares outstanding (Denominator)		715,496,051			519,644,564
Diluted weighted average number of common shares outstanding (Denominator)		715,496,051			990,606,274

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2022, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

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

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

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

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2022, 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.

Reclassification

Certain amounts in the 2021 financial statements have been reclassified to conform to the presentation used in the 2022 financial statements. There was no material impact on any of the Company’s previously issued financial statements.

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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CAPITAL STOCK

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

CAPITAL STOCK

3. CAPITAL STOCK

Preferred Stock March 31, 2022

As of March 31, 2022, the Company had a total of 34,853 shares of Series C Preferred Stock with a fair value of $3,485,313, and a stated face value of one hundred dollars ($100) (“share value”) per share, and is convertible into shares of fully paid and non-assessable shares of common stock of the Company. The Series C preferred stock shall be 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.

Preferred Stock March 31, 2021

On January 14, 2021, the Board of Directors adopted a certificate of designation establishing the rights, preferences, privileges and other terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of Series B Preferred Stock. The intent of the Board is that all shares of the Series B Preferred Stock be issued to David Lee, Chief Executive Officer, Chairman of the Board, President and acting Chief Financial Officer in exchange for his continued employment with the Company.

On March 26, 2021, the Company entered into a purchase agreement with an investor for an exchange of convertible debt to equity. The investor exchanged convertible notes in the amount of $2,462,060, plus interest in the amount of $1,023,253 for an aggregate total of $3,485,313 in exchange for 34,853 shares of the Company’s Series C Preferred Stock. The extinguishment of the convertible debt and derivative was recognized in the financials as a gain on settlement of convertible notes and derivative liability. A valuation was prepared based on a stock price of $0.075, with a volatility of 206.03%, based on an estimated term of 5 years.

Per Valuation
Preferred shares issued		34,853
Stated value of debt and interest	$	3,485,313
Calculated fair value of preferred shares	$	85,555,201
Fair value of derivative liability removed	$	178,736,187
Gain	$	(93,180,986	)

The Company recognized a gain on settlement of $93,180,986 for the extinguishment of convertible debt, plus derivative liability for the period ended March 31, 2021.

Common Stock March 31, 2022

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

Common Stock March 31, 2021

On October 28, 2019, the Board of Directors deem it advisable and in the best interest of the Corporation to increase the authorized number of shares of common stock of the Corporation from 500,000,000 shares of common stock, par value $0.0001 per share to 3,000,000,000 shares of common stock, par value $0.0001 per share.

During the three months ended March 31, 2021, the Company issued 83,333,334 shares of common stock purchased through a private placement for $5,000,000 at a purchase price of $0.06 per share.

During the three months ended March 31, 2021, the Company issued 21,964,188 shares of common stock upon conversion of convertible promissory notes in the amount of $184,124, plus accrued interest of $20,851, and other fees of $1,000 at prices ranging from $0.0014 - $0.0641.

During the three months ended March 31, 2021, the Company issued 73,273,212 shares of common stock upon conversion of convertible promissory notes in the amount of $587,628, plus accrued interest of $74,006, and other fees of $500 at prices ranging from $0.00495 - $0.0172.

During the three months ended March 31, 2021, the Company issued 1,000,000 shares of common stock for services at fair value.

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

3. CAPITAL STOCK (Continued)

Common Stock March 31, 2021 (Continued)

During the three months ended March 31, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of preferred stock.

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STOCK OPTIONS AND WARRANTS

3 Months Ended

Mar. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS AND WARRANTS

4. STOCK OPTIONS AND WARRANTS

Stock Options

During the three months ended March 31, 2022, the Company granted stock options in the amount of 5,000,000. (See Note 2).

	3/31/2022
	Number of Options			Weighted average exercise price
Outstanding as of the beginning of the periods		465,950,000		$	0.0385
Granted		5,000,000		$	0.0255
Exercised		-			-
Expired		(2,450,000	)	$	0.0900
Outstanding as of the end of the periods		468,500,000		$	0.0346
Exercisable as of the end of the periods		323,889,610		$	0.0377

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

3/31/2022
Exercisable Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.26		13,500,000		13,500,000		0.42
$	0.0223		5,000,000		-		2.96
$	0.028		450,000,000		310,389,610		6.25
			468,500,000		323,889,610

The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2022 related to these options was $2,264,223.

As of March 31, 2022, there was no intrinsic value with regards to the outstanding options.

Warrants

During the period ended March 31, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

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

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of the warrants outstanding as of March 31, 2022 was as follows:

3/31/2022
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000		2.96
$	0.04		125,000,000		125,000,000		4.27
$	0.05		9,375,000		9,375,000		4.26
$	0.06		83,333,334		83,333,334		4.57
$	0.075		6,250,000		6,250,000		4.57
			228,958,334		228,958,334

During the period, the Company recognized warrant compensation at fair value in the amount $115,102.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

5. COMMITMENTS AND CONTINGENCIES

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

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

On March 15, 2022, the Company entered into an advisor agreement for services regarding various aspects of the Company’s business, including but not limited to technology, business development, and product development. The Company granted 5,000,000 common stock options, vesting at a rate of 138,889 options per month for thirty-six (36) months of consecutive service to the Company, as well as cash compensation of $5,000 per month for the services provided.

As of March 31, 2022, there were no legal proceedings against the Company.

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SUBSEQUENT EVENT

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENT

6. SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent events.

On April 11, 2022, the Board of Directors approved the 2022 Equity Incentive Plan (“2022 Plan”), that provides for the grant of incentive stock options, non-qualified stock options, restricted stock and restricted stock units collectively. The stock awards may be granted to our employees, consultants, and directors. The maximum number of shares of common stock initially available for issuance under the 2022 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 2022 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 Board of Directors may suspend or terminate the 2022 Plan at any time.

On April 12, 2022, the Board of Directors approved the cancellation of the 450,000,000 stock options previously granted on February 18, 2021 in exchange for granting new stock options under the Corporation’s 2022 Equity Incentive Plan approved on April 11, 2022.

6. SUBSEQUENT EVENT (Continued)

On April 12, 2022, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $0.021. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. 316,666,662 options out of the 400,000,000 options vest immediately, and the remaining 83,333,338 of the option shall become exercisable in equal amounts over a ten (10) month period during the term of the optionee’s employment, with the first installment of 8,333,334 shares vesting on May 12, 2022. 19,444,446 options out of the 50,000,000 options vest immediately, and the remaining 30,555,554 option shall become exercisable in equal amounts over a twenty two (22) month period during the term of the optionee’s employment, with the first installment of 1,388.889 shares vesting on May 12, 2022.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition

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

Cash and Cash Equivalent

Cash and Cash Equivalent

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

Concentration Risk

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2022, the cash balance in excess of the FDIC limits was $5,938,264. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

Use of Estimates

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

Property and Equipment

Property and Equipment

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

Computer equipment	5 Years
Machinery and equipment	10 Years

Depreciation expense for the years ended March 31, 2022 and 2021 was $1,091 and $1,091, respectively.

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

Intangible Assets

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

	Useful Lives	3/ 31/ 2022			12/31/2021
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(18,890	)		(18,134	)
		$	26,446		$	27,202

Amortization expense for the three months ended March 31, 2022 and the year ended December 31, 2021 was $756 and $3,022, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period.

On March 24, 2015, the Company granted 2,450,000 stock options and on September 2, 2015 13,500,000 stock options to its employees and directors for services. On March 24, 2022, the 2,450,000 options expired leaving the September 2, 2015 options of 13,500,000 outstanding.

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 vest immediately, 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 March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

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

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of March 31, 2022, the aggregate total of 468,500,000 stock options were outstanding.

Research and Development

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $220,546 and $219,026 for the three months ended March 31, 2022 and 2021, respectively.

NEWHYDROGEN, INC.

(FORMERLY BIOSOLAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Earnings (Loss) per Share Calculations

Net Earnings (Loss) per Share Calculations

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

For the three months ended March 31, 2022, the Company has not been included shares issuable from 468,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

The Company has included shares issuable from convertible debt of $107,000 and 440,950,000 stock options for the three months ended March 31, 2021, because their impact on the income per share is dilutive.

	For the Three Months Ended
	March 31,
	2022			2021
Income (Loss) to common shareholders (Numerator)	$	(2,801,062	)	$	132,568,425
Basic weighted average number of common shares outstanding (Denominator)		715,496,051			519,644,564
Diluted weighted average number of common shares outstanding (Denominator)		715,496,051			990,606,274

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2022, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

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

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

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

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2022, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

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

Reclassification

Reclassification

Certain amounts in the 2021 financial statements have been reclassified to conform to the presentation used in the 2022 financial statements. There was no material impact on any of the Company’s previously issued financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

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

Computer equipment	5 Years
Machinery and equipment	10 Years

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

	Useful Lives	3/ 31/ 2022			12/31/2021
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(18,890	)		(18,134	)
		$	26,446		$	27,202

SCHEDULE OF NET EARNINGS PER SHARE

	For the Three Months Ended
	March 31,
	2022			2021
Income (Loss) to common shareholders (Numerator)	$	(2,801,062	)	$	132,568,425
Basic weighted average number of common shares outstanding (Denominator)		715,496,051			519,644,564
Diluted weighted average number of common shares outstanding (Denominator)		715,496,051			990,606,274

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CAPITAL STOCK (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

SCHEDULE OF EXTINGUISHMENT OF DEBT

Per Valuation
Preferred shares issued		34,853
Stated value of debt and interest	$	3,485,313
Calculated fair value of preferred shares	$	85,555,201
Fair value of derivative liability removed	$	178,736,187
Gain	$	(93,180,986	)

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STOCK OPTIONS AND WARRANTS (Tables)

3 Months Ended

Mar. 31, 2022

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTIONS

During the three months ended March 31, 2022, the Company granted stock options in the amount of 5,000,000. (See Note 2).

	3/31/2022
	Number of Options			Weighted average exercise price
Outstanding as of the beginning of the periods		465,950,000		$	0.0385
Granted		5,000,000		$	0.0255
Exercised		-			-
Expired		(2,450,000	)	$	0.0900
Outstanding as of the end of the periods		468,500,000		$	0.0346
Exercisable as of the end of the periods		323,889,610		$	0.0377

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

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

3/31/2022
Exercisable Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.26		13,500,000		13,500,000		0.42
$	0.0223		5,000,000		-		2.96
$	0.028		450,000,000		310,389,610		6.25
			468,500,000		323,889,610

SCHEDULE OF WARRANTS ACTIVITY

During the period ended March 31, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

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

SCHEDULE OF WARRANTS OUTSTANDING

The weighted average remaining contractual life of the warrants outstanding as of March 31, 2022 was as follows:

3/31/2022
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000		2.96
$	0.04		125,000,000		125,000,000		4.27
$	0.05		9,375,000		9,375,000		4.26
$	0.06		83,333,334		83,333,334		4.57
$	0.075		6,250,000		6,250,000		4.57
			228,958,334		228,958,334

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Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Net loss	$ 2,589,777
Shareholders equity	$ 2,781,734	$ 3,202,471

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SCHEDULE OF PROPERTY AND EQUIPMENT (Details)	3 Months Ended
	Mar. 31, 2022
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	5 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	10 years

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SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Patents	$ 45,336	$ 45,336
Less accumulated amortization	$ (18,890)	(18,134)
Intangible assets, useful lives	15 years
Intangible assets	$ 26,446	$ 27,202

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SCHEDULE OF NET EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Income (Loss) to common shareholders (Numerator)	$ (2,801,062)	$ 132,568,425
Basic weighted average number of common shares outstanding (Denominator)	715,496,051	519,644,564
Diluted weighted average number of common shares outstanding (Denominator)	715,496,051	990,606,274

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)									3 Months Ended		12 Months Ended
	Mar. 15, 2022	Mar. 15, 2022	Mar. 01, 2022	Mar. 26, 2021	Mar. 18, 2021	Feb. 18, 2021	Sep. 02, 2015	Mar. 24, 2015	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Mar. 24, 2022	Sep. 29, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cash, FDIC insured amount									$ 5,938,264
Depreciation expense									1,091	$ 1,091
Amortization expense									$ 756		$ 3,022
Stock Options Exercisable									323,889,610			2,450,000
Stock options, outstanding									468,500,000		465,950,000
Stock options, exercise price									$ 0.0377				$ 0.028
Stock options, expiration or termination description									The stock options terminate seven (7) years from the date of grant or upon termination of employment
Vesting stock options	138,889
Stock options exercisable, shares									323,889,610
Issuance of common shares, shares			5,000,000						5,000,000
Common stock purchase warrants for cash			$ 1,000						$ 1,000
Research and development costs									$ 220,546	219,026
Warrants									228,958,334
Share issuable from convertible debt										$ 107,000
Share issuable from convertible debt, Shares				34,853
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share issuable from convertible debt, Shares										440,950,000
Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted						450,000,000		2,450,000
Stock options, exercise price						$ 0.091
Stock options, expiration or termination description						The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment
Employee [Member] | First Installment 24 Months [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting stock options					8,333,333
Stock options exercisable period						24 months
Employee [Member] | First Installment 36 Months [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting stock options		138,889			1,388,889
Stock options exercisable, shares	5,000,000	5,000,000
Stock options exercisable period		36 months			36 months
Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting stock options						400,000,000
Stock options exercisable, shares						200,000,000
Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options exercisable, shares					50,000,000
Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted							13,500,000
Stock options, outstanding							13,500,000

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SCHEDULE OF EXTINGUISHMENT OF DEBT (Details) - USD ($)		3 Months Ended
	Mar. 26, 2021	Mar. 31, 2022	Mar. 31, 2021
Equity [Abstract]
Preferred shares issue	34,853
Stated value of debt and interest	$ 3,485,313
Calculated fair value of preferred shares	85,555,201
Fair value of derivative liability removed	178,736,187
Gain on settlement	$ (93,180,986)		$ 93,180,986

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CAPITAL STOCK (Details Narrative)				3 Months Ended
	Mar. 01, 2022 USD ($) shares	Mar. 26, 2021 USD ($) $ / shares shares	Jan. 14, 2021	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Oct. 28, 2019 $ / shares shares
Class of Stock [Line Items]
Issuance of common shares for converted promissory notes and accrued interest, shares | shares		34,853
Debt conversion, principal and interest amount		$ 3,485,313
Debt conversion, principal amount					$ 205,976
Gain on settlement		(93,180,986)			93,180,986
Stock issued during the period, shares | shares	5,000,000			5,000,000
Common stock purchase warrants for cash	$ 1,000			$ 1,000
Common stock, shares authorized | shares				3,000,000,000		3,000,000,000	500,000,000
Common stock, par value | $ / shares				$ 0.0001		$ 0.0001	$ 0.0001
Stock issued during the period					149,800
Debt conversion, amount					$ 107,000
Common Stock [Member]
Class of Stock [Line Items]
Issuance of common shares for converted promissory notes and accrued interest, shares | shares					21,964,188
Debt conversion, principal amount					$ 2,197
Stock issued during the period, shares | shares					83,333,334
Stock issued during the period					$ 100
Share issued for services | shares					1,000,000
Shares issued for conversion of preferred stock | shares					28,000,000
Preferred Stock [Member]
Class of Stock [Line Items]
Debt conversion, principal amount
Stock issued during the period
Shares issued for conversion of preferred stock | shares					392
Convertible Promissory Notes [Member]
Class of Stock [Line Items]
Issuance of common shares for converted promissory notes and accrued interest, shares | shares					21,964,188
Debt conversion, amount					$ 184,124
Accrued interest					20,851
Other fees					$ 1,000
Convertible Promissory Notes [Member] | Minimum [Member]
Class of Stock [Line Items]
Debt conversion price per share | $ / shares					$ 0.0014
Convertible Promissory Notes [Member] | Maximum [Member]
Class of Stock [Line Items]
Debt conversion price per share | $ / shares					$ 0.0641
Convertible Promissory Notes Two [Member]
Class of Stock [Line Items]
Issuance of common shares for converted promissory notes and accrued interest, shares | shares					73,273,212
Debt conversion, amount					$ 587,628
Accrued interest					74,006
Other fees					$ 500
Convertible Promissory Notes Two [Member] | Minimum [Member]
Class of Stock [Line Items]
Debt conversion price per share | $ / shares					$ 0.00495
Convertible Promissory Notes Two [Member] | Maximum [Member]
Class of Stock [Line Items]
Debt conversion price per share | $ / shares					$ 0.0172
Private Placement [Member]
Class of Stock [Line Items]
Stock issued during the period, shares | shares					83,333,334
Stock issued during the period					$ 5,000,000
Share issued price per share | $ / shares					$ 0.06
Convertible Debt [Member]
Class of Stock [Line Items]
Gain on settlement					$ 93,180,986
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of common shares for converted promissory notes and accrued interest, shares | shares				34,853
Debt conversion, principal and interest amount				$ 3,485,313
Preferred stock, stated value | $ / shares				$ 100
Preferred stock conversion price | $ / shares				$ 0.0014
Debt conversion, principal amount		2,462,060
Debt conversion, interest amount		$ 1,023,253
Stock price | $ / shares		$ 0.075
Series C Preferred Stock [Member] | Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Equity security measurement input		206.03
Series C Preferred Stock [Member] | Measurement Input, Expected Term [Member]
Class of Stock [Line Items]
Convertible debt measurement input term		5 years
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, rights description			the Board of Directors adopted a certificate of designation establishing the rights, preferences, privileges and other terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of Series B Preferred Stock

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SCHEDULE OF STOCK OPTIONS (Details) - $ / shares		3 Months Ended
	Mar. 15, 2022	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding, Beginning Balance		465,950,000
Weighted average exercise price, Outstanding, Beginning Balance		$ 0.0385
Number of Options, Granted	5,000,000	5,000,000
Weighted average exercise price, Granted		$ 0.0255
Number of Options, Exercised
Weighted average exercise price, Exercised
Number of Options, Expired		(2,450,000)
Weighted average exercise price, Expired		$ 0.0900
Number of Options, Outstanding, End Balance		468,500,000
Weighted average exercise price, Outstanding, End Balance		$ 0.0346
Number of Options, Exercisable, End Balance		323,889,610
Weighted average exercise price, Exercisable, End Balance		$ 0.0377

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SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 24, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding	468,500,000
Stock Options Exercisable	323,889,610	2,450,000
Exercisable Prices One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.26
Stock Options Outstanding	13,500,000
Stock Options Exercisable	13,500,000
Weighted Average Remaining Contractual Life (years)	5 months 1 day
Exercisable Prices Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.0223
Stock Options Outstanding	5,000,000
Stock Options Exercisable
Weighted Average Remaining Contractual Life (years)	2 years 11 months 15 days
Exercisable Prices Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercisable Price	$ 0.028
Stock Options Outstanding	450,000,000
Stock Options Exercisable	310,389,610
Weighted Average Remaining Contractual Life (years)	6 years 3 months

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SCHEDULE OF WARRANTS ACTIVITY (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Warrants, Outstanding as of the beginning of the periods | shares	223,958,334
Weighted average exercise price, Outstanding as of the beginning of the periods | $ / shares	$ 0.0488
Number of Warrants, Issued | shares
Weighted average exercise price, Issued | $ / shares
Number of Warrants, Purchased | shares	5,000,000
Weighted average exercise price, Purchased | $ / shares	$ 0.0255
Number of Warrants, Expired | shares
Weighted average exercise price, Expired | $ / shares
Number of Warrants, Outstanding as of the end of the periods | shares	228,958,334
Weighted average exercise price, Outstanding as of the end of the periods | $ / shares	$ 0.0483
Number of Warrants, Exercisable as of the end of the periods | shares	228,958,334
Weighted average exercise price, Exercisable as of the end of the periods | $ / shares	$ 0.0483

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SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Stock Warrants Outstanding	228,958,334	223,958,334
Stock Warrants Exercisable	228,958,334
Warrant One [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.0255
Stock Warrants Outstanding	5,000,000
Stock Warrants Exercisable	5,000,000
Weighted Average Remaining Contractua Life (years)	2 years 11 months 15 days
Warrant Two [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.04
Stock Warrants Outstanding	125,000,000
Stock Warrants Exercisable	125,000,000
Weighted Average Remaining Contractua Life (years)	4 years 3 months 7 days
Warrant Three [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.05
Stock Warrants Outstanding	9,375,000
Stock Warrants Exercisable	9,375,000
Weighted Average Remaining Contractua Life (years)	4 years 3 months 3 days
Warrant Four [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.06
Stock Warrants Outstanding	83,333,334
Stock Warrants Exercisable	83,333,334
Weighted Average Remaining Contractua Life (years)	4 years 6 months 25 days
Warrant Five [Member]
Class of Warrant or Right [Line Items]
Exercisable Price	$ 0.075
Stock Warrants Outstanding	6,250,000
Stock Warrants Exercisable	6,250,000
Weighted Average Remaining Contractua Life (years)	4 years 6 months 25 days

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STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)		3 Months Ended
	Mar. 01, 2022	Mar. 31, 2022	Mar. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense		$ 2,379,325	$ 14,362,426
Options outstanding, intrinsic value		$ 0
Issuance of common shares, shares	5,000,000	5,000,000
Common stock purchase warrants for cash	$ 1,000	$ 1,000
Warrant compensation fair value		115,102
Options Held [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense		$ 2,264,223

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		3 Months Ended
	Mar. 15, 2022	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Monthly rent payment		$ 550
Stock option granted shares	5,000,000	5,000,000
Vested shares	138,889
Cash compensation	$ 5,000

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SUBSEQUENT EVENT (Details Narrative) - $ / shares					3 Months Ended
	Apr. 12, 2022	Mar. 15, 2022	Feb. 18, 2021	Mar. 24, 2015	Mar. 31, 2022	Apr. 11, 2022	Sep. 29, 2021	Mar. 18, 2021
Subsequent Event [Line Items]
Stock options, exercise price					$ 0.0377		$ 0.028
Stock options, expiration or termination description					The stock options terminate seven (7) years from the date of grant or upon termination of employment
Stock options out, shares
Vesting stock options		138,889
Stock options exercisable, shares					323,889,610
Employee [Member]
Subsequent Event [Line Items]
Stock options granted			450,000,000	2,450,000
Stock options, exercise price			$ 0.091
Stock options, expiration or termination description			The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment
Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Subsequent Event [Line Items]
Vesting stock options			400,000,000
Stock options exercisable, shares			200,000,000
Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Subsequent Event [Line Items]
Stock options exercisable, shares								50,000,000
Subsequent Event [Member] | Employee [Member]
Subsequent Event [Line Items]
Stock options granted	450,000,000
Stock options, exercise price	$ 0.021
Stock options, expiration or termination description	The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment.
Subsequent Event [Member] | Employee [Member] | First Installment 10 Months [Member]
Subsequent Event [Line Items]
Vesting stock options	8,333,334
Stock options exercisable period	10 months
Subsequent Event [Member] | Employee [Member] | First Installment 22 Months [Member]
Subsequent Event [Line Items]
Vesting stock options	1,388.889
Stock options exercisable period	22 months
Subsequent Event [Member] | Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Subsequent Event [Line Items]
Stock options out, shares	316,666,662
Vesting stock options	400,000,000
Stock options exercisable, shares	83,333,338
Subsequent Event [Member] | Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Subsequent Event [Line Items]
Stock options out, shares	19,444,446
Vesting stock options	50,000,000
Stock options exercisable, shares	30,555,554
Subsequent Event [Member] | Common Stock [Member] | 2022 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Shares issued						500,000,000
Debt instrument interest percentage						15.00%
Cancellation of shares	450,000,000