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SEC Comment Letter for NewHydrogen, Inc. (NEWH) (CIK 0001371128) (NEWH) — May 17, 2022

NewHydrogen, Inc. (NEWH) (CIK 0001371128)
Date: May 17, 2022 · CIK: 0001371128 · Accession: 0000000000-22-005395

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File numbers found in text: 000-54819

Date
May 17, 2022
Author
David Lee
Form
UPLOAD
Company
NewHydrogen, Inc. (NEWH) (CIK 0001371128)

Letter

United States securities and exchange commission logo May 17, 2022 David Lee Chief Executive Officer NewHydrogen, Inc. 27936 Lost Canyon Road, Suite 202 Santa Clarita, CA 91387 Re:NewHydrogen, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 File No. 000-54819 Dear Mr. Lee: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2021 Report of Independent Registered Public Accounting Firm, page F-1 1.Please amend your Form 10-K to include a revised auditor's report that addresses the following: •Ensure the auditors' report is dated as required by AS 3101.10(d) and Rule 2-02(a) of Regulation S-X; and •Ensure the auditors' report adequately describes how the critical audit matter was addressed in the audit and refers to the relevant financial statement disclosures that relate to the critical audit matter as required by AS 3101.14(c) and (d). In this regard, it appears stock compensation expense may relate to transactions in addition to stock options. We remind you that your amended filing should include updated certifications that are currently dated and refer to the Form 10-K/A.

FirstName LastNameDavid Lee Comapany NameNewHydrogen, Inc. May 17, 2022 Page 2 FirstName LastName David Lee NewHydrogen, Inc. May 17, 2022 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing

Show Raw Text
United States securities and exchange commission logo
May 17, 2022
David Lee
Chief Executive Officer
NewHydrogen, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita, CA 91387
Re:NewHydrogen, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 000-54819
Dear Mr. Lee:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Report of Independent Registered Public Accounting Firm, page F-1
1.Please amend your Form 10-K to include a revised auditor's report that addresses the
following:
•Ensure the auditors' report is dated as required by AS 3101.10(d) and Rule 2-02(a) of
Regulation S-X; and
•Ensure the auditors' report adequately describes how the critical audit matter was
addressed in the audit and refers to the relevant financial statement disclosures that
relate to the critical audit matter as required by AS 3101.14(c) and (d).  In this regard,
it appears stock compensation expense may relate to transactions in addition to stock
options.
We remind you that your amended filing should include updated certifications that are
currently dated and refer to the Form 10-K/A.

 FirstName LastNameDavid Lee
 Comapany NameNewHydrogen, Inc.
 May 17, 2022 Page 2
 FirstName LastName
David Lee
NewHydrogen, Inc.
May 17, 2022
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing