Attached files
| file | filename |
|---|---|
| EX-32.1 - NewHydrogen, Inc. | v163753_ex32-1.htm |
| EX-31.1 - NewHydrogen, Inc. | v163753_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Mark
One)
|
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008
|
|
|
¨
|
TRANSITION
REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
FOR
THE TRANSITION PERIOD FROM __________ TO __________
|
|
|
COMMISSION
FILE NUMBER: 333-138910
|
BIOSOLAR,
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, California 91387
(Address
of principal executive offices) (Zip Code)
Issuer’s
telephone Number: (661)
251-0001
Securities
registered under Section 12(b) of the Exchange Act: None.
Securities
registered under Section 12(g) of the Exchange Act: Common Stock:
None
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act. Yes ¨ No x
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 x No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ¨ No x
The
aggregate market value of the common stock held by non-affiliates of the
registrant, based upon the last sale price of the common stock reported on the
OTC-Bulletin Board on June 30, 2008 was $29,978,043.
The
number of shares of registrant’s common stock outstanding, as of March 26, 2009
was 133,366,777.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
This amended annual report on Form
10-K/A ("Form 10-K/A") is being filed to amend our annual report on Form 10-K
for the fiscal year ended December 31, 2008, which was originally filed with the
Securities and Exchange Commission on March 27, 2009 (the “Original Form
10-K”).
This Form
10-K/A is being filed to amend Part II, Item 9A, Controls and
Procedures of the Original Form 10-K.
This Amendment does not amend any other
information set forth in the Original Form 10-K, and we have not updated
disclosures contained therein to reflect any events that occurred subsequent to
the date of such report. In addition, in connection with the filing of this
Amendment and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as
amended, the certifications of our principal executive officer and principal
financial officer are attached as exhibits to this
Amendment.
PART
II
ITEM
9A. CONTROLS AND
PROCEDURES.
Evaluation of Disclosure
Controls and Procedures.
We maintain "disclosure controls and
procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures,
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable assurance that the
objectives of the disclosure controls and procedures are met. Additionally, in
designing disclosure controls and procedures, our management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures. The design of any disclosure
controls and procedures also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.
As of
December 31, 2008, we carried out an evaluation, under the supervision and with
the participation of our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective in ensuring that information required to be disclosed by us in our
periodic reports is recorded, processed, summarized and reported, within the
time periods specified for each report and that such information is accumulated
and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
1
Management’s
Report of Internal Control over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rule
13a - 15(f). Our internal control system was designed to provide reasonable
assurance to our management and the Board of Directors regarding the preparation
and fair presentation of published financial statements. All internal control
systems, no matter how well designed have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Our management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control - Integrated Framework - Guidance for
Smaller Public Companies (the COSO criteria). Based on our assessment we believe
that, as of December 31, 2008, our internal control over financial reporting is
effective based on those criteria.
This
report does not include an attestation report by HJ Associates &
Consultants, LLP, our independent registered public accounting firm, regarding
internal control over financial reporting. Management’s report was
not subject to attestation by the Company’s independent registered public
accounting firm pursuant to temporary rules of the SEC that permits the Company
to only provide management’s report in this Form 10-K.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during the year ended December 31, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
2
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 October 26,
2009.
.
|
Biosolar,
Inc.
|
||
|
By:
|
/s/
David Lee
|
|
|
CHIEF
EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER) AND ACTING CHIEF FINANCIAL
OFFICER (PRINCIPAL ACCOUNTING AND FINANCIAL
OFFICER)
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated:
|
SIGNATURE
|
TITLE
|
DATE
|
||
|
/S/
DAVID LEE
|
October
26, 2009
|
|||
|
CHIEF
EXECUTIVE OFFICER
|
||||
|
DAVID
LEE
|
(PRINCIPAL
EXECUTIVE OFFICER),
|
|||
|
ACTING
CHIEF FINANCIAL OFFICER
|
||||
|
(PRINCIPAL
ACCOUNTING AND
|
||||
|
FINANCIAL
OFFICER) AND
|
||||
|
CHAIRMAN
OF THE BOARD
|
|
/S/
DENNIS LEPON
|
DIRECTOR
|
|||
|
DENNIS
LEPON
|
October 26,
2009
|
3