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EX-31.1 - BioSolar Incv178231_ex31-1.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(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, 2009           
¨
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 
(State or other jurisdiction of incorporation or
organization)
20-4754291
(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 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨    No ¨

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    ¨(Do not check if smaller reporting company)
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, 2009 was $18,800,956.
 
The number of shares of registrant’s common stock outstanding, as of March 19, 2010 was 147,766,777.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
None.

 
 

 
 
TABLE OF CONTENTS

 
Page
PART I
Item 1.
Description of Business
3
Item 1A.
Risk Factors
6
Item 2.
Properties
10
Item 3.
Legal Proceedings
10
Item 4.
Submission of Matters to a Vote of Security Holders
10
   
PART II
Item 5.
Market for Common Equity and Related Stockholder Matters
10
Item 6.
Selected Financial Data
12
Item 7.
Management’s Discussion and Analysis or Plan of Operation
12
Item 8.
Financial Statements and Supplementary Data
14
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
14
Item 9A.
Controls and Procedures
15
Item 9B.
Other Information
15
   
PART III
Item 10.
Directors, Executive Officers, Promoters and Control Persons;
 
 
Compliance With Section 16(a) of the Exchange Act
16
Item 11.
Executive Compensation
18
Item 12.
Security Ownership of Certain Beneficial Owners and Management
 
 
and Related Stockholder Matters
19
Item 13.
Certain Relationship and Related Transactions
20
Item 14.
Principal Accountant Fees and Services
20
Item 15.
Exhibits
21
   
SIGNATURES
22
 
 
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PART I

ITEM 1.       DESCRIPTION OF BUSINESS.

Overview
 
We are developing an innovative technology to produce bio-based materials from renewable plant sources that will reduce the cost per watt of Photovoltaic solar modules. Most of the solar industry is focused on photovoltaic efficiency to reduce cost, but we are introducing a new dimension of cost reduction by replacing petroleum-based plastic solar module components with durable bio-based components. The process for producing electricity from sunlight is known as Photovoltaics. Photovoltaic ("PV") is the science of capturing and converting sun light into electricity.

We are focusing our research and product development efforts on producing bio-based components that meet the thermal and durability requirements of current solar module manufacturing processes for conventional crystalline cell designs as well as thin film PV devices in an effort to capitalize on what we perceive as cost advantages to current petroleum based solar cell components.

We are focusing our research and product development efforts on bio-based backsheets, substrates, superstrates, module and panel components.

Corporate Information and History


Industry Overview  

The solar industry relies on two distinctly different solar energy technologies. Solar energy can be converted directly into electricity using photovoltaic devices or into heat by solar thermal devices. Photovoltaic devices convert sunlight directly into electricity through a photovoltaic (PV) cell, commonly called a solar cell, a non-mechanical device usually made from silicon alloys. Solar thermal devices, on the other hand, are typically used for directly heating swimming pools, heating water for domestic use, and space heating of buildings.


There remains a variety of techniques for manufacturing the coatings needed to create solar cells. Emerging thin film cell manufacturing holds much promise because the coatings use less silicon than traditional films and can be manufactured at low cost and in large volume.

The simplest cells power watches and calculators; more complex systems provide power to the electric grid, and provide electricity to pump water, power communications equipment, light homes and run appliances.

In photovoltaics, light particles called photons penetrate the cell and knock electrons free from the silicon atoms, creating an electric current. As long as light flows into the cell, electrons flow out of the cell. The cell does not use up its electons and lose power, similar to a battery, as it is a converter that turns one kind of energy (sun light) into another (flowing electrons).

 
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Photovoltaic cells are typically combined into modules that hold about 40 cells. Ten such modules are mounted in photovoltaic arrays. Such arrays can be used to generate electricity for a single building or, in large numbers, for a power plant.

Stand-along photovoltaic systems produce power independently of the utility grid. In some off-the-grid locations, even one half kilometer from power lines, stand-alone photovoltaic systems can be more cost effective than extending power lines. They are especially appropriate for remote, environmentally sensitive areas, such as national parks, cabins, and remote homes.

In rural areas, small stand-alone solar arrays often power farm lighting, fence chargers for electric fences, and solar water pumps, which provide water for livestock. Some hybrid systems combine solar power with other power sources such as wind or diesel. Photovoltaic technology can be combined with construction materials and be built into a building rather than added on top of a building. In such building-integrated photovoltaics, photovoltaic systems are incorporated into or become elements of a building's structure.

Companies are manufacturing solar panels that look like construction materials, such as roof shingles. It is also possible to produce windows that have solar cells integrally constructed as part of the window surface or by placing thin films on the window.

Research and Development

BioSolar intends to produce robust bio-based components that meet the stringent thermal and durability requirements of current solar cell manufacturing processes. BioSolar materials are intended to be used directly in conventional manufacturing systems, such as injection molding and thin-film roll-to-roll, to create superstrate layer, substrate layer, backsheet as well as module and panel components.

We believe that one problem with the use of bio-based materials in solar cells is that these bio-based materials have much lower melting temperature and fragile molecular structure than those of conventional petroleum based plastic materials.   We have developed a proprietary manufacturing and materials process to enhance the characteristics of traditional bio-based materials — turning them into robust and durable materials for solar applications

We are currently developing multiple versions of our bio-based backsheet, and the company’s first product went into limited production state in late 2009.  Our line of BioSolar Backsheets (BioBacksheetTM), based on the company’s proprietary materials technology, is designed for C-Si solar cell module manufacturers as well as for thin film solar module manufacturers. These backsheets will be available in rolls of film for direct use in lamination and roll-to-roll assembly systems. We believe that using BioSolar Backsheets can significantly reduce cost over traditional backsheet materials.   The company’s first BioBacksheetTM  is currently in a limited production stage.
  
In addition, the company commenced a test program to determine the physical properties and characteristics that will be most suitable for commercially available solar cell devices, and build prototype solar cells, as we attempt to validate the commercial viability of this product in various forms.

Marketing Strategy

BioSolar, Inc. is developing a technology to produce bio-based materials from renewable plant sources that will reduce the cost per watt of solar cells.  Most of the solar industry is focused on photovoltaic efficiency to reduce cost.  BioSolar is the first company to introduce a new dimension of cost reduction by replacing petroleum-based plastic solar cell components with durable bio-based materials.   BioBacksheetTM, the company’s first commercially available product is in a limited production stage and two additional versions of BioBacksheetTM which enhanced capabilities are scheduled to start production during 2010.  Other related products are in the research and development stage.

We intend to market our bio-based solar module components directly to photovoltaic module manufacturers. In order to create a favorable environment for sales, we plan to undertake advertising and promotion efforts. These efforts will be outsourced and will require the services of advertising and public relations firms. We plan to interview various firms and select those most capable of assisting us with comprehensive advertising and promotion plans. We have not yet finalized the potential costs of our marketing strategy.

 
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Our marketing strategy is to market to potential manufacturing partners in our target markets representing photovoltaic module manufactures.
 
Backlog of Orders

There are currently no orders for sales at this time.

Government Contracts

There are no government contracts at this time.

Compliance with Environmental Laws and Regulations

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

Manufacturing and Distribution
 
We currently do not have any mechanism for the manufacture and distribution of BioBacksheet within the company, nor do we have adequate financing to undertake these efforts on our own. We will be outsourcing manufacturing and distribution efforts to contract manufacturing and distributions firms.
 
Intellectual Property

On October 22, 2008, we filed a patent to protect the intellectual property rights for “Phovoltaic Laminated Module Backsheet, Films and Coatings for Use in Module Backsheet, and Processes for Making the Same”, application number 12/256,176.  The inventors listed on the patent application are Stanley Levy, the company’s Chief Technology officer, and Josh Cottrell.  The company is listed as the assignee.  As of the date of this 10K, we are awaiting the US Patent and Trademark Office to complete their review of our application.  This patent protection also has been sought through the World Intellectual Property Organization with the Patent Cooperation Treaty (PCT) to ensure full protection outside of the U.S. on the BioBacksheet technology.  The PCT has been ratified by most of the industrialized countries in the world, including the United States, most of Europe, Russia and the former Soviet Republics, Japan, China, Korea and India.

We rely upon confidentiality agreements signed by our employees, consultants and third parties to protect our intellectual property.

Competition

While there are a number of companies manufacturing backsheet and other plastic components for PV devices, such as Madico, Inc, we do not know of any employing the use of bio-based components.

Technology Development Partners

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

As of March 11, 2010 we had two (2) full time employees. We have not experienced any work stoppages and we consider relations with our employees to be good.

ITEM 1A.       RISK FACTORS

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN BASE AN INVESTMENT DECISION.

Our company was formed on April 24, 2006 and therefore, we have a limited operating history upon which you can make an investment decision, or upon which we can accurately forecast future sales. You should, therefore, consider us subject to the business risks associated with a new business. The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the formation and initial operations of a new business.
 
WE HAVE A LIMITED HISTORY OF LOSSES AND HAVE NEVER REALIZED REVENUES TO DATE. WE EXPECT TO CONTINUE TO INCUR LOSSES AND NO ASSURANCE CAN BE GIVEN THAT WE WILL REALIZE REVENUES.  ACCORDINGLY, WE MAY NEVER ACHIEVE AND SUSTAIN PROFITABILITY.
 
Since inception, we have incurred losses and have negative cash flows from operations and have never realized revenues. From inception through December 31, 2009, we incurred a net loss of $2,714,314. These factors, among others discussed in Note 1 to the financial statements, raise substantial doubt about the ability to continue as a going concern. We expect to continue to incur net losses until we are able to realize revenues to fund our continuing operations. We may fail to achieve any or significant revenues from sales or achieve or sustain profitability. Accordingly, there can be no assurance of when, if ever, we will be profitable or be able to maintain profitability.

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

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

WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES AND OUR FINANCIAL CONDITION AND RESULTS OF OPERATION COULD BE MATERIALLY AND ADVERSELY AFFECTED.

While we have made progress in the development of our products, we have not generated any revenues and we are unable to project when we will achieve profitability, if at all. As is the case with any new technology, we are a development stage company and expect the development process to continue. We may not be able to create our product offering, develop a customer base and markets, or implement the other features of our business strategy at the rate or to the extent presently planned. Growth beyond the product development stage will place a significant strain on our administrative, operational and financial resources. In addition, our operations will not be able to move out of the development stage without additional funding. If we are unable to successfully finance our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operation could be materially and adversely affected.

 
6

 

OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET; THE FAILURE OF WHICH WOULD CAUSE TO CURTAIL OR CEASE OPERATIONS.
 
We believe that virtually all of our revenues will come from the sale or license of our products. As a result, we will continue to incur substantial operating losses until such time as we are able to generate revenues from the sale or license of our products. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for or license our products. In the event that we are not able to significantly increase the number of customers that purchase or license our products, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.

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

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

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

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

THE LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT AND RESULT IN A MATERIAL ADVERSE EFFECT CAUSING THE BUSINESS TO SUFFER.

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

OUR PATENT APPLICATION FOR OUR TECHNOLOGY IS PENDING AND THERE IS NO ASSURANCE THAT THIS APPLICATION WILL BE GRANTED. FAILURE TO OBTAIN THE PATENT FOR OUR APPLICATION COULD PREVENT US FROM SECURING ROYALTY PAYMENTS IN THE FUTURE, IF APPROPRIATE.

We have filed a patent to protect the intellectual property rights for “A Method for Building Thin Film Flexible Solar Cells on Bio-Based Plastic Substrates”. To date our patent application has not been granted. We cannot be certain that this patent will be granted nor can we be certain that other companies have not filed for patent protection for this technology before us. Even if we are granted patent protection for our technology, there is no assurance that we will be in a position to enforce our patent rights. Failure to be granted patent protection for our technology could result in greater competition or in limited royalty payments. This could result in inadequate revenue and cause us to cease operations.

 
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OUR CURRENT AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES THAN WE DO, MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE DEMAND FOR, AND THE PRICES OF, OUR PRODUCTS TO DECLINE.
 
While there are a number of companies manufacturing components for PV devices, we do not know of any employing the use of bio-based materials. Furthermore, our competitors may combine with each other, and other companies may enter our markets by acquiring or entering into strategic relationships with our competitors. Current and potential competitors have established, or may establish, cooperative relationships among themselves or with third parties to increase the abilities of their PV components to address the needs of our prospective customers.
  
Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development and marketing resources, greater name recognition and larger customer bases than we do. Our present or future competitors may be able to develop products comparable or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends and standards or customer requirements, or devote greater resources to the development, promotion and sale of their products than we do. Accordingly, we may not be able to compete effectively in our markets, competition may intensify and future competition may harm our business.

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

Our directors, executive officers and principal stockholders and their affiliates beneficially own approximately 38.2% of the outstanding shares of our common stock. Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to control the election of our Board of Directors and the outcome of matters submitted to a vote of our stockholders.

WORLDWIDE ECONOMIC CONDITIONS MAY IMPACT OUR FINANCIAL CONDITION AND OPERATING RESULTS.

In recent months, worldwide economic conditions have deteriorated significantly in the United States and other countries, and may remain depressed for the foreseeable future. These conditions make it difficult for us to accurately forecast and plan future business activities, and could cause us to slow or reduce spending on our research and development activities. Furthermore, during challenging economic times, we may face issues gaining timely access to financings or capital infusion, which could result in an impairment of our ability to continue our business activities. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, in the United States, or in our industry. These and other economic factors could have a material adverse effect on our financial condition and operating results.

 Risks Related to Our Common Stock

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

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

 
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IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.
 
Securities traded on the Over-The-Counter Bulletin Board must be registered with the Securities and Exchange Commission  and the issuer must be current with its filings pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933, as amended in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on our Company.

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

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

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

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

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

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

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

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

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

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

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
 
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
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We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the our Board of Directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates. 

ITEM 2.      PROPERTIES.

Our headquarters are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387. We lease our facility under a lease that expires on May 14, 2010. Our monthly lease payment is $534. The size of our office is 144 square feet.

ITEM 3.      LEGAL PROCEEDINGS.


ITEM 4.           RESERVED

PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

On February 22, 2007, our common stock became eligible for quotation on the NASD's OTC Bulletin Board under the symbol "BSRC."

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These high and low bid prices represent prices quoted by broker-dealers on the OTC Bulletin Board. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

   
Fiscal 2010
   
Fiscal 2009
   
Fiscal 2008
 
Quarter Ended
 
High
   
Low
   
High
   
Low
   
High
   
Low
 
March 31
  $ 0.16     $ 0.10 **   $ 0.22     $ 0.111     $ 1.58     $ 0.38  
June 30
                  $ 0.27     $ 0.105     $ 0.62     $ 0.38  
September 30
                  $ 0.22     $ 0.15     $ 0.47     $ 0.32  
December 31
                  $ 0.18     $ 0.12     $ 0.34     $ 0.12  

*Our common stock became eligible for quotation on the NASD's OTC Bulletin Board on February 22, 2007.
** Through March 19, 2010

 
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Common Stock

Our Amended Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock, $.0001 par value per share. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore. In the event of a liquidation, dissolution, or winding up of our company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares.

As of March 19, 2010, our common stock was held by 111 stockholders of record and we had 147,766,777 shares of common stock issued and outstanding. We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant portion of our outstanding common stock is held of record in broker street names for the benefit of individual investors. The transfer agent of our common stock is Computershare Trust Company N.A., P.O. Box 43070, Providence, RI 02940-3070.

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

Securities Authorized for Issuance Under Equity Compensation Plan
 
The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance as from inception (April 24, 2006) through December 31, 2009.
 
EQUITY COMPENSATION PLAN INFORMATION

Plan category
 
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
   
Weighted average
exercise price of
outstanding 
options,
warrants and 
rights
   
Number of 
securities
remaining available
for future issuance
under equity
compensation plans
(excluding 
securities reflected 
in column (a)
 
   
(a)
   
(b)
   
(c)
 
Equity compensation plans approved by security holders
 
-0-
   
-0-
   
-0-
 
                   
Equity compensation plans not approved by security holders
 
-0-
   
-0-
   
-0-
 
               
 
 
Total
 
-0-
   
-0-
   
-0-
 

Unregistered Sales of Equity Securities

During the year ended December 31, 2009, the Company issued 14,400,000 shares of common stock, at a price of $0.05  per share through a private placement.

The above offerings and sales were deemed or determined by the Company to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offering and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment.

 
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ITEM 6.       SELECTED FINANCIAL DATA
N/A

ITEM 7.       MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Special Note on Forward-Looking Statements.

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

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report beginning on page F-1.
 
Overview
 
We are developing an innovative technology to produce bio-based materials from renewable plant sources that will reduce the cost per watt of Photovoltaic solar cells.  Most of the solar industry is focused on photovoltaic efficiency to reduce cost, but we are introducing a new dimension of cost reduction by replacing petroleum-based plastic solar cell components with durable bio-based components.  The process for producing electricity from sunlight is known as Photovoltaics. Photovoltaic ("PV") is the science of capturing and converting sun light into electricity.

We are focusing our research and product development efforts on producing bio-based components that meet the thermal and durability requirements of current solar cell manufacturing processes for conventional crystalline cell designs as well as thin film PV devices in an effort to capitalize on what we perceive as cost advantages to current petroleum based solar cell components.

We are focusing our research and product development efforts on bio-based backsheets, substrates,  superstrates, module, and panel components.
 
We were incorporated in the State of Nevada on April 24, 2006, as BioSolar Labs, Inc. Our name was changed to BioSolar, Inc. on June 8, 2006. Our principal executive offices are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387, and our telephone number is (661) 251-0001. Our fiscal year end is December 31.

 
12

 

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED DECEMBER 31, 2008

SELLING AND MARKETING EXPENSES

          Selling and Marketing Expenses ("S&M") expenses decreased by $179,044 or 61.42% to $112,443 for the year ended December 31, 2009, compared to $291,487 for the prior year. The decrease in S&M expenses was a result of a decrease in consulting fees of $98,900 due to the Company utilizing less advisory services for assessing markets for energy technologies, and a decrease in marketing expenses of $82,074 was due to less media exposure in the current year.

GENERAL AND ADMINISTRATIVE EXPENSES

              General and administrative ("G&A") expenses decreased by $14,822 or 3.08% to $466,777 for the year ended December 31, 2009, compared to $481,599 for the prior year. This decrease in G&A expenses was the result of a decrease in professional fees of $7,383 due to lower cost for registering shares, and a decrease of $7,950 in travel and professional development.

RESEARCH AND DEVELOPMENT

         Research and Development ("R&D") costs decreased by $127,775 or 67.08%, to $62,706 for the year ended December 31, 2009 compared to $190,481 for the prior year. This decrease in R&D costs was the result of a decrease in consulting fees and materials. The Company is in the testing phase of its new technology, which required less labor and materials.

NET LOSS

         Net Loss decreased by $(303,045), or 31.98%, to $(644,601) for the year ended December 31, 2009, compared to $(947,646) for the prior year.  This decrease in net loss was the result of a decrease in overall operating expenses. Currently the Company is in its development stage and has no revenues.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2009, we had $462,726 of working capital as compared to $418,211 for the prior year. This increase of $44,515 was due primarily to equity financing and less liabilities.

         During the year ended December 31, 2009, the Company used $652,111 of cash for operating activities, as compared to $862,011 for the prior year. The decrease of $209,900 in the use of cash for operating activities was a result of a decrease in net loss of $303,045 due to a reduction of overall operating expenses. There were no shares issued for services in the current year compared to $25,000 issued in the prior year to outside consultants. The decrease in inventory of $7,694 was due to utilizing the inventory on hand of $24,770 from the prior year for research and development of the technology. The prepaid expenses increased by $(3,678) due to legal fees for the current year compared to a decrease of $71,594 for consulting fees in the prior year. Accounts payable decreased by $(18,267) due to a reduction in cost to consultants for research and development compared to an increase of $20,800 for the prior year.

          Cash provided by investing activities was $187,949 for the year ended December 31, 2009 as compared to cash provided of $164,918 for the prior year. The increase of cash provided by investing activities for the amount of $23,031 was primarily due to a decrease of $79,962 in the purchase of fixed and intangible assets, and proceeds of $(56,931) transferred from certificate of deposits.

 
13

 

          Cash provided from financing activities during the year ended December 31, 2009 was $720,000 as compared to $390,000 for the prior year. Our capital needs have primarily been met from the proceeds of private placements, as we are currently in the development stage and have no revenues.

Our financial statements as of December 31, 2009 have been prepared under the assumption that we will continue as a going concern from inception (April 24, 2006) through December 31, 2009. Our independent registered public accounting firm has issued their report dated March 24, 2010 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS
 
We are engaged in the development of an innovative technology to produce bio-based materials from renewable plant sources that will reduce the cost per watt of Photovoltaic solar cells.  We plan to develop our products and thereafter focus our efforts on establishing markets in related sectors by 2011.

Our plan of operation within the next twelve months is to utilize our cash balances to fully commercialize our bio-based backsheet component (BioBacksheetTM) to replace the petroleum based backsheet in crystalline photovoltaic modules. In addition, we intend to further enhance test programs to determine the physical properties and characteristics that will be most suitable for the further development of biobased solar module components, and build solar cells, as we attempt to validate the commercial viability of our product. We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next four months. Management estimates that it will require additional cash resources during 2010, based upon its current operating plan and condition. We will be investigating additional financing alternatives, including equity and/or debt financing. 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 fifteen 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.
 
ITEM 8.       FINANCIAL STATEMENTS.

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

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

 
14

 

ITEM 9A (T).             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, 2009, 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.

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, 2009. 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, 2009, our internal control over financial reporting is effective based on those criteria.

This annual 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, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.              OTHER INFORMATION.

None.

 
15

 

PART III

ITEM 10.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

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

Name
Age
Position
David Lee
50
Chief Executive Officer, Acting Chief Financial Officer and Dirctor
Stanley Levy
71
Vice President and Chief Technology Officer
Steven C. Bartling
47
Director
Dennis LePon
62
Director

Directors serve until the next annual meeting and until their successors are elected and qualified. The Directors of our company are elected by the vote of a majority in interest of the holders of the voting stock of our company and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.  

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Currently, our directors do not receive monetary compensation for their service on the Board of Directors.
 
Officers are appointed to serve for one year until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected and qualified.
 
The principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors, followed by our key employees, are as follows:
 
David Lee - Chief Executive Officer and Acting Chief Financial Officer and Director of the Company since inception (April 24, 2006). Dr. Lee has over 20 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication systems, automotive electronics, software development and consulting.  From 2004 to 2006, he was with Ramsey-Shilling Co. in the business of Commercial Real Estate Investment and Brokerage.  From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc., a Delaware company engaged in the business of Internet Software Development. From 1994 to 2000, he served as Vice Present and General Manager for RF-Link Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing. Dr. Lee received a Ph.D. in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from University of Michigan in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.  

Stanley Levy - Vice President and Chief Technology Officer of the Company since August 2007. Dr. Levy has over 40 years of engineering and technical experience in the areas of plastics and film development. Dr. Levy spent 27 years at DuPont working on many of their premiere films, including Teflon, Mylar and Kapton. He holds 12 patents, his work has been published in numerous technical publications and he has received several awards for technical excellence. Prior to joining BioSolar, Dr. Levy was a consultant on module packaging for photovoltaic manufacturing companies including Global Solar, MiaSole, and Solar Integrated Technologies. In addition, he is a member of the National Renewable Energy Laboratory's Thin Film PV Module Reliability Team. Dr. Levy holds a Ph.D in Mechanical Engineering from the University of Connecticut, a Master of Science in Mechanical Engineering from the University of Connecticut and a Bachelor of Science in Mechanical Engineering from the University of Rhode Island.

 
16

 

Steven C. Bartling – Director since May 11, 2006: Steven C. Bartling has over 25 years of engineering and corporate management experience in the areas of ultra high performance digital CMOS (Complementary Metal Oxide Semiconductor) circuit design, high performance microprocessor architecture/design, systems on a chip, packaging, and testing. From 2002 to the present, Mr. Bartling has been employed in ASIC (Application Specific Integrated Circuit) research and development for Texas Instruments, Inc. From 2001 to 2002, he served as Director of Custom Design for Celerence, an Oragon company engaged in the business of Optical Communication Networking. Mr. Bartling received a Master of Science in Electrical Engineering from Georgia Institute of Technology in 1987 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1985.  We concluded that Mr. Bartling’s wealth of technical and business experience he gained through his successful technical and corporate management career made him qualified to serve on the Board of Directors.  Mr. Bartling does not currently hold any other directorship.
 
Dennis LePon – Director since May 11, 2006: Dennis LePon has over 35 years of financial, managerial, and business experience working for a bank, real estate finance companies, as well as a start up high tech company. From 1992 to the present, Mr. LePon has served as Chief Financial officer of Catalyst Resource Group, Inc., a real estate finance and consulting firm offering specialized financing for healthcare, C-Store, gasoline station and other varied commercial properties nationwide.  From 2002 to 2004, he served as Chief Financial Officer for FoodMarket Place.com, a California company engaged in the business of Web Based marketing for food and restaurant industry partnered with Hewlett Packard. Mr. LePon received a Bachelor of Arts from California State University at Northridge in 1969 and a Master of Business Administration from the University of Southern California in 1977.  We concluded that Mr. LePon’s strong financial and business experience he gained throughout his successful financial and corporate management career made him qualified to serve on the Board of Directors.  Mr. LePon does not currently hold any other directorship.
 
COMMITTEES OF THE BOARD
 
We currently have no audit committee, compensation committee, nominations and governance committee of our board of directors. We do not have an audit committee financial expert.
 
INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS
 
No executive officer, director or any member of these individuals' immediate families or any corporation or organization with whom any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

FAMILY RELATIONSHIPS
 
There are no family relationships among our executive officers and directors.
 
CODE OF ETHICS
 
We have adopted a Code of Ethics that applies to all of our directors, officers and employees. The text of the Code of Ethics is filed as an exhibit to this annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 25, 2008.  The Company will provide to any person without charge, upon request to the Company at its office, a copy of the Code of Ethics. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board of Directors.  Any such waivers will be promptly disclosed to our shareholders.

LEGAL PROCEEDINGS
 
To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:
 
·
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
 
 
17

 
 
 
·
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 
·
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
 
 
·
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
 
 
·
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 11.           EXECUTIVE COMPENSATION.
 
 
Name and Principal Position 
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
   
Option
Awards
($)
   
Non-
Equity
Incentive 
Plan
Compensation
($)
   
Non-
Qualified
Deferred
Compensation
   
All Other
Compensation
($)
   
Total
($)
 
David Lee - CEO and
 
2009
  $ 144,000       0       0       0       0       0       0     $ 144,000  
Acting CFO
 
2008
  $ 144,000       0       0       0       0       0       0     $ 144,000  
                                                                     
Stanley Levy – CTO
 
2009
  $ 132,000       0       0       0       0       0       0     $ 132,000  
   
2008
  $ 132,000       0       0       0       0       0       0     $ 132,000  
 
Employment Agreements
 
The Company currently has no employment agreements with its executive officers.
 
Employee Benefit Plans
 
The Company currently has no health plan for its employees.

 
18

 
 
Stock Option Plan
 
The Company has no stock option plan.
 
Election and Compensation of Directors
 
The Directors of the Company are elected by the vote of a majority in interest of the holders of the voting stock of the Company and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
 
A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business.  The directors must be present at the meeting to constitute a quorum.  However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.
 
The Company’s directors currently do not receive monetary compensation for their service on the Board of Directors.  Directors may receive compensation for their services in the future and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.


The following table sets forth, as of March 19, 2010, the number of and percent of our common stock beneficially owned by:
 
·
all directors and nominees, naming them,
 
·
our executive officers,
 
·
our directors and executive officers as a group, without naming them, and
 
·
persons or groups known by us to own beneficially 5% or more of our common stock:
 
We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
 
A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 19, 2010 upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March 19, 2010 have been exercised and converted.
 
Title of Class
 
Name of
Beneficial Owner
 
Number of
Shares
Beneficially
Owned
   
Percent of Total
(1)
 
Common Stock
 
David Lee
    49,500,000       33.5 %
Common Stock
 
Stanley Levy
    5,000,000       3.4 %
Common Stock
 
Steven C. Bartling
    1,000,000       *  
Common Stock
 
Dennis LePon
    1,000,000       *  
Common Stock
 
All Executive Officers and Directors as a Group (4 persons )
    56,500,000       38.2 %
 
 
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*Less than one percent.    

(i) Based upon 147,766,777 shares issued and outstanding as of March 19, 2010.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
There were no material related party transactions which we entered into from inception (April 24, 2006) to December 31, 2009.  

Director Independence

Director is independent as that term is defined under the NASDAQ Marketplace Rules.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees
 

Audit-Related Fees

We did not incur assurance and audit-related fees during 2009 and 2008, to HJ Associates & Consultants, LLP in connection with the audit of our financial statements from April 24, 2006 (Inception) through December 31, 2009 for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters.
 
Tax Fees
 
We did not incur fees for tax compliance, tax advice, or tax planning for the fiscal year ended December 31, 2009 and December 31, 2008, respectively.
 
All Other Fees
 
There were no fees billed to us by HJ Associates & Consultants, LLP for services rendered to us during the last two fiscal years, other than the services described above under “Audit Fees” and “Audit-Related Fees.”
 
As of the date of this filing, our current policy is to not engage HJ Associates & Consultants, LLP to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage HJ Associates & Consultants, LLP to provide audit, tax, and other assurance services, such as review of SEC reports or filings.

 
20

 
 
ITEM 15.   EXHIBITS.
 
 
Description
     
 
Articles of Incorporation of Biosolar Labs, Inc. filed with the Nevada Secretary of State on April 24, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)
     
3.2
 
Articles of Amendment of Articles of Incorporation of Biosolar Labs, Inc. filed with the Nevada Secretary of State on May 25, 2006.( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)
     
3.3
 
Articles of Amendment of Articles of Incorporation of Biosolar Labs, Inc. filed with the Nevada Secretary of State on June 8, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)
     
3.4
 
 Bylaws of Biosolar, Inc.( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

MATERIAL CONTRACTS
10.1
 
 Form of Subscription Agreement dated as of May 26, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)
     
10.2
 
 Form of Subscription Agreement dated as of July 17, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)
     
10.3
 
 Form of Subscription Agreement dated as of October 11, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)
     
14.1
 
Code of Ethics ( Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 25, 2008)
     
31.1
 
Certification by Chief Executive Officer 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).
 
 
21

 

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 March 24, 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
 
CHIEF EXECUTIVE OFFICER
 
MARCH 24, 2010
DAVID LEE
 
(PRINCIPAL EXECUTIVE OFFICER),
ACTING CHIEF FINANCIAL OFFICER
   
   
(PRINCIPAL ACCOUNTING AND
   
   
FINANCIAL OFFICER) AND
   
   
CHAIRMAN OF THE BOARD
 
MARCH 24, 2010
         
/s/ STEVEN C. BARTLING
 
DIRECTOR
   
STEVEN C. BARTLING
     
MARCH 24, 2010
         
/S/ DENNIS LEPON
 
DIRECTOR
     
DENNIS LEPON
     
MARCH 24, 2010
 
 
 
22

 

Report of Independent Registered Public Accounting Firm

To the Board of Directors
BioSolar, Inc.
(A Development Stage Company)
Santa Clarita, California

We have audited the accompanying balance sheets of BioSolar, Inc. (a development stage company) as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2009, and from inception of the development stage on April 24, 2006 through December 31, 2009.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BioSolar, Inc. (a development stage company) as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2009, and from inception of the development stage on April 24, 2006 through December 31, 2009, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company does not generate revenue, and has negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 1 to the financial statements.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We were not engaged to examine management's assessment of the effectiveness of BioSolar, Inc’s (a development stage company) internal control over financial reporting as of December 31, 2009 and, accordingly, we do not express an opinion thereon.

HJ Associates & Consultants, LLP
Salt Lake City, UT
March 24, 2010

 
F-1

 
 
BIOSOLAR, INC.
(A Development Stage Company)
BALANCE SHEETS

   
December 31, 2009
   
December 31, 2008
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash & cash equivalents
  $ 289,229     $ 33,391  
Certificates of deposits
    147,288       372,112  
Inventory, raw materials
    17,076       24,770  
Prepaid expenses
    12,416       8,738  
                 
TOTAL CURRENT ASSETS
    466,009       439,011  
                 
PROPERTY AND EQUIPMENT
               
Machinery and equipment
    74,643       49,130  
Computer
    1,978       1,978  
      76,621       51,108  
Less accumulated depreciation
    (10,638 )     (4,647 )
                 
NET PROPERTY AND EQUIPMENT
    65,983       46,461  
                 
OTHER ASSETS
               
Patents, net of amortization of $40
    86,334       74,972  
Deposit
    770       770  
                 
TOTAL OTHER ASSETS
    87,104       75,742  
                 
TOTAL ASSETS
  $ 619,096     $ 561,214  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 2,533     $ 20,800  
Accrued expense
    750       -  
                 
TOTAL CURRENT LIABILITIES
    3,283       20,800  
                 
SHAREHOLDERS' EQUITY
               
Common stock, $0.0001 par value;
               
500,000,000 authorized common shares
               
147,766,777 and 133,366,777 shares issued and outstanding, respectively
    14,776       13,336  
Additional paid in capital
    3,315,351       2,596,791  
Deficit accumulated during the development stage
    (2,714,314 )     (2,069,713 )
                 
TOTAL SHAREHOLDERS' EQUITY
    615,813       540,414  
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  $ 619,096     $ 561,214  
 
 
F-2

 
 
BIOSOLAR, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
 
               
From Inception
 
               
April 24, 2006
 
   
Year Ended
   
through
 
   
December 31, 2009
   
December 31, 2008
   
December 31, 2009
 
                   
REVENUE
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
Selling and marketing expenses
    112,443       291,487       724,402  
General and administrative expenses
    466,777       481,599       1,600,006  
Research and development
    62,706       190,481       463,371  
Depreciation and amortization
    5,991       3,618       10,678  
                         
TOTAL OPERATING EXPENSES
    647,917       967,185       2,798,457  
                         
LOSS FROM OPERATIONS BEFORE  OTHER INCOME
    (647,917 )     (967,185 )     (2,798,457 )
                         
TOTAL OTHER INCOME
                       
Interest income
    4,116       20,339       86,543  
                         
LOSS BEFORE PROVISION FOR TAXES
    (643,801 )     (946,846 )     (2,711,914 )
                         
Income taxes
    (800 )     (800 )     (2,400 )
                         
NET LOSS
  $ (644,601 )   $ (947,646 )   $ (2,714,314 )
                         
BASIC AND DILUTED LOSS PER SHARE
  $ (0.00 )   $ (0.01 )        
                         
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED
    138,258,832       132,402,777          
 
 
F-3

 
 
BIOSOLAR, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY

                           
Deficit
       
                           
Accumulated
       
               
Additional
         
during the
       
   
Common stock
   
Paid-in
   
Subscription
   
Development
       
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Total
 
Inception April 24, 2006
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Issuance of common stock in April 2006 for services
                                               
(1,000 common shares issued at $0.001 per share )
    1,000       1       -               -       1  
                                                 
Issuance of founders shares in May 2006 for cash
                                               
(29,999,000 common shares issued at $0.00025 per share )
    29,999,000       2,999       4,500               -       7,499  
                                                 
Issuance of founders shares in May 2006 for cash
                                               
(20,000,000 common shares issued at $0.00025 per share )
    20,000,000       2,000       3,000               -       5,000  
                                                 
Issuance of founders shares in May 2006 for cash
                                               
(9,000,000 common shares issued at $0.00025 per share )
    9,000,000       900       1,350               -       2,000  
                                                 
Issuance of common stock in May 2006 for cash
                                               
(25,000,000 common shares issued at $0.015 per share )
    25,000,000       2,500       372,500               -       375,000  
                                                 
Issuance of founders shares in June 2006 for cash
                                               
(34,000,000 common shares issued at $0.00025 per share )
    34,000,000       3,400       5,100               -       8,500  
                                                 
Issuance of common shares in June 2006 for cash
                                               
(90,000 common shares issued at $0.10 per share )
    90,000       9       8,991               -       9,000  
                                                 
Stocks subscribed
    -       -       -               -       250  
                                                 
Issuance of common shares in July 2006 for cash
                                               
(5,760,000 common shares issued at $0.10 per share )
    5,760,000       576       575,424               -       576,000  
                                                 
Issuance of common shares in August 2006 for cash
                                               
(2,807,777 common shares issued at $0.10 per share )
    2,807,777       281       280,497               -       280,778  
                                                 
Issuance of common shares in September 2006 for cash
                                               
(1,450,000 common shares issued at $0.10 per share )
    1,450,000       145       144,855               -       145,000  
                                                 
Issuance of common shares in October 2006 for cash
                                               
(450,000 common shares issued at $0.10 per share )
    450,000       45       44,955               -       45,000  
                                                 
Net Loss from Inception through December 31, 2006
    -       -       -               (274,361 )     (274,361 )
Balance at December 31, 2006
    128,557,777       12,856       1,441,172               (274,361 )     1,179,667  
                                                 
Issuance of common shares in September 2007 for cash
                                               
(250,000 common shares issued at $0.20 per share )
    250,000       25       49,975               -       50,000  
                                                 
Issuance of common shares in September 2007 for cash
                                               
(50,000 common shares issued at $0.20 per share )
    50,000       5       9,995               -       10,000  
                                                 
Issuance of common shares in September 2007 for services
                                               
(100,000 common shares issued at $0.35 per share )
    100,000       10       34,990               -       35,000  
                                                 
Issuance of common shares in September 2007 for services
                                               
(100,000 common shares issued at $0.26 per share )
    100,000       10       25,990               -       26,000  
                                                 
Issuance of common shares in September 2007 for services
                                               
(40,000 common shares issued at $0.54 per share )
    40,000       4       21,596               -       21,600  
                                                 
Issuance of common shares in October 2007 for services
                                               
(4,000 common shares issued at $0.54 per share )
    4,000       0       2,160               -       2,160  
                                                 
Issuance of common shares in October 2007 for cash
                                               
(1,175,000 common shares issued at $0.20 per share )
    1,175,000       117       234,883               -       235,000  
                                                 
Issuance of common shares in October 2007 for services
                                               
(250,000 common shares issued at $0.51 per share )
    250,000       25       127,475               -       127,500  
                                                 
Issuance of common shares in November 2007 for cash
                                               
(1,180,000 common shares issued at $0.20 per share )
    1,180,000       118       235,882               -       236,000  
                                                 
Stock issuance cost
    -       -       (2,160 )             -       (2,160 )
                                                 
Net Loss for the year ended December 31, 2007
    -       -       -               (847,706 )     (847,706 )
                                                 
Balance at December 31, 2007
    131,706,777       13,170       2,181,958