NewHydrogen, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - NewHydrogen, Inc.	ex321.htm
EX-31.1 - EXHIBIT 31.1 - NewHydrogen, Inc.	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011

¨ 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, CA 91387

(Address of principal executive offices) (Zip Code)

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

WITH COPIES TO:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Flr.

New York, New York 10006

(212) 930-9700

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 o

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 o No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	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 o No x

The number of shares of registrant’s common stock outstanding, as of May 11, 2011 was 160,836,342.

BIOSLAR, INC.

INDEX

PART I: FINANCIAL INFORMATION
ITEM 1:	FINANCIAL STATEMENTS (Unaudited)	3
	Balance Sheets	3
	Statements of Operations	4
	Statement of Shareholders' Equity	5
	Statements of Cash Flows	6
	Notes to the Financial Statements	7
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3 :	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4:	CONTROLS AND PROCEDURES	12
PART II: OTHER INFORMATION
Item 1	LEGAL PROCEEDINGS	13
ITEM 1A :	RISK FACTORS	13
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4	REMOVED AND RESERVED	13
ITEM 5	OTHER INFORMATION	13
ITEM 6:	EXHIBITS	13
SIGNATURES		14

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSOLAR, INC.

(A Development Stage Company)

BALANCE SHEETS



	March 31, 2011			December 31, 2010
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	233,992		$	44,318
Prepaid expenses		49,900			12,349

TOTAL CURRENT ASSETS		283,892			56,667

PROPERTY AND EQUIPMENT
Machinery and equipment		76,281			76,281
Computer		2,928			2,928
		79,209			79,209
Less accumulated depreciation		(20,634	)		(18,639	)

NET PROPERTY AND EQUIPMENT		58,575			60,570

OTHER ASSETS
Patents, net of amortization of $40		121,919			121,919
Deposit		770			770

TOTAL OTHER ASSETS		122,689			122,689

TOTAL ASSETS	$	465,156		$	239,926



LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
Accounts payable	$	16,539		$	5,506

TOTAL CURRENT LIABILITIES		16,539			5,506

SHAREHOLDER'S EQUITY
Common stock, $0.0001 par value;
500,000,000 authorized common shares
160,836,342 and 155,233,443 shares issued and outstanding, respectively		16,082			15,523
Additional paid in capital		4,278,244			3,852,604
Deficit accumulated during the development stage		(3,845,709	)		(3,633,707	)

TOTAL SHAREHOLDER'S EQUITY		448,617			234,420

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	$	465,156		$	239,926

The accompanying notes are an integral part of these financial statements 

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)



							From Inception
							April 24, 2006
	Three Months Ended						through
	March 31, 2011			March 31, 2010			March 31, 2011

REVENUE	$	-		$	-		$	-

OPERATING EXPENSES
General and administrative expenses		195,790			152,688			3,199,764
Research and development		13,187			41,016			708,005
Depreciation and amortization		1,996			1,950			20,675

TOTAL OPERATING EXPENSES		210,973			195,654			3,928,444

LOSS FROM OPERATIONS BEFORE OTHER INCOME		(210,973	)		(195,654	)		(3,928,444	)

TOTAL OTHER INCOME/(EXPENSES)
Interest income		-			338			87,144
Interest expense		(229	)		-			(229	)
Penalties		-			-			(180	)

TOTAL OTHER INCOME/(EXPENSES)		(229	)		338			86,735

LOSS BEFORE PROVISION FOR TAXES		(211,202	)		(195,316	)		(3,841,709	)

Income taxes		(800	)		(800	)		(4,000	)

NET LOSS	$	(212,002	)	$	(196,116	)	$	(3,845,709	)


BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		157,056,474			147,766,777

The accompanying notes are an integral part of these financial statements 

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF SHAREHOLDERS’ EQUITY

							Deficit
							Accumulated
					Additional		during the
	Common stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Balance at December 31, 2010		155,233,443	$	15,523	$	3,852,604	$	(3,633,707	)	$	234,420

Issuance of common shares in January 2011 for cash (unaudited)
(869,565 common shares issued at a price of $0.0575 per share)		869,565		86		49,914		-			50,000

Issuance of common shares in February 2011 for cash (unaudited)
(2,000,000 common shares issued at a price of $0.075 per share)		2,000,000		200		149,800		-			150,000

Issuance of common shares in March 2011 for cash (unaudited)
(2,733,334 common shares issued at a price of $0.075 per share)		2,733,334		273		204,727		-			205,000

Stock compensation cost (unaudited)		-		-		21,199		-			21,199

Net loss for the three months ended March 31, 2011 (unaudited)		-		-		-		(212,002	)		(212,002	)

Balance at March 31, 2011 (unaudited)		160,836,342	$	16,082	$	4,278,244	$	(3,845,709	)	$	448,617

The accompanying notes are an integral part of these financial statements 

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From Inception
							April 24, 2006
	Three Months Ended						through
	March 31, 2011			March 31, 2010			March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(212,002	)	$	(196,116	)	$	(3,845,709	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation expense		1,995			1,950			20,674
Stock option cost		21,199			-			21,199
Issuance of stock for services		-			-			325,260
Changes in Assets and Liabilities
(Increase) Decrease in:
Inventory		-			(7,230	)		-
Prepaid expenses		(37,551	)		(16,628	)		(49,900	)
Deposits		-			-			(770	)
Increase (Decrease) in:
Accounts payable		11,033			8,640			16,539
Accrued expenses		-			(750	)		-
Credit card payable		-			-			-

NET CASH USED IN OPERATING ACTIVITIES		(215,326	)		(210,134	)		(3,512,707	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			(1,638	)		(79,209	)
Patent expenditures		-			(6,525	)		(121,959	)
Proceeds from /(investments in) certificate of deposits		-			(180	)		-

NET CASH USED IN INVESTING ACTIVITIES		-			(8,343	)		(201,168	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subcription payable		-			-			203,000
Proceeds from issuance of common stock		405,000			-			3,744,867

NET CASH PROVIDED IN FINANCING ACTIVITIES		405,000			-			3,947,867

NET INCREASE/(DECREASE) IN CASH		189,674			(218,477	)		233,992

CASH, BEGINNING OF YEAR		44,318			289,229			-

CASH, END OF YEAR		233,992			70,752			233,992

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	229		$	-		$	229
Taxes paid	$	800		$	800		$	4,000

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
Common stock issued for prepaid services	$	-		$	-		$	5,867

The accompanying notes are an integral part of these financial statements 

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

March 31, 2011

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2010.

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception. It is Management's plan to generate additional working capital from investors, and then continue to pursue its business plan and purposes.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Development Stage Activities and Operations

The Company is in its initial stages of formation and has insignificant revenues. A development stage activity is one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

Revenue Recognition

The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has had no revenues and is in the development stage.

Cash and Cash Equivalent

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

Investments

Certificate of Deposits with banking institutions are short-term investments with initial maturities of more than 90 days. The carrying amount of these investments is a reasonable estimate of fair value due to their short-term nature.

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

March 31, 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per Share Calculations

Loss per Share calculates basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2011 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Recently Issued Accounting Pronouncements

Management reviewed accounting pronouncements issued during the three months ended March 31, 2011, and no pronouncements were adopted during the period.

3.	CAPITAL STOCK

During the three months ended March 31, 2011, the Company issued 869,565 shares of common stock at a price of $0.0575 per share for cash of $50,000, with warrants attached to purchase 1,739,130 shares of common stock; issued 4,733,334 shares of common stock at a price of $0.075 per share for cash of $355,000, with warrants attached to purchase 2,666,668 shares of common stock.

4. STOCK OPTIONS AND WARRANTS

On March 24, 2011, the Board of Directors of the Company granted non-qualified stock options for 7,100,000 shares of common stock to its employees, directors and consultants, agreements may provide. Notwithstanding any other provisions of the Option agreement, each Option expires on the date specified in the Option agreement, which date shall not be later than the fifth (5th) anniversary from the grant date of the options. The stock options vests at various times, and are exercisable for a period of five years from the date of grant at an exercise price of $0.135 per share, the market value of the Company’s common stock on the date of grant.

	3/31/2011			2008
Risk free interest rate		2.14	%		0.00	%
Stock volatility factor		1	%		0	%
Weighted average expected option life	5 years				0
Expected dividend yield	None				0

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

March 31, 2011

4. STOCK OPTIONS AND WARRANTS

A summary of the Company’s stock option activity and related information follows:

	3/31/2011
			Weighted
	Number		average
	of		exercise
	Options		price
Outstanding, beginning of period		-	$	-
Granted		7,100,000		0.135
Exercised		-		-
Expired		-		-
Outstanding, end of period		7,100,000	$	0.135
Exercisable at the end of period		202,083	$	0.10
Weighted average fair value of
options granted during the period			$	0.135

The weighted average remaining contractual life of options outstanding as of March 31, 2011 was as follows:

			Weighted	Weighted	Weighted
			Average	Average	Average
	Stock	Stock	Remaining	Exercise Price	Exercise Price
Exercisable	Options	Options	Contractual	of Options	of Options
Prices	Outstanding	Exercisable	Life (years)	Outstanding	Exercisable
$ 0.135	7,100,000	202,083	4.99

The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2011, related to the granting of these options is $21,199.

Warrants

During the three months ended March 31, 2011, the Company offered investors through a private placement, warrants to purchase 4,405,798 shares of common stock exercisable at a price between $0.0575 and $0.0750 per share within five years from the date of grant.

5. SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no subsequent events to be reported.

I TEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note on Forward-Looking Statements.

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

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 PV 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 PV solar module 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.

Application of Critical Accounting Policies

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

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectibility of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Fair Value of Financial Instruments

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

Recently Issued Accounting Pronouncements

Management reviewed accounting pronouncements issued during the nine months ended September 30, 2010, and no pronouncements were adopted during the period.

RESULTS OF OPERATIONS – THREE MONTHS ENDED MARCH 31, 2011 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2010.

OPERATING EXPENSES

General and Administrative Expenses

General and administrative (“G&A”) expenses increased by $43,102 to $195,790 for the three months ended March 31, 2011, compared to $152,688 for the prior period March 31, 2010. This increase in G&A expenses was the result of an increase in marketing fees to promote the Company.

Research and Development

Research and Development (“R&D”) expenses decreased by $(27,829) to $13,187 for the three months ended March 31, 2011, compared to $41,016 for the prior period March 31, 2010. This overall decrease in R&D expenses was the result of a decrease in outside services by corporations for testing the product, and a decrease in materials and supplies to produce samples.

Net Loss

Our Net Loss increased by $(15,886) to $(212,002) for the three months ended March 31, 2011, compared to $(196,116) for the prior period March 31, 2010. The increase in Net Loss was due to an increase in G&A expenses. Currently the Company is in its development stage and had no revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2011, we had $267,353 of working capital as compared to $51,161 for the year ended December 31, 2010. This increase of $216,192 was due primarily to equity financing.

During the three months ended March 31, 2011, the Company used $(215,326) of cash for operating activities, as compared to $(210,134) for the prior period March 31, 2010. The increase of $(5,192) in the use of cash for operating activities was primarily due to an increase in net loss of $(15,886), an increase in accounts payable for $3,143, a decrease in inventory of $7,230, and an increase in prepaid expenses of $(20,923). Also, an increase in non-cash stock option cost for $21,199.

Cash used in investing activities for the three months ended March 31, 2011 was $0, as compared to cash used of $(8,343) for the prior period March 31, 2010. The overall net change of $8,343 in investing activities was primarily due to a decrease in the purchase of equipment and patent expenditures..

Cash provided from financing activities was $405,000 for the three months ended March 31, 2011, as compared to $0 for the prior period March 31, 2010. Our capital needs have primarily been met from the proceeds of private placements, as we are currently in the development stage and had no revenues.

Our financial statements as of March 31, 2011 have been prepared under the assumption that we will continue as a going concern from inception (April 24, 2006) through March 31, 2011. Our independent registered public accounting firm has issued their report dated March 21, 2011 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 modules.

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 modules, 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 three 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 six months, we may be forced to reduce the size of our organization, which could have a material adverse impact on, or cause us to curtail and/or cease the development of our products.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

n/a

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Registrant’s Form 10-K filed on March 24, 2010.

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

During the period covered by this report, the Company sold units comprised of common stock with warrants attached for total proceeds of $405,000.

The Company relied on an exemption pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended in connection with the sale and issuances of its shares of common stock described above.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit No.		Description

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

3.2		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).

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 11, 2011.

	BIOSOLAR

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

NewHydrogen, Inc. - FORM 10-Q - May 11, 2011

Attached files

NewHydrogen, Inc. Reports