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EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF HYPERSOLAR, INC., FURNISHED PURSUANT TO SECTION 1350 OF CHAPTER 63 OF 18 U.S.C. AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - Hypersolar, Inc.f10q0913ex32i_hypersolarinc.htm
EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF HYPERSOLAR, INC., PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Hypersolar, Inc.f10q0913ex31i_hypersolarinc.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q
 
(Mark One)
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013
 
OR
 
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
 
COMMISSION FILE NUMBER: 000-54437
 
HYPERSOLAR, INC.
 
(Exact name of registrant as specified in its charter)
 
Nevada
 
26-4298300
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
510 Castillo St., Suite 304
Santa Barbara, California 93101
 
(Address of principal executive offices) (Zip Code)

 
Registrant’s telephone number, including area code: (805) 966-6566

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  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 definition 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
(Do not check if a 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 Act. Yes  o No   x

There were 248,123,318 shares of the registrant's common stock, par value $0.001, issued and outstanding as of November 11, 2013.
 


 
 
 
 
 
HYPERSOLAR, INC. 
INDEX
 
PART I: FINANCIAL INFORMATION
 PAGE
ITEM 1:
 
FINANCIAL STATEMENTS (Unaudited)
 
   
Balance Sheets
F-2
   
Statements of Operations
F-3
   
Statement of Stockholder’s Deficit
F-4
   
Statements of Cash Flows
F-5
   
Notes to financial statements
F-6 - F-11
ITEM 2:
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2
ITEM 3:
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5
ITEM 4:
 
CONTROLS AND PROCEDURES
5
PART II: OTHER INFORMATION
 
ITEM 1
 
LEGAL PROCEEDINGS
6
ITEM 1A :
 
RISK FACTORS
6
ITEM 2:
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
6
ITEM 3:
 
DEFAULTS UPON SENIOR SECURITIES
6
ITEM 4:
 
MINE SAFETY DISCLOSURES
6
ITEM 5:
 
OTHER INFORMATION
6
ITEM 6:
 
EXHIBITS
6
SIGNATURES:
7
 
 
 

 
 
PART I.  Financial Information
 
HYPERSOLAR, INC.
(A Development Stage Company)
BALANCE SHEETS
 
   
September 30, 2013
   
June 30, 2013
 
   
(unaudited)
       
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 23,375     $ 15,937  
Prepaid expenses and other current assets
    34,212       11,855  
                 
TOTAL CURRENT ASSETS
    57,587       27,792  
                 
PROPERTY & EQUIPMENT
               
Computers and peripherals
    6,218       4,198  
Less: accumulated depreciation
    (3,974 )     (3,965 )
                 
NET PROPERTY AND EQUIPMENT
    2,244       233  
                 
                 
OTHER ASSETS
               
Deposits
    925       925  
Domain, net of amortization $1,831 and $1,742, respectively
    3,484       3,573  
Patents
    16,676       16,676  
                 
TOTAL OTHER ASSETS
    21,085       21,174  
                 
TOTAL ASSETS
  $ 80,916     $ 49,199  
                 
                 
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 163,375     $ 121,240  
Accrued expenses
    200,061       130,205  
Derivative liability
    2,017,799       536,640  
Convertible promissory notes, net of debt discount of $177,076 and $192,254, respectively
    275,265       178,087  
                 
TOTAL CURRENT LIABILITIES
    2,656,500       966,172  
                 
SHAREHOLDERS' DEFICIT
               
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares
    -       -  
Common Stock, $0.001 par value; 500,000,000 authorized common shares 225,745,582 and 194,263,571 shares issued and outstanding, respectively
    225,745       194,263  
Additional Paid in Capital
    2,502,445       2,532,032  
Deficit Accumulated during the Development Stage
    (5,303,774 )     (3,643,268 )
                 
TOTAL SHAREHOLDERS' DEFICIT
    (2,575,584 )     (916,973 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
  $ 80,916     $ 49,199  
 
The accompanying notes are an integral part of these financial statements
 
 
F-2

 
 
HYPERSOLAR, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
 
               
From Inception on
 
               
February 18, 2009
 
   
For the Three Months Ended
   
through
 
   
September 30, 2013
   
September 30, 2012
   
September 30, 2013
 
                   
REVENUE
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
General and administrative expenses
    125,276       151,082       2,612,008  
Research and development cost
    26,947       47,993       621,352  
Depreciation and amortization
    98       438       5,805  
                         
TOTAL OPERATING EXPENSES
    152,321       199,513       3,239,165  
                         
LOSS FROM OPERATIONS BEFORE  OTHER EXPENSES
    (152,321 )     (199,513 )     (3,239,165 )
                         
OTHER INCOME/(EXPENSES)
                       
Impairment of intangible asset
    -       -       (14,727 )
Gain on forgiveness of debt
    -       10,000       10,000  
Gain on settlement of debt
    78       -       97,182  
Loss on change in derivative liability
    (1,400,091 )     -       (1,750,775 )
Penalties
    -       -       (157 )
Interest expense
    (108,172 )     (22,010 )     (406,132 )
                         
TOTAL OTHER INCOME/(EXPENSES)
    (1,508,185 )     (12,010 )     (2,064,609 )
                         
NET LOSS
  $ (1,660,506 )   $ (211,523 )   $ (5,303,774 )
                         
                         
BASIC AND DILUTED LOSS PER SHARE
  $ (0.01 )   $ (0.00 )        
                         
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED
    199,722,588       166,164,770          
 
The accompanying notes are an integral part of these financial statements
 
 
F-3

 
 
HYPERSOLAR, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIT
(Unaudited)
 
                                 
Deficit
       
                                 
Accumulated
       
                           
Additional
   
during the
       
   
Preferred stock
   
Common stock
   
Paid-in
   
Development
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                                           
Balance at June 30, 2013
    -     $ -       194,263,571     $ 194,263     $ 2,532,032     $ (3,643,268 )   $ (916,973 )
                                                         
Issuance of common stock for cashless exercise of warrants at fair value
    -       -       31,211,395       31,211       (31,211 )     -       -  
                                                         
Issuance of common stock for conversion of debt price per share at $0.002
    -       -       270,616       271       1,624       -       1,895  
                                                         
Net loss for the three months ended September 30, 2013
    -       -       -       -       -       (1,660,506 )     (1,660,506 )
                                                         
Balance at September 30, 2013
    -     $ -       225,745,582     $ 225,745     $ 2,502,445     $ (5,303,774 )   $ (2,575,584 )
 
The accompanying notes are an integral part of these financial statements
 
 
F-4

 
 
HYPERSOLAR, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
 
               
From Inception on
 
                 February  
               
18, 2009
 
   
Three Months Ended
   
through
 
   
September 30, 2013
   
September 30, 2012
   
September 30, 2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (1,660,506 )   $ (211,523 )   $ (5,303,774 )
Adjustment to reconcile net loss to net cash used in operating activities
                       
Depreciation & amortization expense
    98       438       5,805  
Common stock issued for services and accounts payable
    -       10,000       276,794  
Common stock compensation
    -       -       44,669  
Impairment of intangible asset
    -       (10,000 )     14,727  
Forgiveness of debt
    -       -       (10,000 )
Loss on change in derivative liability
    1,400,090       -       1,750,774  
Amortization of debt discount recorded as interest expense
    97,678       20,475       371,893  
Net gain on settlement and exchange of debt
    (78 )     -       (97,182 )
  Change in Assets and Liabilities:
                       
(Increase) Decrease in:
                       
Prepaid expenses and other current assets
    (22,356 )     (3,790 )     (34,210 )
Deposits
    -       545       (925 )
Increase (Decrease) in:
                       
Accounts payable
    42,135       50,402       237,375  
Accrued expenses
    69,897       22,930       210,236  
                         
NET CASH USED IN OPERATING ACTIVITIES
    (73,042 )     (120,523 )     (2,533,818 )
                         
NET CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of fixed assets
    (2,020 )     -       (6,218 )
Purchase of intangible assets
    -       -       (36,718 )
                         
NET CASH USED IN INVESTING ACTIVITIES
    (2,020 )     -       (42,936 )
                         
NET CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from notes payable, other
    -       68,500       309,053  
Proceeds from convertible notes payable
    82,500       -       370,000  
Payment of notes payable, other
    -       -       (187,053 )
Proceeds from issuance of common stock
    -       44,980       2,108,129  
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    82,500       113,480       2,600,129  
                         
NET INCREASE/(DECREASE) IN CASH
    7,438       (7,043 )     23,375  
                         
CASH, BEGINNING OF YEAR
    15,937       14,554       -  
                         
CASH, END OF PERIOD
  $ 23,375     $ 7,511     $ 23,375  
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                       
Interest paid
  $ -     $ -     $ 3,595  
Taxes paid
  $ -     $ -     $ -  
 
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
During the three months ended September 30, 2013, the Company issued 31,211,395 shares of common stock for 39,522,088 purchase warrants through a cashless exercise. Also, the Company converted a convertible promissory note for a principal amount of $500, plus interest of $41, and recognized a gain of $78, plus the write-off to additional-paid-in-capital for the portion attributable to the derivative liability of $1,432 associated with the principal and interest converted. During the period ended September 30, 2012, the Company issued 2,000,000 shares of common stock for 3,333,334 purchase warrants through a cashless exercise.
 
The accompanying notes are an integral part of these financial statements
 
 
F-5

 
 
HYPERSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

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 September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending June 30, 2014.  For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended June 30, 2013.

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 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 historically obtained funds from its shareholders since its inception. It is management's plan to generate additional working capital from the issuance and sale of its securities to enable to the Company to pursue its business plan and purposes. There can be no assurance that the Company will be able to continue to raise the capital necessary for it to continue to operate.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of HyperSolar, 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 has been in its initial stages of formation and for the period ended September 30, 2013, had no revenues. A development stage activity as 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 recognizes 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.
 
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements.  Significant estimates made in preparing these financial statements include the estimate of useful lives of intangible assets, and the deferred tax valuation allowance. Actual results could differ from those estimates.

Fair Value of Financial Instruments
Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2013, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities.

We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

 
F-6

 
 
HYPERSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

 
·
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
 
·
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
·
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2013:

   
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
                         
Assets
  $ -     $ -     $ -     $ -  
                                 
Total assets measured at fair value
  $ -     $ -     $ -     $ -  
                                 
Liabilities
                               
                                 
Derivative liability
    2,017,799       -       -       2,017,799  
Convertible notes, net of discount
    275,265       -       -       275,265  
Total liabilities measured at fair value
  $ 2,293,064     $ -     $ -     $ 2,293,064  
 
Loss per Share Calculations
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are 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. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended September 30, 2013, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 30,316,674 warrants for the three months ended September 30, 2013.

       Stock based Compensation
Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. The Company will be required to follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option.

 
Recently issued pronouncements
 
Management reviewed accounting pronouncements issued during the three months ended September 30, 2013, and no pronouncements were adopted.

3.
CAPITAL STOCK
 
 
 
During the three months ended September 30, 2013, the Company issued 31,211,395 shares of common stock through a cashless exercise of 39,522,088 purchase warrants at a fair value of $0.002 per share; issued 270,616 shares of common stock for $500 in principal for partial conversion of a convertible note, plus $41 in accrued interest. The Company recognized a gain of $78, plus the write-off to additional-paid-in-capital for the portion attributable to the derivative liability of $1,432 associated with the principal and interest converted on partial conversion of the note.
 
 
F-7

 

HYPERSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

4.
STOCK OPTIONS

The Board of Directors of the Company granted 250,000 non-qualified stock options common stock to a contractor, which are outstanding as of September 30, 2013. Each option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective 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 are fully vested and are exercisable for a period of five years from the date of grant at an exercise price $0.05 per share.

 
9/30/2013
Risk free interest rate
0.12%
Stock volatility factor
132%
Weighted average expected option life
5 years
Expected dividend yield
None
 
A summary of the Company’s stock option activity and related information follows:
 
   
9/30/2013
 
         
Weighted
 
   
Number
   
average
 
   
of
   
exercise
 
   
Options
   
price
 
Outstanding, beginning of year
    250,000     $ 0.04  
Granted
    -       -  
Exercised
    -       -  
Forfeited/Expired
    -       -  
Outstanding, end of period
    250,000     $ 0.04  
Exercisable at the end of period
    250,000     $ 0.04  
Weighted average fair value of options granted during the period
          $ -  
 
Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the statements of operations during the period ended September 30, 2013, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of September 30, 2013 based on the grant date fair value estimated, and compensation expense for the stock-based payment awards granted subsequent to September 30, 2013, based on the grant date fair value estimated. We account for forfeitures as they occur, and no options were forfeited during the three months ended September 30, 2013. There was no stock-based compensation expense recognized in the statement of income during the three months ended September 30, 2013.

Warrants

During the three months ended September 30, 2013, the Company issued 31,211,395 shares of common stock through a cashless exercise of 39,522,088 purchase warrants. As of  September 30, 2013, the Company had 30,316,674 outstanding purchase warrants.

5.    CONVERTIBLE PROMISSORY NOTES

On October 19, 2012, the Company received funds of $12,500 in consideration for issuance of a note in the principal amount of $12,500 pursuant to a securities purchase agreement entered into for the sale of a 10% convertible promissory note in the principal amount of up to $75,000. On March 7, 2013, an additional $10,000 was advanced to the Company on the note for an aggregate principal amount of $22,500, of which $12,500 in principal and $625 in interest were converted on May 31, 2013 into 3,917,910 shares of common stock of the Company. The Company recognized a loss on conversion of $20,178. As of September 30, 2013, $10,000 in principal remains due on the convertible note. The remaining principal is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.0035 per share or fifty percent (50%) of the lowest trade price recorded on any trade day after the effective date. The note matures one (1) year from the effective date of each respective advance. The Company recorded debt discount of $22,500 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $18,171, with a remaining net debt discount of $4,329 at September 30, 2013.

 
F-8

 

HYPERSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

5.     CONVERTIBLE PROMISSORY NOTES (Continued)

On October 19, 2012, the Company received funds of $12,500 in consideration for issuance of a note in the principal amount of $12,500 pursuant a securities purchase agreement entered into for the sale of a 10% convertible promissory note in the principal amount of up to $75,000. On March 7, 2013, an additional $10,000 was advanced to the Company for a total aggregate principal amount of $22,500 as of September 30, 2013. The note for the principal amount of $12,500 is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trade price of the previous 25 trading days. The note for the principal amount of $10,000 received during the period is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.0035 or 50% of the lowest trade price recorded on any trade day after the effective date. The notes mature one (1) year from the effective date of each respective advance. The Company recorded debt discount of $22,500 related to the conversion feature of the notes, along with derivative liabilities at inception. As of the September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $17,521, with a remaining net debt discount of $4,979 at September 30, 2013.

On October 29, 2012, the Company received funds of $40,000 pursuant to a securities purchase agreement entered into for the sale of a 10% convertible promissory note in the aggregate principal amount of up to $100,000. The Company received additional advances in the amount of $50,000 on various dates in 2013 for a total aggregate principal sum of $90,000. On August 23, 2013, principal in the amount of $500, plus interest of $41 was converted into 270,616 shares of common stock at a fair of $0.002 per share. As of September 30, 2013, a principal sum of $89,500 remains due. The notes are convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price of the previous 25 trading days. The notes mature one (1) year from the effective dates of each respective advance. The Company recorded debt discount of $90,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $56,753, with a remaining net debt discount of $33,247 at September 30, 2013.

On April 23, 2013, the Company entered into a securities purchase agreement for the sale of an 8% convertible promissory note in the aggregate principal amount of up to $32,500, for consideration of $32,500. The note matures on January 17, 2014. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of 58% multiplied by the market price, representing a discount of 42%. The market price is defined to mean the average of the lowest three (3) trading prices for the common stock during a ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount of $32,500 related to the conversion feature of the note, along with a derivative liability at inception. As of September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $19,331, with a remaining net debt discount of $13,169 at September 30, 2013.

On May 9, 2013, the Company entered into a securities purchase agreement for the sale of a 10% convertible promissory note entered into for the extinguishment of a previous note in the aggregate principal amount of $127,841. The note is convertible into shares of common stock of the Company at a price equal to the lesser of $0.009 or 50% of the lowest trade price after the effective date. The note matures on November 5, 2013. As of September 30, 2013, the debt discount amortized, and recorded as interest expense is $17,724, with a remaining net debt discount of $4,431 at September 30, 2013.
 
On May 21, 2013, the Company entered into a securities purchase agreement for the sale of an 8% convertible promissory note in the aggregate principal amount of $32,500, for consideration of $32,500. The note matures on February 17, 2014. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of 58% multiplied by the market price representing a discount of 42%. The market price is defined to mean the average of the lowest three (3) trading prices for the common stock during a ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount of $32,477 related to the conversion feature of the note, along with a derivative liability at inception. As of September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $15,761, with a remaining net debt discount of $16,716 at September 30, 2013.

On June 3, 2013, the Company issued a 10% convertible promissory note in the aggregate principal amount of $55,000, for payment of an account payable. On June 4, 2013, the note was assigned to another lender. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of a) $0.0085 per share, b) fifty percent (50%) of the lowest trading price of the common stock recorded on any trade day after the effective date or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock, or adjustments. The note matures one (1) year from the effective date. The Company recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. As of September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $17,781, with a remaining net debt discount of $37,219 at September 30, 2013.
 
On July 29, 2013, the Company received funds of $42,500 pursuant to a securities purchase agreement providing for the sale of an 8% convertible promissory note in the aggregate principal amount of up to $42,500. The note is convertible into shares of common stock of the Company at a price equal to 58% times the average of the lowest three trading prices for the common stock during the ten days prior to the conversion. The note matures on April 11, 2014. The Company recorded debt discount of $42,500 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $10,459, with a remaining net debt discount of $32,041 at September 30, 2013.
 
 
F-9

 
 
HYPERSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013
 
5.     CONVERTIBLE PROMISSORY NOTES (Continued)

On August 9, 2013, the Company received funds of $15,000 pursuant to a securities purchase agreement entered into for the sale of a 10% convertible promissory note in the aggregate principal amount of up to $100,000. The Company received an additional $25,000 on August 27, 2013 for a total aggregate principal sum of $40,000. The notes are convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of a) $0.0048 per share; b) fifty percent (50%) of the lowest trading price after the effective date of each respective advance or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of each respective advance. The notes mature six (6) months from the effective dates of each respective advance. The Company recorded debt discount of $40,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the cumulative debt discount amortized, and recorded as interest expense is $9,056, with a remaining net debt discount of $30,944 at September 30, 2013.

ASC Topic 815 provides guidance applicable to convertible debt issued by the Company in instances where the number into which the debt can be converted is not fixed.  For example, when a convertible debt converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that the embedded conversion option of the convertible debt be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives under accounting standards, the Company recorded a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the embedded derivative. The discount is amortized over the life of the convertible debt, and the derivative liability is adjusted periodically according to stock price fluctuations. At the time of conversion, any remaining derivative liability will be charged to additional paid-in capital.

For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows:
 
Stock price on the valuation dates
  $ 0.0080 - $0.02  
Conversion price for the debt
  $ 0.002 - $0.0116  
Dividend yield
    0.00 %
Years to Maturity
 
6 months -1 year
 
Risk free rate
    .03% - .18 %
Expected volatility
    51.13% - 283.73 %
 
The value of the derivative liability at September 30, 2013 was $2,017,799.

6.     SUBSEQUENT EVENTS

 
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC Topic 855.

 
On September 13, 2013, the Company entered into a securities purchase agreement for the sale of an 8% convertible promissory note in the aggregate principal amount of $42,500, which funded on October 2, 2013. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of 58% multiplied by the market price representing a discount of 42%. The market price means the average of the lowest three (3) trading prices for the common stock during a ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

 
On October 1, 2013, the Company issued 6,844,178 shares of common stock upon conversion of a convertible note for the principal amount of $12,500, plus interest of $1,188 at a fair value of $0.002 per share.

 
On October 2, 2013, the Company issued 7,511,301 shares of common stock upon conversion of a convertible note for the principal amount of $14,450, plus interest of $572 at a fair value of $0.002 per share.

 
On October 2, 2013, the Company received an additional advance in the amount of $10,000 in consideration for issuance of a securities purchase agreement entered into on March 7, 2013, for the sale of a of a 10% convertible promissory note in the aggregate principal amount of up to $75,000. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of a) $0.0035 per share; b) fifty percent (50%) of the lowest trading price after the effective date of each respective advance or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of each respective advance. The notes mature one (1) year from the effective dates of each respective advance.
 
 
F-10

 
 
HYPERSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013
 
6.     SUBSEQUENT EVENTS (Continued)

 
On October 3, 2013 and October 11, 2013, the Company received an additional advances in the amount of $24,000 pursuant to a securities purchase agreement entered into on August 9, 2013, for the sale of a of a 10% convertible promissory note in the aggregate principal amount of up to $100,000. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of a) $0.0048 per share; b) fifty percent (50%) of the lowest trading price after the effective date of each respective advance or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of each respective advance. The notes mature six (6) months from the effective dates of each respective advance.

 
On October 24, 2013, the Company issued 2,941,176 shares of common stock upon conversion of a convertible note for the principal amount of $15,000 at a fair value of $0.0051 per share.

 
On November 7, 2013, the Company issued 5,081,081 shares of common stock upon conversion of a convertible note for the principal amount of $17,500, plus interest of $1,300 at a fair value of $0.0037 per share.


 
F-11

 
 
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Cautionary Statement Regarding Forward-Looking Statements
 
The information in this discussion may contain forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Unless the context otherwise requires, references in this Form 10-Q to “we,” “us,” “our,” or the “Company” refer to Hypersolar, Inc. Forward-looking statements in this Report may also include references to anticipated sales volume and product margins, efforts aimed at establishing new or improving existing relationships with customers, other business development activities, anticipated financial performance, business prospects and similar matters. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in other reports or registration statements filed with the United States Securities and Exchange Commission. These factors may cause our actual results to differ materially from any forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements.

Overview

Inspired by the photosynthetic process that plants use to harness the power of the sun to create energy molecules, Hypersolar, Inc. we are developing a novel solar-powered nanoparticle system that mimics photosynthesis to separate hydrogen from water.  On November 15, 2011, we filed a patent application to protect the intellectual property rights to the production of renewable hydrogen and natural gas using sunlight, water, and carbon dioxide.  
 
Hydrogen is the lightest and abundant chemical element, constituting roughly 75% of the universe's chemical elemental mass (Palmer, D. (13 September 1997). "Hydrogen in the Universe".NASA). However, naturally occurring elemental hydrogen is relatively rare on earth and hydrogen gas is most often produced using fossil fuels. Industrial production is mainly from the steam reforming of natural gas and is usually employed near its production site, with the two largest uses being crude oil processing (hydrocracking) and ammonia production, mostly for the fertilizer market.  We are developing what we believe is a cleaner and greener way to produce this high value product.
 
In addition to the many industrial uses of hydrogen, one of the most intriguing uses, is for fuel cells for transportation. A fuel cell is a device that converts the chemical energy from a fuel into electricity through a chemical reaction with oxygen or another oxidizing agent, using hydrogen as the most common fuel. Although there are currently no fuel cell vehicles available for commercial sale, carmakers are hopeful that hydrogen fuel cells and infrastructure technologies will be developed in the future. (http://world.honda.com/FuelCell/)

Market Opportunity

Hydrogen has number of applications from chemical processing, petroleum recovery and refining, metal production and fabrication, aerospace, and fuel cells. The sectors with the greatest demand for hydrogen are petroleum refineries for hydrocracking and ammonia production for fertilizer. Transportation fuel is an emerging sector which we believe has an enormous potential in the future.  We believe fuel cell technology will be the major growth driver of hydrogen in the future as many major automobile manufacturers such as Honda and Nissan bring hydrogen powered cars to market.

Hydrogen production is a large and growing industry Market size of global hydrogen production was estimated to be 53 million metric tons in 2010, of which 12% was shared by merchant hydrogen and rest with captive production (Markets and Markets Research; Hydrogen Generation Market).  With decreasing sulfur level in petroleum products, lowering crude oil quality and rising demand of hydrogen operated fuel cell applications, global hydrogen production volume is forecasted to grow by compound annual growth rate of 5.6% from 2011 to 2016. The hydrogen production market in terms of value was estimated to be approximately $82 billion in 2011.  (Markets and Markets Research; Hydrogen Generation Market)
 
 
2

 
 
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.
 
Revenue Recognition

Revenue on product sales is recognized when persuasive evidence of an arrangement exists, such as when a purchase order or contract is received from the customer, the selling price is fixed, title to the goods has changed and there is a reasonable assurance of collection of the sales proceeds.  We obtain written purchase authorizations from our customers for a specified amount of product at a specified price and consider delivery to have occurred at the time of shipment.  Revenue is recognized at shipment and we record a reserve for estimated sales returns, which is reflected as a reduction of revenue at the time of revenue recognition. 

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, Black Scholes valuation model inputs, 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

The Company's cash, accounts payable, accrued interest, and note payable are stated at cost which approximates fair value due to the short-term nature of these instruments.

Recently Adopted Accounting Pronouncements

Management reviewed accounting pronouncements issued during the three months ended September 30, 2013, and no pronouncements were adopted.
 
Liquidity and Capital Resources
 
As of September 30, 2013, we had a working capital deficit of $2,598,913 as compared to $938,380 as of June 30, 2013. This increase in working capital deficit of $1,660,533 was due primarily to an increase in accounts payable, accrued expense, derivative liability and convertible notes.

 
3

 

Cash flow used in operating activities was $73,042 for the three months ended September 30, 2013 and $120,523 for the prior period ended September 30, 2012. The decrease in cash used by operating activities was primarily due to a decrease in deposits, and accounts payable, with an increase in accrued expenses, loss on derivative liability, amortization of debt discount, and settlement on debt.  The Company is in its development stage and has had no revenues.

Cash used in investing activities for the three month ended September 30, 2013 was $2,020, compared to $0 for the prior period ended September 30, 2012. The increase was due to the purchase of a small office asset for the current period.

Cash provided by financing activities during the three months ended September 30, 2013 was $82,500 and $113,480 for the prior period ended September 30, 2012. The decrease in financing activities was due to less equity financing through private placements during the current period.
 
Our financial statements as of September 30, 2013 have been prepared under the assumption that we will continue as a going concern from inception (February 18, 2009) through September 30, 2013. Our independent registered public accounting firm have issued their report dated September 27, 2013 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.
 
We believe our current cash balance as of November 11, 2013 will fund our operations for the next thirty days as we continue working to develop a prototype of our technology. As a result of our inability to raise sufficient financing in the third fiscal quarter, the CEO and certain vendors have not been fully compensated for their services. We are seeking further financing through the sales of our securities. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing will be available in amounts and on terms acceptable to us, or at all. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. If we are unable to obtain additional financing, we may be forced to curtail our operations.
 
PLAN OF OPERATION AND FINANCING NEEDS

Our plan of operation within the next twelve months is to further research, develop, and protect our technology. 

In May of 2012, we completed a lab scale prototype of our technology that can be seen on our website at www.hypersolar.com. This prototype demonstrates hydrogen production from small scale solar devices coated with our unique, low-cost polymer coating, and submerged in waste water from a pulp and paper mill. This prototype will be used for demonstration purposes only and is not meant for commercial deployment. We are currently underway in the development of a larger field-scale demonstration prototype. We do not expect to purchase any significant plant and equipment for completing the prototype.
 
 
4

 
 
In addition to working on a field-scale prototype, we intend to explore other utilizations of our most recently filed patent. The patent seeks protection for an invention related to coatings, processes, and systems for stable operation of electrical, electrochemical, photoelectrochemical and photosynthetic devices with increased efficiency, unprecedented long term operational stability, and low cost. The present invention provides a stable functional coating material which when disposed on an electroactive device stabilizes it from electrical/chemical/electrochemical/photo degradation providing exceptional operational performance. We are exploring several possible systems that could benefit including “stabilization of a solar battery” and “enhancement and possible replacement for platinum in a fuel cell.” We will be working with our research partner, University of California Santa Barbara, to further explore the potentially valuable opportunities from this invention.

In March of 2013, we announced plans to build a renewable hydrogen generator named the H2Generator.  We are still in development of this system that uses semiconductor devices immersed in water to split water to form hydrogen without the aid of an external solar panel and electrolyzer.  We are currently working on a one square meter demonstration unit of this system.
  
Operating Expenses
 
Operating expenses for the three months ended September 30, 2013 were $152,321 and $202,181 for the prior period ended September 30, 2012. The net decrease in operating expenses consisted primarily of the investor relations and research and development cost. The decrease was due to the Company utilizing less equity financing for services and reduction in cost associated with outside consultants.

Other Income/(Expenses)

Other income and (expenses) for the three months ended September 30, 2013 were $1,508,185 and $12,010 for the prior period ended September 30, 2012. The increase in income and (expenses) was the result of an increase in net loss on change in fair value of the derivative instruments of $1,400,091, amortization of debt discount of $77,203, gain on settlement of debt of $78, and interest expense of $18,349. The increase in other income and (expenses) was due to the Company entering into debt financing transactions and issuance of convertible promissory notes.

Net Loss

For the three months ended September 30, 2013, our net loss was $1,660,506 and $211,523 for the prior period September 30, 2012. The increase in net loss was related primarily to other income and (expenses) due to non-cash cost associated with the derivatives. We are in the development stage of our Company and have not yet began to generate  no revenues to cover our operating costs.
 
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.
 
 
5

 

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 our annual report on Form 10-K/A filed with the SEC on October 31, 2013.

ITEM 2.  
Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2013, the Company issued 31,211,395 shares of common stock through a cashless exercise of 39,522,088 purchase warrants. Also, the Company issued 270,616 shares of common stock upon partial conversion of a convertible note in the amount of $500 in principal, and $41 in interest.
 
The Company relied on an exemption pursuant to 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.  
Mine Safety Disclosures
 
Not applicable.

ITEM 5.  
Other Information

None.

ITEM 6.  
Exhibits
 
Exhibit
No.
 
Description
     
31.1*
 
Certification of the Chief Executive Officer and Chief Financial Officer of Hypersolar, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*
 
Certification of the Chief Executive Officer and Chief Financial Officer of Hypersolar, Inc., furnished pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
EX-101.INS*
 
XBRL Instance Document
     
EX-101.SCH*
 
XBRL Taxonomy Extension Schema Document
     
EX-101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
     
EX-101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase
     
EX-101.LAB*
 
XBRL Taxonomy Extension Labels Linkbase
     
EX-101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase
 
*  Filed herewith
 
 
6

 
 
HYPERSOLAR, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
HYPERSOLAR, INC.
     
November 13, 2013
By:
/s/ Timothy Young
   
Timothy Young
   
Chief Executive Officer and Acting Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)

 
7