NewHydrogen, Inc. - Quarter Report: 2008 September (Form 10-Q)

Unassociated Document

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 SEPTEMBER 30, 2008

¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 333-138910

BIOSOLAR, INC.

(Name of registrant in its charter)

Nevada		20-4754291
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

27936 Lost Canyon Road, Suite 202 , Santa Clarita, 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 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 October 30, 2008 was 133,366,777.

BIOSLAR, INC. INDEX

PART I: FINANCIAL INFORMATION
ITEM 1:	FINANCIAL STATEMENTS (Unaudited)	3
	Balance Sheets	4
	Statements of Operations	5
	Statement of Shareholders' Equity	6
	Statements of Cash Flows	7
	Notes to the Financial Statements	8
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3 :	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4:	CONTROLS AND PROCEDURES	13
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	14
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	14
ITEM 5	OTHER INFORMATION
ITEM 6:	EXHIBITS	14
SIGNATURES		15

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSOLAR, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

BIOSOLAR, INC.

(A Development Stage Company)

BALANCE SHEETS

	(Unaudited)
	09/30/08			12/31/07

ASSETS

CURRENT ASSETS
Cash & cash equivalents	$	135,897		$	340,484
Certificates of deposits		469,181			653,867
Inventory, work in progress		29,198			-
Other receivable		3,976			-
Prepaid expenses		11,829			80,332

Total Current Assets		650,081			1,074,683

PROPERTY & EQUIPMENT
Machinery and equipment		49,130			-
Computer		1,978			1,978
Less: accumulated depreciation		(3,283	)		(1,029	)

Net Property and Equipment		47,825			949

OTHER ASSETS
Patents, net of amortization of $40		32,279			7,265
Deposit		770			770

TOTAL OTHER ASSETS		33,049			8,035

TOTAL ASSETS	$	730,955		$	1,083,667

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable	$	6,999		$	-
Accrued expenses		-			9,611
Credit card payable		18			995

TOTAL CURRENT LIABILITIES		7,017			10,606

SHAREHOLDERS' EQUITY
Common stock, $0.0001 par value; 500,000,000 authorized common shares 133,266,777 and 131,706,777 shares issued and outstanding		13,326			13,170
Additional paid in capital		2,571,801			2,181,958
Deficit accumulated during the development stage		(1,861,189	)		(1,122,067	)

TOTAL SHAREHOLDERS' EQUITY		723,938			1,073,061

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	730,955		$	1,083,667

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 September 30,						Nine Months Ended September 30,						through
	2008			2007			2008			2007			September 30, 2008

REVENUE		-			-			-			-			-

OPERATING EXPENSES
Selling and marketing expenses		113,068			38,884			265,521			57,828			585,993
General and administrative expenses		119,459			95,790			370,422			256,618			1,022,052
Research and development		49,138			50,620			117,346			150,625			327,530
Depreciation and amortization		984			-			2,254			633			3,323

TOTAL OPERATING EXPENSES		282,649			185,294			755,543			465,704			1,938,898

LOSS FROM OPERATIONS BEFORE OTHER INCOME		(282,649	)		(185,294	)		(755,543	)		(465,704	)		(1,938,898	)

TOTAL OTHER INCOME
Interest income		3,418			9,075			17,221			32,032			79,309

LOSS BEFORE PROVISION FOR TAXES		(279,231	)		(176,219	)		(738,322	)		(433,672	)		(1,859,589	)

Provision for income taxes		-			-			(800	)		(800	)		(1,600	)

NET LOSS	$	(279,231	)	$	(176,219	)	$	(739,122	)	$	(434,472	)	$	(1,861,189	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED		132,768,081			128,670,494			131,894,806			128,595,762

The accompanying notes are an integral part of these financial statements

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENT OF SHAREHOLDERS' EQUITY

							Deficit
							Accumulated
					Additional		during the
	Common stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Balance at December 31, 2007		131,706,777	$	13,170	$	2,181,957	$	(1,122,067	)	$	1,073,060

Issuance of common shares in June 2008 for cash (520,000 common shares issued at $0.25 per share ) (unaudited)		520,000		52		129,948		-			130,000

Issuance of common shares in July 2008 for cash (440,000 common shares issued at $0.25 per share ) (unaudited)		440,000		44		109,956		-			110,000

Issuance of common shares in August 2008 for cash (80,000 common shares issued at $0.25 per share ) (unaudited)		80,000		8		19,992		-			20,000

Issuance of common shares in September 2008 for cash (520,000 common shares issued at $0.25 per share ) (unaudited)		520,000		52		129,948		-			130,000

Net Loss (unaudited)		-		-		-		(739,122	)		(739,122	)

Balance at September 30, 2008 (unaudited)		133,266,777	$	13,326	$	2,571,801	$	(1,861,189	)	$	723,938

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
	Nine Months Ended September 30,						through
	2008			2007			September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(739,122	)	$	(434,472	)	$	(1,861,189	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation expense		2,254			633			3,323
Issuance of stock for services		-			-			212,260
(Increase) Decrease in:
Inventory		(29,198	)		-			(29,198	)
Other receivable		(3,976	)		-			(3,976	)
Prepaid expenses		68,503			(9,115	)		(11,829	)
Deposits		-			-			(770	)
Increase (Decrease) in:
Accounts Payable		6,999			(37,179	)		6,999
Accrued Expenses		(9,612	)		1,025			0
Credit Card Payable		(977	)		(2,917	)		18

NET CASH USED IN OPERATING ACTIVITIES		(705,129	)		(482,025	)		(1,684,362	)

NET CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Equipment		(49,130	)		-			(51,108	)
Patents		(25,014	)		-			(32,319	)
Investment in Certificate of Deposits		184,686			369,401			(469,181	)

NET CASH (USED)/PROVIDED BY INVESTING ACTIVITIES		110,542			369,401			(552,608	)

NET CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		390,000			60,000			2,372,867

NET CASH PROVIDED BY FINANCING ACTIVITIES		390,000			60,000			2,372,867

NET INCREASE/(DECREASE) IN CASH		(204,587	)		(52,624	)		135,897

CASH, BEGINNING OF PERIOD		340,484			200,739			-

CASH, END OF PERIOD		135,897			148,115			135,897

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	-
Taxes paid	$	800		$	800		$	1,600

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS

During the nine months ended September 30, 2007, the Company issued 240,000 shares of common stock for prepaid services at a fair value of $82,600

The accompanying notes are an integral part of these financial statements

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2008

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 nine month period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. 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, 2007.

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. As discussed in Note 3, the Company has obtained funds from its shareholders since its’ inception through September 30, 2008. 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. FASB #7 defines 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 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

SEPTEMBER 30, 2008

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per Share Calculations

The Company adopted Statement of Financial Standards (“SFAS”) No. 128 for the calculation of “Loss per Share”. SFAS No. 128 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. The Company’s diluted loss per share is the same as the basic loss per share for the period ended September 30, 2008 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Reclassification

The expenses for the nine months ended September 30, 2007 were reclassified to conform with the expenses for the nine months ended September 30, 2008.

3.	CAPITAL STOCK

During the nine months ended September 30, 2008, the Company issued 1,560,000 shares of common stock at a purchase price of $0.25 per share for cash in the amount of $390,000, through a private placement made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended. During the nine months ended September 30, 2007, the Company’s issued 300,000 shares of common stock at a price of $0.20 per share for cash in the amount of $60,000, through a private placement made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended; the Company also issued 240,000 shares of common stock for services at prices between $0.26 and $0.54 per share.

4.	INCOME TAXES

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2005.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain.

Included in the balance at September 30, 2008, are no tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

5.	SUBSEQUENT EVENTS

During October 2008, the Company issued 100,000 shares of common stock for $0.25 per share in the amount of $25,000 for services, pursuant to a private placement made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended.

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

Certain statements contained herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.

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 plastics. 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, panel components, and the eventual expansion of such products to the building materials.

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, accounts receivable and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued two FASB Staff Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting for Income Taxes" to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. Neither of these affected us as it does not participate in the related activities.

In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections.” This new standard replaces APB Opinion No. 20, “Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,” and represents another step in the FASB’s goal to converge its standards with those issued by the IASB. Among other changes, Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. We have evaluated the impact of the adoption of Statement 154 and do not believe the impact will be significant to our overall results of operations or financial position.

RESULTS OF OPERATIONS – THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007

OPERATING EXPENSES

Selling and Marketing Expenses

Selling and marketing (“S&M”) expenses increased by $74,184 or 190.78%, to $113,068 for the three months ended September 30, 2008, compared to the prior period. S&M expenses increased by $207,693 or 359.16%, to $265,521 for the nine months ended September 30, 2008, compared to the prior period. S&M expenses increased due to an increase in marketing exposure.

General and Administrative Expenses

General and administrative (“G&A”) expenses increased by $23,669 or 24.71%, to $119,459 for the three months ended September 30, 2008, compared to the prior period. G&A expenses increased by $113,804 or 44.35%, to $370,422 for the nine months ended September 30, 2008, compared to the prior period. This increase in G&A expenses was the result of an increase in salaries, professional fees and travel.

Research and Development

Research and Development (“R&D”) expenses decreased by $(1,482) or (2.93)%, to $49,138 for the three months ended September 30, 2008, compared to the prior period. R&D expenses decreased by $(33,279) or (22.09)%, to $117,346 for the nine months ended September 30, 2008, compared to the prior period. This decrease in R&D expenses was the result of a decrease in consulting fees and the Company’s focus on production..

Net Loss

Our net loss increased by $(103,012) to $(279,231) for the three months ended September 30, 2008, compared to the prior period. Net loss increased by $(304,650) to $(739,122) for the nine months ended September 30, 2008, compared to the prior period. Currently the Company is in its development stage and had no revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2008, we had $643,064 of working capital as compared to $1,064,077 as of December 31, 2007. This decrease of $421,012 was due primarily to use of funds for operating activities.

Net cash used in operating activities was $705,129 for the nine months ended September 30, 2008, as compared to cash used of $482,025 for the prior period. This increase of $223,104 was primarily attributable to an increase in general and administrative expenses.

Net cash provided by investing activities was $110,542 for the nine months ended September 30, 2008, as compared to cash provided of $369,401 for the prior period. The decrease of cash provided by investing activities was primarily due to a decrease in investing in certificate of deposits. During the nine month period ended September 30, 2008, the Company purchased equipment.

Net cash provided from financing activities during the nine months ended September 30, 2008, and 2007 was $390,000 and $60,000 respectively. The increase in cash provided from financing activities was due to equity financing completed by the Company pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the development of new and innovative technology to produce bio-based materials with the intent to reduce the cost per watt of solar cells that convert sun light into electrical energy. We plan to develop bio-based backsheets, substrates, superstrate layer, module, panel components, and thereafter focus our efforts on establishing markets in the building materials.

Our plan of operation within the next twelve months is to utilize our cash balances to transition from research and development stage to a production stage for the bio-based plastic backsheets and substrates to reduce the cost of solar cells that convert sun light into electrical energy. In addition, during the next twelve months we plan to accelerate the development activity for other solar cell components, commence 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 additional bio-based solar cell components. We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next nine months. Management estimates that it will require additional cash resources during 2009, 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 twelve 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 4T. 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: (1) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There was no change to our internal controls or in other factors that could affect these controls 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 31, 2008.

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

The Company issued an aggregate of 1,560,000 shares of common stock at a purchase price of $0.25 per share for cash in the amount of $390,000, through a private placement offering which closed on October 10, 2008.

The Company also issued 100,000 shares of its common stock (valued at $25,000) to its Scientific Advisor as compensation for services to the Company.

The above issuances were made pursuant to Rule 506 and Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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)

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 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 November 3, 2008.

	BIOSOLAR

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