NewHydrogen, Inc. - Quarter Report: 2008 March (Form 10-Q)
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, 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, 32nd
Flr.
New
York,
New York 10006
(212)
930-9700
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 6, 2008 was
131,706,777.
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
|
14
|
ITEM
6:
|
EXHIBITS
|
14
|
SIGNATURES
|
|
15
|
2
PART I –
FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
BIOSOLAR,
INC.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
MARCH
31,
2008
3
BIOSOLAR,
INC.
(A
Development Stage Company)
BALANCE
SHEETS
MARCH
31,
2008
(Unaudited)
|
|||||||
March 31, 2008
|
December 31, 2007
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
& cash equivalents
|
$
|
115,997
|
$
|
340,484
|
|||
Certificates
of deposits
|
661,126
|
653,867
|
|||||
Other
receivable
|
12,676
|
-
|
|||||
Prepaid
Expenses
|
69,174
|
80,332
|
|||||
Total
Current Assets
|
858,973
|
1,074,683
|
|||||
PROPERTY
& EQUIPMENT
|
|||||||
Computer
|
1,978
|
1,978
|
|||||
Less:
Accumulated Depreciation
|
(1,124
|
)
|
(1,029
|
)
|
|||
Net
Property and Equipment
|
854
|
949
|
|||||
OTHER
ASSETS
|
|||||||
Patents
|
18,760
|
770
|
|||||
Deposit
|
770
|
7,265
|
|||||
Total
Other Assets
|
19,530
|
8,035
|
|||||
TOTAL
ASSETS
|
$
|
879,357
|
$
|
1,083,667
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
TOTAL
CURRENT LIABILITIES
|
|||||||
Accounts
Payable
|
$
|
-
|
$
|
9,612
|
|||
Accrued
Expenses
|
4,931
|
995
|
|||||
TOTAL
LIABILITIES
|
4,931
|
10,607
|
|||||
SHAREHOLDERS'
EQUITY EQUITY
|
|||||||
Common
Stock, $0.0001 par value; 500,000,000 authorized common shares 131,706,777
shares issued and outstanding
|
13,170
|
13,170
|
|||||
Additional
Paid in Capital
|
2,181,958
|
2,181,958
|
|||||
Deficit
Accumulated during the Development Stage
|
(1,320,702
|
)
|
(1,122,068
|
)
|
|||
TOTAL
SHAREHOLDERS' EQUITY
|
874,426
|
1,073,060
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
879,357
|
$
|
1,083,667
|
The
accompanying notes are an integral part of these financial
statements
4
BIOSOLAR,
INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
(Unaudited)
From Inception
|
||||||||||
April 24, 2006
|
||||||||||
Three Months Ended
|
through
|
|||||||||
March 31, 2008
|
March 31, 2007
|
March 31, 2008
|
||||||||
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
OPERATING
EXPENSES
|
||||||||||
Selling
and marketing expenses
|
48,178
|
10,284
|
368,800
|
|||||||
General
and administrative expenses
|
125,126
|
85,566
|
777,556
|
|||||||
Research
& Development
|
33,628
|
27,291
|
243,661
|
|||||||
Depreciation
and amortization
|
95
|
633
|
1,165
|
|||||||
TOTAL
OPERATING EXPENSES
|
207,027
|
123,774
|
1,391,182
|
|||||||
LOSS
FROM OPERATIONS BEFORE OTHER INCOME
|
(207,027
|
)
|
(123,774
|
)
|
(1,391,182
|
)
|
||||
TOTAL
OTHER INCOME
|
||||||||||
Interest
income
|
8,393
|
12,895
|
70,480
|
|||||||
NET
LOSS
|
(198,634
|
)
|
(110,879
|
)
|
$
|
(1,320,702
|
)
|
|||
BASIC
AND DILUTED LOSS PER SHARE
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
WEIGHTED-AVERAGE
COMMON SHARES OUTSTANDING BASIC AND DILUTED
|
131,706,777
|
128,557,777
|
The
accompanying notes are an integral part of these financial
statements
5
BIOSOLAR,
INC.
(A
Development Stage Company)
STATEMENT
OF SHAREHOLDERS' EQUITY
(Unaudited)
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
|
$
|
2,181,958
|
$
|
(1,122,068
|
)
|
$
|
1,073,060
|
||||||
Net
Loss (unaudited)
|
-
|
-
|
-
|
(198,634
|
)
|
(198,634
|
)
|
|||||||||
Balance
at March 31, 2008 (unaudited)
|
131,706,777
|
$
|
13,170
|
$
|
2,181,958
|
$
|
(1,320,702
|
)
|
$
|
874,426
|
The
accompanying notes are an integral part of these financial
statements
6
BIOSOLAR,
INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
From Inception
|
||||||||||
April 24, 2006
|
||||||||||
Three Months Ended
|
through
|
|||||||||
3/31/2008
|
3/31/2007
|
March 31, 2008
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
|
$
|
(198,634
|
)
|
$
|
(110,879
|
)
|
$
|
(1,320,702
|
)
|
|
Adjustment
to reconcile net loss to net cash used in operating
activities
|
||||||||||
Depreciation
expense
|
95
|
633
|
1,164
|
|||||||
Issuance
of stock for services
|
-
|
-
|
212,260
|
|||||||
(Increase)
Decrease in:
|
||||||||||
Other
receivable
|
(12,676
|
)
|
-
|
(12,676
|
)
|
|||||
Prepaid
expenses
|
11,158
|
(17,311
|
)
|
(69,174
|
)
|
|||||
Deposits
|
-
|
-
|
(770
|
)
|
||||||
Patents
|
(11,495
|
)
|
-
|
(18,800
|
)
|
|||||
Increase
(Decrease) in:
|
||||||||||
Accounts
Payable
|
-
|
(37,179
|
)
|
-
|
||||||
Accrued
Expenses
|
(4,681
|
)
|
7,716
|
4,931
|
||||||
Credit
Card Payable
|
(995
|
)
|
(2,535
|
)
|
-
|
|||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(217,228
|
)
|
(159,555
|
)
|
(1,203,767
|
)
|
||||
NET
CASH FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||||
Purchase
of Equipment
|
-
|
-
|
(1,978
|
)
|
||||||
Investment
in Certificate of Deposits
|
(7,259
|
)
|
(12,212
|
)
|
(661,125
|
)
|
||||
NET
CASH USED BY INVESTING ACTIVITIES
|
(7,259
|
)
|
(12,212
|
)
|
(663,103
|
)
|
||||
NET
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from issuance of common stock
|
-
|
-
|
1,982,867
|
|||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
-
|
1,982,867
|
|||||||
NET
INCREASE (DECREASE) IN CASH
|
(224,487
|
)
|
(171,767
|
)
|
115,997
|
|||||
CASH,
BEGINNING OF PERIOD
|
340,484
|
200,739
|
-
|
|||||||
CASH,
END OF PERIOD
|
115,997
|
28,972
|
115,997
|
|||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Taxes
paid
|
$
|
-
|
$
|
-
|
$
|
800
|
The
accompanying notes are an integral part of these financial
statements
7
BIOSOLAR,
INC.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS-UNAUDITED
MARCH
31,
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 three month period ended March 31, 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 March 31,
2008. It is Management's plan to generate additional working capital from
investors, and then continue to pursue its business plan and
purpose.
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.
8
BIOSOLAR,
INC.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS-UNAUDITED
MARCH
31,
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 March 31, 2008 as the inclusion
of
any potential shares would have had an anti-dilutive effect due to the Company
generating a loss.
Reclassification
Certain
items included in the three months ended March 31, 2007 financial statements
have been reclassified to conform to the current year presentation.
3.
|
CAPITAL
STOCK
|
During
the three months ended March 31, 2008, the Company issued no shares of common
stock .
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
2004.
|
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 March 31, 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.
|
9
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.
10
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.
In
December 2004, the FASB issued Statement of Financial Accounting Standards
No.
123R, Share-based Payment. SFAS 123R revises SFAS 123 and supersedes APB 25.
SFAS 123R will be effective for the year ending December 31, 2006, and 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. Under
SFAS
123R, we 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. The adoption of SFAS 123R will not have a material impact
on
our results of operations.
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.
11
RESULTS
OF OPERATIONS - QUARTER ENDED MARCH 31, 2008 COMPARED TO THE QUARTER ENDED
MARCH
31, 2007
OPERATING
EXPENSES
Selling
and Marketing Expenses
Selling
and marketing (“S&M”) expenses increased by $37,894 or 368.48%, to $48,178
for the three months ended March 31, 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 $39,560 or 46.23%, to
$125,126 for the three months ended March 31, 2008, compared to the prior
period. This increase in G&A expenses was the result of an increase in
salaries and professional fees.
Research
and Development
Research
and Development (“R&D”) expenses increased by $6,337or 23.22%, to $33,628
for the three months ended March 31, 2008, compared to the prior period. This
increase in R&D expenses was the result of fees paid to consultants and
testing of product.
Net
Loss
Our
net
loss increased by $87,755 to $198,634 for the three months ended March 31,
2008,
compared to the prior period. Currently the Company is in its development stage
and had no revenues.
LIQUIDITY
AND CAPITAL RESOURCES
As
of
March 31, 2008, we had $854,042 of working capital as compared to
$1,064,076 as of December 31, 2007. This decrease of $210,034 was due
primarily to use of funds for general and administrative expenses.
Cash
flow
used in operating activities was $217,228 for the three months ended March
31,
2008, as compared to cash used of $159,555 for the prior period. This increase
of $57,673 was primarily attributable to an increase in research and
development, and general and administrative expenses.
Cash
used
by investing activities was $7,258 for the three months ended March 31, 2008,
as
compared to cash used of $12,212 for the prior period. The decrease of cash
used
in investing activities was primarily due to a decrease in investing in
certificates of deposits.
Cash
provided from financing activities during the three months ended March 31,
2008,
and 2007 was $0 respectively. There was no equity financing this
period.
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.
12
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 twelve
months. Management estimates that it will require additional cash resources
during 2008, 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
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.
There
are
no material changes from the risk factors previously disclosed in the
Registrant’s Form 10-K filed on March 31, 2008.
None
13
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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Description
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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)
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3.2
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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)
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3.3
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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)
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3.4
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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)
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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)
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10.2
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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)
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10.3
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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)
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14.1
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Code
of Ethics (Incorporated
by reference to the Company’s Form 10-K filed with the SEC on March 25,
2008)
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31.1
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Certification
by Chief Executive Officer and Acting Chief Financial Officer pursuant
to
Sarbanes-Oxley Section 302 (filed herewith).
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32.1
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Certification
by Chief Executive Officer and Acting Chief Financial Officer pursuant
to
18 U.S.C. Section 1350 (filed
herewith).
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14
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 13, 2008.
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BIOSOLAR
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By:
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/s/
David Lee
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Chief
Executive Officer (Principal Executive
Officer
) and Acting Chief Financial Officer
(Principal
Financial Officer and Principal Accounting
Officer)
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15