NewHydrogen, Inc. - Quarter Report: 2009 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, 2009

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 333-138910

BIOSOLAR, INC.

(Name of registrant in its charter)

Nevada		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 November 11, 2009 was 147,766,777.

BIOSLAR, INC. INDEX

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

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSOLAR, INC.

(A Development Stage Company)

BALANCE SHEETS

	(Unaudited)
	September 30, 2009			December 31, 2008

ASSETS

CURRENT ASSETS
Cash & cash equivalents	$	435,504		$	33,391
Certificates of deposits		146,862			372,112
Inventory, raw materials		20,338			24,770
Prepaid expenses		17,034			8,738

Total Current Assets		619,738			439,011

PROPERTY & EQUIPMENT
Machinery and equipment		74,643			49,130
Computer		1,978			1,978
Total Property and Equipment		76,621			51,108

Less: accumulated depreciation		(8,715	)		(4,647	)

Net Property and Equipment		67,906			46,461

OTHER ASSETS
Patents, net of amortization of $40		86,240			74,972
Deposit		770			770

TOTAL OTHER ASSETS		87,010			75,742

TOTAL ASSETS	$	774,654		$	561,214

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	2,785		$	20,800
Credit card payable		703			-

TOTAL CURRENT LIABILITIES		3,488			20,800

SHAREHOLDERS' EQUITY
Common stock, $0.0001 par value;
500,000,000 authorized common shares
147,766,777 and 133,366,777 shares issued and outstanding, respectively		14,776			13,336
Additional paid in capital		3,315,351			2,596,791
Deficit accumulated during the development stage		(2,558,961	)		(2,069,713	)

TOTAL SHAREHOLDERS' EQUITY		771,166			540,414

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	774,654		$	561,214

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

													From Inception
													April 24, 2006
	For the Three Months Ended						For the Nine Months Ended						through
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2009			September 30, 2009

REVENUE	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES
Selling and marketing expenses		22,044			113,068			77,377			265,521			689,336
General and administrative expenses		127,104			119,459			358,676			370,422			1,491,905
Research and development		26,001			49,138			51,641			117,346			452,306
Depreciation and amortization		1,498			984			4,068			2,254			8,755

TOTAL OPERATING EXPENSES		176,647			282,649			491,762			755,543			2,642,302

LOSS FROM OPERATIONS BEFORE OTHER INCOME		(176,647	)		(282,649	)		(491,762	)		(755,543	)		(2,642,302	)

TOTAL OTHER INCOME
Interest income		788			3,418			3,314			17,221			85,741

LOSS BEFORE PROVISION FOR TAXES		(175,859	)		(279,231	)		(488,448	)		(738,322	)		(2,556,561	)

Provision for income taxes		-			-			(800	)		(800	)		(2,400	)

NET LOSS	$	(175,859	)	$	(279,231	)	$	(489,248	)	$	(739,122	)	$	(2,558,961	)

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

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED		138,375,473			132,768,081			135,048,529			131,894,806

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF SHAREHOLDERS’ EQUITY

										Deficit
										Accumulated
					Additional					during the
	Common stock				Paid-in		Subscription			Development
	Shares		Amount		Capital		Payable			Stage			Total

Balance at December 31, 2008		133,366,777	$	13,336	$	2,596,791	$	-		$	(2,069,713	)	$	540,414

Common stock subscription payable (unaudited)		-		-		-		203,000			-			203,000

Issuance of common shares in September 2009 for cash (4,060,000 common shares issued at $0.05 per share ) (unaudited)		4,060,000		406		202,594		(203,000	)		-			-

Issuance of common shares in September 2009 for cash (3,200,000 common shares issued at $0.05 per share ) (unaudited)		3,200,000		320		159,680		-			-			160,000

Issuance of common shares in September 2009 for cash (7,140,000 common shares issued at $0.05 per share ) (unaudited)		7,140,000		714		356,286		-			-			357,000

Net Loss for the nine months ended September 30, 2009 ( unaudited)		-		-		-					(489,248	)		(489,248	)

Balance at September 30, 2009 (unaudited)		147,766,777	$	14,776	$	3,315,351	$	-		$	(2,558,961	)	$	771,166

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From Inception
							April 24, 2006
	For the Nine Months Ended						through
	September 30, 2009			September 30, 2008			September 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(489,248	)	$	(739,122	)	$	(2,558,961	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation expense		4,068			2,254			8,755
Issuance of stock for services		-			-			237,260
Changes in Assets and Liabilities (Increase) Decrease in:
Inventory		4,432			(29,198	)		(20,338	)
Other receivable		-			(3,976	)		-
Prepaid expenses		(8,296	)		68,503			(17,034	)
Deposits		-			-			(770	)
Increase (Decrease) in:
Accounts Payable		(18,015	)		6,999			2,785
Accrued Expenses		-			(9,612	)		-
Credit Card Payable		703			(977	)		703

NET CASH USED IN OPERATING ACTIVITIES		(506,356	)		(705,129	)		(2,347,600	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Equipment		(25,513	)		(49,130	)		(76,621	)
Patent expenditures		(11,268	)		(25,014	)		(86,280	)
Proceeds from /(investments in) Certificate of Deposits		225,250			184,686			(146,862	)

NET CASH (USED)/PROVIDED BY INVESTING ACTIVITIES		188,469			110,542			(309,763	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subcription payable		203,000			-			203,000
Proceeds from issuance of common stock		517,000			390,000			2,889,867

NET CASH PROVIDED BY FINANCING ACTIVITIES		720,000			390,000			3,092,867

NET INCREASE/(DECREASE) IN CASH		402,113			(204,587	)		435,504

CASH, BEGINNING OF PERIOD		33,391			340,484			-

CASH, END OF PERIOD		435,504			135,897			435,504

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	-
Taxes paid	$	800		$	800		$	2,400

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2009

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 months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. 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, 2008.

Going Concern

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

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Development Stage Activities and Operations

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

Revenue Recognition

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

Cash and Cash Equivalent

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

Investments

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

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2009

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per Share Calculations

Loss per Share calculates basic earnings per share and diluted earnings per share. Basic earnings per share 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 nine months ended September 30, 2009 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSPs, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of September 30, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within the consolidated financial statements.

In August 2009, the FASB issued guidance under Accounting Standards Update (“ASU”) No. 2009-05, “Measuring Liabilities at Fair Value”. This guidance clarifies how the fair value a liability should be determined. This guidance is effective for the first reporting period after issuance. We will adopt this guidance for our year ending December 31, 2009. We do not expect the adoption of this guidance to have a material impact on our financial statements

3.	CAPITAL STOCK

During the nine months ended September 30, 2009, the Company issued 14,400,000 shares of common stock at a purchase price of $0.05 per share for cash in the amount of $720,000, 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, 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

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2009

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.

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, 2009, 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 EVENT

Management has evaluated subsequent events as of November 11, 2009, and has determined there are no subsequent events to be reported.

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

Special Note on Forward-Looking Statements.

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

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report beginning on page F-1.

Overview

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

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

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

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

Application of Critical Accounting Policies

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

Use of Estimates

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

Fair Value of Financial Instruments

Our cash, cash equivalents, investments, 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

RESULTS OF OPERATIONS – THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008

OPERATING EXPENSES

Selling and Marketing Expenses

Selling and marketing ("S&M") expenses decreased by $91,024 or 80.50%, to $22,044 for the three months ended September 30, 2009 compared to the prior period. S&M expenses decreased by $188,144 or 70.86%, to $77,377 for the nine months ended September 30, 2009, compared to the prior period. S&M expenses decreased due to a decrease in consulting and marketing fees.

General and Administrative Expenses

General and administrative (“G&A”) expenses increased by $7,645 or 6.40%, to $127,104 for the three months ended September 30, 2009, compared to the prior period. G&A expenses decreased by $11,746 or 3.17%, to $358,676 for the nine months ended September 30, 2009, compared to the prior period. This decrease in G&A expenses was the result of a decrease in overall expenses.

Research and Development

Research and Development (“R&D”) expenses decreased by $23,137 or 47.09%, to $26,001for the three months ended September 30, 2009, compared to the prior period. R&D expenses decreased by $65,705 or 55.99%, to $51,641 for the nine months ended September 30, 2009, compared to the prior period. This decrease in R&D expenses was the result of a decrease in materials and supplies.

Net Loss

Our Net Loss decreased by $103,372 to $175,859 for the three months ended September 30, 2009, compared to the prior period. Net loss decreased by $249,874 to $489,248 for the nine months ended September 30, 2009, compared to the prior period. The decrease in Net Loss was due to a reduction of the operating expenses. Currently the Company is in its development stage and had no revenues..

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2009, we had $616,250 of working capital as compared to $643,064 for the prior period. This decrease of $26,814 was due primarily to use of funds for operating expenses.

During the nine months ended September 30, 2009, the Company used $506,356 of cash for operating activities, as compared to $705,129 for the prior period. The decrease in the use of cash for operating activities was a result of a decrease in operating expenses.

Cash provided by investing activities for the nine months ended September 30, 2009 was $188,469, as compared to cash provided of $110,542 for the prior period. The net increase of cash provided by investing activities was primarily due to proceeds from investing in certificate of deposits.

Cash provided from financing activities for the nine months ended September 30, 2009 was $720,000, as compared to $390,000 for the prior period. Our capital needs have primarily been met from the proceeds of private placements, as we are currently in the development stage and had no revenues.

Our financial statements as of September 30, 2009 have been prepared under the assumption that we will continue as a going concern from inception (April 24, 2006) through September 30, 2009. Our independent registered public accounting firm has issued their report dated March 16, 2009 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the development of an innovative technology to produce bio-based materials from renewable plant sources that will reduce the cost per watt of Photovoltaic solar cells. We plan to commercialize three different versions of BioBacksheet, a bottom most layer of Photovoltaic solar modules by 2010, and thereafter focus our efforts on establishing markets in related sectors by 2012.

Our plan of operation within the next twelve months is to utilize our cash balances to begin sales and marketing of our bio-based backsheet component (BioBacksheetTM) to replace the petroleum based backsheet in crystalline photovoltaic modules as well as thin film photovoltaic modules. In addition, we intend to further enhance test programs to determine the physical properties and characteristics that will be most suitable for the further development of biobased solar module components, and build test solar modules, as we attempt to validate the commercial viability of our products.

We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next six months. Management estimates that it will require additional cash resources during 2010, based upon its current operating plan and condition. We will be investigating additional financing alternatives, including equity and/or debt financing. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds during the next fifteen months, we may be forced to reduce the size of our organization, which could have a material adverse impact on, or cause us to curtail and/or cease, the development of our products.

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

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Registrant’s Form 10-K filed on March 27, 2009.

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

During the period covered by this report, the Company sold 10,340,000 shares of common stock (the “Shares”) for total proceeds of $517,000 at a price of $.05 per share.

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

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)

MATERIAL CONTRACTS


10.1		Form of Subscription Agreement dated as of May 26, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

10.2		Form of Subscription Agreement dated as of July 17, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

10.3		Form of Subscription Agreement dated as of October 11, 2006. ( Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

14.1		Code of Ethics ( Incorporated by reference to the Company’s annual report on Form 10-K filed with the SEC on March 25, 2008)

31.1		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).

32.1		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 12, 2009.

	BIOSOLAR

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