NewHydrogen, Inc. - Quarter Report: 2012 March (Form 10-Q)

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 333-138910

BIOSOLAR, INC.

(Name of registrant in its charter)

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

27936 Lost Canyon Road, Suite 202 , Santa Clarita, CA 91387

(Address of principal executive offices) (Zip Code)

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

WITH COPIES TO:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Flr.

New York, New York 10006

(212) 930-9700

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of registrant’s common stock outstanding, as of May 11, 2012 was 6,066,115.

BIOSLAR, INC.

INDEX

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

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSOLAR, INC.

(A Development Stage Company)

BALANCE SHEETS


	March 31, 2012			December 31, 2011
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	62,732		$	52,422
Subscription receivable		12,416		$	-
Prepaid expenses		25,668			30,797

TOTAL CURRENT ASSETS		100,816			83,219

PROPERTY AND EQUIPMENT
Machinery and equipment		76,281			76,281
Computer		2,928			2,928
		79,209			79,209
Less accumulated depreciation		(28,684	)		(26,698	)

NET PROPERTY AND EQUIPMENT		50,525			52,511

OTHER ASSETS
Patents, net of amortization of $40		142,008			140,927
Deposit		770			770

TOTAL OTHER ASSETS		142,778			141,697

TOTAL ASSETS	$	294,119		$	277,427



LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	17,826		$	4,377
Accrued expense		52,749			13,145

TOTAL CURRENT LIABILITIES		70,575			17,522

SHAREHOLDER'S EQUITY
Common stock, $0.0001 par value;
500,000,000 authorized common shares
5,992,771 and 5,536,164 shares issued and outstanding, respectively		600			554
Additional paid in capital		5,315,885			5,040,120
Deficit accumulated during the development stage		(5,092,941	)		(4,780,769	)

TOTAL SHAREHOLDERS' EQUITY		223,544			259,905

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	294,119		$	277,427

The accompanying notes are an integral part of these financial statements

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)


							From Inception
							April 24, 2006
	Three Months Ended						through
	March 31, 2012			March 31, 2011			March 31, 2012

REVENUE	$	-		$	-		$	-

OPERATING EXPENSES
General and administrative expenses		276,011			196,590			4,380,505
Research and development		33,994			13,187			769,824
Depreciation and amortization		1,986			1,996			28,724

TOTAL OPERATING EXPENSES		311,991			211,773			5,179,053

LOSS FROM OPERATIONS BEFORE OTHER INCOME		(311,991	)		(211,773	)		(5,179,053	)

TOTAL OTHER INCOME/(EXPENSES)
Interest income		9			-			87,244
Penalties		-			-			(180	)
Interest expense		(190	)		(229	)		(952	)

TOTAL OTHER INCOME/(EXPENSES)		(181	)		(229	)		86,112


NET LOSS	$	(312,172	)	$	(212,002	)	$	(5,092,941	)


BASIC AND DILUTED LOSS PER SHARE	$	(0.05	)	$	(0.04	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		5,791,033			5,235,216

The accompanying notes are an integral part of these financial statements.

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF SHAREHOLDERS’ EQUITY


								Deficit
								Accumulated
					Additional			during the
	Common stock				Paid-in			Development
	Shares		Amount		Capital			Stage			Total
Balance at December 31, 2011		5,536,164	$	554	$	5,040,120		$	(4,780,769	)	$	259,905

Issuance of common shares for cash
(prices ranging between $0.66 and $0.70 per share) (unaudited)		187,594		19		129,780			-			129,799

Issuance of commn stock for warrants through a cashless exercise (unaudited)		250,201		25		(25	)		-			-

Issuance of common stock for subscription receivable (unaudited)
(price of $0.66 per share, payment received prior to issuance of financial statements)		18,812		2		12,414			-			12,416

Stock compensation cost (unaudited)		-		-		133,596			-			133,596

Net loss for the three months ended March 31, 2012 (unaudited)		-		-		-			(312,172	)		(312,172	)

Balance at March 31, 2012 (unaudited)		5,992,771	$	600	$	5,315,885		$	(5,092,941	)	$	223,544

The accompanying notes are an integral part of these financial statements

BIOSOLAR, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From Inception
							April 24, 2006
	Three Months Ended						through
	March 31, 2012			March 31, 2011			March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(312,172	)	$	(212,002	)	$	(5,092,941	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation expense		1,986			1,996			28,724
Issuance of stock for services		-			-			325,260
Stock compensation cost		133,596			21,198			567,841
Changes in Assets and Liabilities
(Increase) Decrease in:
Inventory		-			-			-
Prepaid expenses		5,129			(37,551	)		(25,668	)
Deposits		-			-			(770	)
Increase (Decrease) in:
Accounts payable		13,449			11,033			17,828
Accrued expenses		39,604			-			52,749

NET CASH USED IN OPERATING ACTIVITIES		(118,408	)		(215,326	)		(4,126,977	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(79,209	)
Patent expenditures		(1,081	)		-			(142,048	)

NET CASH USED IN INVESTING ACTIVITIES		(1,081	)		-			(221,257	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subcription payable		-			-			203,000
Proceeds from issuance of common stock		129,799			405,000			4,207,966

NET CASH PROVIDED IN FINANCING ACTIVITIES		129,799			405,000			4,410,966

NET INCREASE IN CASH		10,310			189,674			62,732

CASH, BEGINNING OF PERIOD		52,422			44,318			-

CASH, END OF PERIOD	$	62,732		$	233,992		$	62,732

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	190		$	229		$	-
Taxes paid	$	-		$	-		$	-

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

During the period ended March 31, 2012, the Company issued 250,201 shares of common stock for warrants through a cashless exercise. Also, the
Company issued 18,812 shares of common stock for a subscription receivable.

The accompanying notes are an integral part of these financial statements

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

MARCH 31, 2012

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. 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, 2011.

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.

Loss per Share Calculations

Loss per Share calculates basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2012 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

MARCH 31, 2012

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements

Management reviewed accounting pronouncements issued during the three months ended March 31, 2012, and no pronouncements were adopted during the period.

3.	CAPITAL STOCK

During the three months ended of March 31, 2012, the Company issued 56,692 shares of common stock at a price of $0.66 per share for cash of $25,000 and a subscription receivable of $12,416. The payment for the subscription receivable was received after March 31, but prior to the issuance of these financial statements, therefore it is reported as a current asset in accordance with ASC 805. In addition the Company issued 149,714 shares of common stock at a price of $0.70 per share for cash of $104,799. Also, through a cashless exercise the Company issued 250,201 shares of common stock for stock purchase warrants. During the three months ended March 31, 2011, the Company issued 869,565 shares of common stock at a price of $0.075 per share for cash of $50,000 with warrants attached to purchase 1,739,130 shares of common stock; issued 4,733,334 shares of common stock at a price of $0.075 per share for cash of $355,000, with warrants attached to purchase 2,666,668 shares of common stock.

4. STOCK OPTIONS AND WARRANTS

On March 24, 2011, the Board of Directors of the Company granted non-qualified stock options for 236,667 shares of common stock to its employees, directors and consultants, agreements may provide. Notwithstanding any other provisions of the Option agreement, each Option expires on the date specified in the Option agreement, which date shall not be later than the fifth (5th) anniversary from the grant date of the options. The stock options vest at various times, and are exercisable for a period of five years from the date of grant at an exercise price of $4.05 per share, the market value of the Company’s common stock on the date of grant.

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

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

	3/31/2012
			Weighted
	Number		average
	of		exercise
	Options		price
Outstanding, beginning of period		236,667	$	4.05
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding, end of period		236,667	$	4.05
Exercisable at the end of period		180,441	$	3.15
Weighted average fair value of
options granted during the period			$	-

BIOSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

MARCH 31, 2012

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of options outstanding as of March 31, 2012 was as follows:

			Weighted	Weighted	Weighted
			Average	Average	Average
	Stock	Stock	Remaining	Exercise Price	Exercise Price
Exercisable	Options	Options	Contractual	of Options	of Options
Prices	Outstanding	Exercisable	Life (years)	Outstanding	Exercisable
$ 4.050	236,667	180,441	3.98

The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2012, related to the granting of these options is $133,596.

Warrants

During the three months ended March 31, 2012, the Company offered investors through a private placement, warrants to purchase 75,760 shares of common stock exercisable at a price between $0.66 and $0.70 per share within five years from the date of grant. Through a cashless exercise 500,402 warrants were exercised. As of March 31, 2012, 95,000 warrants are outstanding.

5.	SUBSEQUENT EVENT

Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following:

During April 2012, the Company issued 36,364 shares of common stock at a price of $0.55 per share, with warrants attached to purchase 72,728 shares of common stock over a five year period.

During April 2012, the Company issued 36,980 shares of common stock through a cashless exercise of 72,728 purchase warrants.

During May 2012, the Company received funds in the amount of $12,416 for a subscription receivable.

ITEM 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 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 in our annual report on Form 10-K Filed with the SEC on below and elsewhere in this annual report, and in other reports filed by us with the SEC

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report.

Overview

We are developing an innovative technology to produce bio-based materials from renewable plant sources that will reduce the cost per watt of Photovoltaic solar 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 solar cell 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, collectability of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Fair Value of Financial Instruments

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

Recently Issued Accounting Pronouncements

Management reviewed accounting pronouncements issued during the three months ended March 31, 2012 and no pronouncements were adopted during the period.

Results of Operations – Three Months Ended March 31, 2012 Compared to the Three Months Ended March 31, 2011

OPERATING EXPENSES

General and Administrative Expenses

General and administrative (“G&A”) expenses increased by $79,420 to $276,011 for the three months ended March 31, 2012, compared to $196,590 for the prior period March 31, 2011. This increase in G&A expenses was the result of an increase in non-cash stock compensation expense of $112,397 and an overall decrease in G&A expenses.

Research and Development

Research and Development (“R&D”) expenses increased by $20,807 to $33,994 for the three months ended March 31, 2012, compared to $13,187 for the prior period March 31, 2011. This overall increase in R&D expenses was the result of an increase in materials and supplies for samples and testing the product.

Net Loss

Our Net Loss increased by $(100,170) to $(312,172) for the three months ended March 31, 2012, compared to $(212,002) for the prior period March 31, 2011. The increase in Net Loss was due to the overall increase in non-cash stock compensation expense. Currently the Company is in its development stage and had no revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2012, we had $30,241 of working capital as compared to $65,697 for the year ended December 31, 2011. This decrease of $(35,456) was due primarily to an overall increase in accounts payable and accrued expenses.

During the three months ended March 31, 2012, the Company used $(118,408) of cash for operating activities, as compared to $(215,326) for the prior period March 31, 2011. The decrease of $(96,918) in the use of cash for operating activities was primarily due to an overall decrease in net loss, prepaid expenses, and accounts payable, with an increase in accrued expenses.

Cash used in investing activities for the three months ended March 31, 2012 was $(1,081), as compared to $0 for the prior period March 31, 2011. The overall net change of $1,081 in investing activities was primarily due to patent expenditures in the current period compared to $0 in the prior period.

Cash provided from financing activities was $129,799 for the three months ended March 31, 2012, as compared to $405,000 for the prior period March 31, 2011. Our capital needs have primarily been met from the proceeds of private placements, as we are currently in the development stage and had no revenues.

Our financial statements as of March 31, 2012 have been prepared under the assumption that we will continue as a going concern from inception (April 24, 2006) through March 31, 2012. Our independent registered public accounting firm has issued their report dated March 29, 2012 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 develop our products and thereafter focus our efforts on establishing markets in related sectors by 2013.

Our plan of operation within the next twelve months is to utilize our cash balances to fully commercialize our bio-based backsheet component (BioBacksheetTM) to replace the petroleum based backsheet in crystalline photovoltaic modules. In addition, we intend to further enhance test programs to determine the physical properties and characteristics that will be most suitable for the further development of biobased solar module components, and build solar panels, as we attempt to validate the commercial viability of our product. We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next four months. Management estimates that it will require additional cash resources during 2012, based upon its current operating plan and condition. We expect increased expenses during second half of 2012 as we ramp up sales and marketing efforts associated with gradual production volume increase. 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, result of operations, liquidity or capital expenditures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

n/a

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

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 29, 2012

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

During the three months ended March 31, 2012, the Company issued 187,594 shares of common stock for prices between $0.66 and $0.70 per share for $129,799 in cash.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).

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

EX-101.INS		XBRL Instance Document

EX-101.SCH		XBRL Taxonomy Extension Schema Document

EX-101.CAL		XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB		XBRL Taxonomy Extension Labels Linkbase

EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase

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 14, 2012.

	BIOSOLAR

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