NewHydrogen, Inc. - Quarter Report: 2014 June (Form 10-Q)

biosolar10q_07292014.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 JUNE 30, 2014

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-54819

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

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 xNo 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 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 July 30, 2014 was 10,460,088.

BIOSOLAR, INC.

INDEX

		Page
PART I: FINANCIAL INFORMATION		3
ITEM 1:	FINANCIAL STATEMENTS (Unaudited)	3
	Condensed Balance Sheets	3
	Condensed Statements of Operations	4
	Condensed Statement of Shareholders' Deficit	5
	Condensed Statements of Cash Flows	6
	Notes to the Condensed Financial Statements	7
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3 :	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4:	CONTROLS AND PROCEDURES	18
PART II: OTHER INFORMATION		19
ITEM 1	LEGAL PROCEEDINGS	19
ITEM 1A :	RISK FACTORS	19
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4	MINE SAFETY DISCLOSURES	19
ITEM 5	OTHER INFORMATION	19
ITEM 6:	EXHIBITS	20
SIGNATURES		20

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSOLAR, INC.

CONDENSED BALANCE SHEETS


	June 30, 2014			December 31, 2013
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash	$	78,163		$	158,350
Prepaid expenses		48,246			8,303

TOTAL CURRENT ASSETS		126,409			166,653

PROPERTY AND EQUIPMENT
Machinery and equipment		82,635			81,791
Less accumulated depreciation		(46,830	)		(42,996	)

NET PROPERTY AND EQUIPMENT		35,805			38,795

OTHER ASSETS
Patents		80,598			47,098
Deposit		770			770

TOTAL OTHER ASSETS		81,368			47,868

TOTAL ASSETS	$	243,582		$	253,316



LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	227		$	665
Accrued expenses		156,556			50,148
Derivative liability		558,541			361,170
Convertible promissory notes less debt discount of $152,753 and $152,928 respectively		224,247			194,072

TOTAL CURRENT LIABILITIES		939,571			606,055

SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value;
10,000,000 authorized common shares		-			-
Common stock, $0.0001 par value;
500,000,000 authorized common shares
10,460,088 and 9,041,281 shares issued and outstanding, respectively		1,046			904
Additional paid in capital		6,763,021			6,625,212
Accumulated deficit		(7,460,056	)		(6,978,855	)

TOTAL SHAREHOLDERS' DECIFIT		(695,989	)		(352,739	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	243,582		$	253,316

BIOSOLAR, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013

REVENUE	$	-		$	-		$	-		$	-

OPERATING EXPENSES
General and administrative expenses		112,500			137,808			268,545			320,774
Research and development		-			714			-			2,029
Depreciation and amortization		2,007			2,050			3,833			4,101

TOTAL OPERATING EXPENSES		114,507			140,572			272,378			326,904

LOSS FROM OPERATIONS BEFORE OTHER INCOME		(114,507	)		(140,572	)		(272,378	)		(326,904	)

TOTAL OTHER INCOME/(EXPENSES)
Interest income		7			18			19			19
Loss on change in derivative liability		(157,883	)		(31,699	)		(112,879	)		(239,441	)
Interest expense		(32,831	)		(71,202	)		(95,963	)		(106,353	)

TOTAL OTHER INCOME/(EXPENSES)		(190,707	)		(102,883	)		(208,823	)		(345,775	)


NET LOSS	$	(305,214	)	$	(243,455	)	$	(481,201	)	$	(672,679	)


BASIC AND DILUTED LOSS PER SHARE	$	(0.03	)	$	(0.03	)	$	(0.05	)	$	(0.10	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		10,205,267			7,147,263			9,894,387			6,592,300

BIOSOLAR, INC.

CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2014


									Additional
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance at December 31, 2013		-	$	-		9,041,281	$	904	$	6,625,212	$	(6,978,855	)	$	(352,739	)

Issuance of common shares for converted promissory notes		-		-		1,418,807		142		105,382		-			105,524

Stock based compensation		-		-		-		-		32,427		-			32,427

Net loss for the six months ended June 30, 2014		-		-		-		-		-		(481,201	)		(481,201	)

Balance at June 30, 2014 (Unaudited)		-	$	-		10,460,088	$	1,046	$	6,763,021	$	(7,460,056	)	$	(695,989	)

BIOSOLAR, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(Unaudited)


	Six Months Ended
	June 30, 2014			June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(481,201	)	$	(672,679	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense		3,833			4,101
Stock based compensation		32,427			75,628
Beneficial conversion feature		-			(4,584	)
Loss on change in derivative liability		112,879			239,441
Amortization of debt discount recognized as interest expense		84,667			105,059
Changes in Assets and Liabilities
(Increase) Decrease in:
Prepaid expenses		(39,943	)		(12,178	)
Increase (Decrease) in:
Accounts payable		(438	)		743
Accrued expenses		111,933			82,044

NET CASH USED IN OPERATING ACTIVITIES		(175,843	)		(182,425	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(844	)		-
Patent expenditures		(33,500	)		(455	)

NET CASH USED IN INVESTING ACTIVITIES		(34,344	)		(455	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible promissory notes		130,000			152,500
Proceeds from issuance of common stock, net of issuance cost		-			111,050

NET CASH PROVIDED IN FINANCING ACTIVITIES		130,000			263,550

NET INCREASE/(DECREASE) IN CASH		(80,187	)		80,670

CASH, BEGINNING OF PERIOD		158,350			42,942

CASH, END OF PERIOD	$	78,163		$	123,612

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	529		$	-
Taxes paid	$	-		$	-

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
Accrued salaries exhcanged for promissory notes	$	-		$	242,000
Common stock issued for debt	$	105,524		$	78,000

BIOSOLAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS – (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2014

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 six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. 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, 2013.

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has not generated 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 received a purchase order from a specialty PV manufacturer during 2013, and expects to receive additional orders during 2014. The Company has historically obtained funds from its shareholders since its inception through the six months ended June 30, 2014. Management believes existing shareholders and prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and to allow the development of its business. There is no assurance that the Company will be able to continue raising the required capital for its operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company are 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.

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 not had significant revenues.

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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates.

Intangible Assets

Intangible assets consist of patents that are initially measured at the lower of cost or fair value. The patents are deemed to have an indefinite life and are not amortized. The patents are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified.

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period).

Compensation expense for options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted to non-employees is re-measured each period.

BIOSOLAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS – (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2014

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life.

Loss per Share Calculations

Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the six months ended June 30, 2014, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 736,667 exercisable options and 245,000 warrants for the six months ended June 30, 2014.

Fair Value of Financial Instruments

Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2014, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

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

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

·	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2014:


Derivative Liability	$	558,541	$	-	$	-	$	558,541

Total liabilities measured at fair value	$	558,541	$	-	$	-	$	558,541

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Beginning balance as of January 1, 2014	$	361,170
Fair value of derivative liabilities issued		84,492
Loss on change in derivative liability, Net		112,879
Ending balance as of June 30, 2014	$	558,541

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements

Management has reviewed recently issued accounting pronouncements and has adopted the following;

On June 10, 2014, the Company adopted the amendment to (Topic 915) Development Stage Entities, for the elimination of certain disclosures currently required under U.S. generally accepted accounting principles (GAAP) in the financial statements for development stage entities. The amendment removes the definition of a development stage entity, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. The Company has eliminated the inception-to-date information in the statements of income, cash flows, and shareholder equity. The financial statements are no longer labeled as a development stage entity, and no disclosure is required for a description of the development stage activities the entity is engaged or when they are no longer a development stage entity. The Company does not believe the accounting standards currently adopted will have a material effect on the accompanying condensed financial statements.

On June 19, 2014, the Company adopted the amendment to (Topic 718) Stock Compensation: Accounting for Share-Based Payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The amendment for accounting for share based payments, when an award provides that a performance target that affects vesting could be achieved after an employee completes the requisite service period shall be accounted for as a performance condition. The performance target shall not be reflected in estimating the fair value of the award at the grant date, and compensation cost shall be recognized in the period in which it becomes probable that the performance target will be achieved and will represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost shall be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period shall reflect the number of awards that are expected to vest and shall be adjusted to reflect the awards that ultimately vest. The Company does not believe the accounting standards currently adopted will have a material effect on the accompanying condensed financial statements.

3. CAPITAL STOCK

During the six months ended June 30, 2014, the Company issued 1,418,807 shares of common stock at prices ranging from $0.046 to $0.10, upon conversion of $100,000 in convertible promissory notes, including $5,524 in accrued interest.

4. STOCK OPTIONS AND WARRANTS

During the six months ended June 30, 2014, the Company did not grant any stock options.


			Weighted
	Number		average
	of		exercise
	Options		price
Outstanding, January 1, 2014		836,667	$	1.43
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding, June 30, 2014		836,667	$	1.43
Exercisable at June 30, 2014		736,667	$	1.57

BIOSOLAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS – (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2014

4. STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of options outstanding as of June 30, 2014 was as follows:

						Weighted
						Average
		Stock		Stock		Remaining
Exercisable		Options		Options		Contractual
Prices		Outstanding		Exercisable		Life (years)
$	4.05		236,667		236,667		1.73
	0.40		600,000		500,000		3.67
Total			836,667		736,667

The stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2014 and 2013, related to the granting of these options was $32,427 and 75,628, respectively.

Warrants

During the six months ended June 30, 2014, the Company did not issue any warrants. As of June 30, 2014, 245,000 warrants are outstanding. The term of the warrants are 5 years with 95,000 warrants expiring in October 2016 and 150,000 warrants expiring in October 2017.


			Weighted
	Number		average
	of		exercise
	Warrants		price
Outstanding, January 1, 2014		245,000	$	0.97
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding, June 30, 2014		245,000	$	0.97
Exercisable at June 30, 2014		245,000	$	0.97

5. CONVERTIBLE PROMISSORY NOTES

On January 18, 2013, the Company entered into a securities purchase agreement for the sale of 10% convertible promissory note in the aggregate principal amount of $80,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received an advance of $10,000. On April 16, 2013, the Company received an additional advance of $25,000. The total advances received were $35,000, of which principal in the amount of $10,000, and $687 in accrued interest was converted into 106,877 shares of common stock at fair value of $0.43 per share on September 29, 2013, leaving a balance of $25,000. During the month of July 2013, the Company extended the maturity date of the note from six (6) months to eighteen (18) months from the effective date of each advance. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of a) $0.40 per share b) fifty percent (50%) of the lowest trading price of common stock recorded on any trade day after the effective date, or c) the lowest effective price per share granted after the effective date. The fair value of the notes has been determined by using Black-Scholes pricing model with an expected life of more than a year. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $4,916 during the six months ended June 30, 2014.

On March 1, 2013, the Company entered into a securities purchase agreement, providing for the sale by the Company of a 10% unsecured Convertible Note in the aggregate principal amount of $100,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received advances of $35,000 during the year ended December 31, 2013. The note was amended on February 24, 2014, and was extended for six (6) months. The note matures on August 28, 2014. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.20 per share or fifty percent (50%) of the lowest trading price recorded on any trade day after the effective date. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of less than a year. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $6,609 during the six months ended June 30, 2014.

BIOSOLAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS – (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2014

5. CONVERTIBLE PROMISSORY NOTES (Continued)

On June 5, 2013, the Company issued two 5% convertible promissory notes in exchange for services rendered by the Company’s Chief Executive Officer ($114,000) and Chief Technology Officer ($128,000) in the aggregate amount of $242,000. On March 5, 2014, the Company issued 694,191 upon partial conversion of principal in the aggregate amount of $55,000, plus accrued interest of $2,063, leaving a remaining balance of $187,000. The notes are convertible into shares of common stock of the Company at a conversion price equal to the lesser of $0.24 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The notes mature two (2) years from their effective dates. The fair value of the notes has been determined by using the Black-Scholes pricing model with an expected life of two (2) years. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $43,736 during the six months ended June 30, 2014.

On June 21, 2013, the Company entered into a securities purchase agreement for the sale of a 10% convertible promissory note in the aggregate principal amount of $100,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received advances of $45,000 during the year ended December 31, 2013. During the six months ended June 30, 2014, the Company issued 724,616 shares of common stock upon conversion of the note for principal in the amount of $45,000, plus accrued interest of $3,462. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $23,603 during the six months ended June 30, 2014.

On May 2, 2014, the Company entered into a securities purchase agreement, providing for the sale by the Company of a 10% unsecured Convertible Note in the aggregate principal amount of $500,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received an advance of $50,000. On June 12, 2014, the Company received an additional advance of $80,000. The note matures from the effective date of each advance. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.25 per share or fifty percent (50%) of the three (3) lowest trading prices recorded on any trade day after the effective date. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of eighteen (18) months. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $5,199 during the six months ended June 30, 2014.

We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations.

6. DERIVATIVE LIABILITIES

The convertible notes issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. At December, 31, 2013, the outstanding fair value of the convertible notes accounted as derivative liabilities amounted to $361,170.

During the six months ended June 30, 2014, approximately $100,000 convertible notes were converted. As a result of the conversion of these notes, the Company recorded a gain of $109,504 due to the extinguishment of the corresponding derivative liability. Furthermore, during the six months ended June 30, 2014, the Company recognized a loss of $222,383 to account for the change in fair value of the derivative liabilities. At June 30, 2014, the fair value of the derivative liability was $558,541.

For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows:

Risk free interest rate	0.04% - 0.42%
Stock volatility factor	65.07% - 274.85%
Weighted average expected option life	6 months - 2 years
Expected dividend yield	None

BIOSOLAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS – (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2014

7.	COMMITMENTS AND LITIGATIONS

The Company entered into an agreement with a non-profit organization to perform research activities for a period from July 1, 2014 through June 30, 2015. The cost shall not exceed $139,617. The Company has a commitment to pay quarterly installments of $34,904 due on or before July 1, 2014, October 1, 2014, January 1, 2015 and April 1, 2015. During the period ended June 30, 2014, the Company prepaid $34,904 for the first installment.

8. SUBSEQUENT EVENT

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

On July 21, 2014, the Company received an additional advance on a promissory note in the amount of $50,000.

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

Special Note on Forward-Looking Statements.

Certain statements in “Management’s Discussion and Analysis or Plan of Operation” below, and elsewhere in this quarterly 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 quarterly 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 March 24, 2014, 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 innovative technologies to reduce the cost per watt of electricity produced by Photovoltaic solar modules. 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 module 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 PV solar module 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 PV 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, 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 has reviewed recently issued accounting pronouncements and has adopted the following;

Results of Operations – Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013

OPERATING EXPENSES

General and Administrative Expenses

General and administrative (“G&A”) expenses decreased by $25,308 to $112,500 for the three months ended June 30, 2014, compared to $137,808 for the prior period June 30, 2013. This decrease in G&A expenses was the result of an increase in payroll tax expense of $16,559, with a decrease in non-cash stock compensation expense of $19,321, salaries in the amount of $13,200, professional fees of $6,760, and an overall decrease of $2,586 in G&A expenses.

Research and Development

Research and Development (“R&D”) expenses decreased by $714 to $0 for the three months ended June 30, 2014, compared to $714 for the prior period ended June 30, 2013. This overall decrease in R&D expenses was the result of focusing on bringing the product to market.

Other Income/(Expenses)

Other income and (expenses) increased by $87,824 to $190,707 for the three months ended June 30, 2014, compared to $102,883 for the prior period ended June 30, 2013. The decrease was the result of a decrease in interest income of $11, amortization of debt discount in the amount of $40,392, with an increase in the change in fair value of the derivative instruments of $126,184, and an increase in interest expense in the amount of $2,021. The decrease in other income and (expenses) was due to the Company entering into debt financing through the issuance of convertible promissory notes.

Net Loss

Our net loss increased by $61,759 to $305,215 for the three months ended June 30, 2014, compared to $243,455 for the prior period ended June 30, 2013. The increase in net loss was due to an increase in other income (expenses), and an overall decrease in operating expenses. The Company has not generated any revenues.

Results of Operations – Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

OPERATING EXPENSES

General and Administrative Expenses

G&A expenses decreased by $52,229 to $268,545 for the six months ended June 30, 2014, compared to $320,774 for the prior period June 30, 2013. This decrease in G&A expenses was the result of an increase in payroll tax expense of $15,431, with a decrease in non-cash stock compensation expense of $43,201, salaries in the amount of $13,200, professional fees of $5,762, and an overall decrease of $5,497 in G&A expenses.

Research and Development

R&D expenses decreased by $2,029 to $0 for the six months ended June 30, 2014, compared to $2,029 for the prior period ended June 30, 2013. This overall decrease in R&D expenses was the result of focusing on bringing the product to market.

Other Income/(Expenses)

Other income and (expenses) decreased by $136,952 to $208,823 for the six months ended June 30, 2014, compared to $345,775 for the prior period ended June 30, 2013. The decrease was the result of a decrease in amortization of debt discount in the amount of $15,808, with a decrease in the net change in fair value of the derivative instruments of $126,562, and an increase in interest expense in the amount of $5,418. The decrease in other income and (expenses) was due to the Company entering into debt financing with convertible promissory notes.

Net Loss

Our net loss decreased by $191,478 to $481,201 for the six months ended June 30, 2014, compared to $672,679 for the prior period ended June 30, 2013. The decrease in net loss was due to a decrease in other income (expenses), and an overall decrease in operating expenses. Currently the Company had no revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2014, we had a capital deficit of $813,162 compared to capital deficit of $439,402 for the year ended December 31, 2013. This increase in capital deficit of $373,760 was due primarily to an increase in prepaid expenses, accrued expenses, the issuance of convertible promissory notes and the resultant increase in derivative liability, with a decrease in accounts payable.

During the six months ended June 30, 2014, we used $175,843 of cash for operating activities, as compared to $182,425 for the prior period ended June 30, 2013. The decrease of $6,582 in the use of cash for operating activities was primarily due to an overall decrease in net loss, accounts payable, and non cash net change in derivative liability, amortization of debt discount, and stock compensation, with an increase in prepaid expenses, and accrued expenses.

Cash used in investing activities for the six months ended June 30, 2014 was $34,344, as compared to $455 for the prior period ended June 30, 2013. The overall net change of $33,889 in investing activities was primarily due to increase in patent expenditures and the purchase of fixed assets for the current period compared to the prior period.

Cash provided from financing activities was $130,000 for the six months ended June 30, 2014, as compared to $263,550 for the prior period June 30, 2013. Our capital needs have primarily been met from the proceeds of private placements, as we are currently in the development stage and have not generated any revenues since inception.

We have a material commitment for capital expenditures in the form of a sponsored research agreement with University of California Santa Barbara during the next twelve months. Although proceeds from our financing activities are currently sufficient to fund our operating expenses through the next four months, we will need to raise additional funds in the future so that we can expand our operations. Therefore, our future operations are dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, or experience unexpected cash requirements that would force us to seek additional financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

We believe that we have assets to ensure that we can continue to operate without liquidation over the next four months, due to our cash on hand, and our ability in the past to raise money from our investor base. Based on the aforesaid, we believe we have the ability to continue our operations for the next twelve months and will be able to realize assets and discharge liabilities in the normal course of our operations.

Our financial statements as of June 30, 2014 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued their report dated May 7, 2014 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 revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. Our 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 innovative technologies that will reduce the cost per watt of electricity generated by Photovoltaic solar modules. We have developed BioBacksheetTM, our first commercially available product, and we are currently focusing on developing additional technologies and products in related sectors by 2015.

Our plan of operation within the next six 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 will further develop related PV technologies and 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 four months. Management estimates that it will require additional cash resources during 2014, 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, 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, or person performing similar functions, 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 second 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 24, 2014.

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

None

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 August 1, 2014.

	BIOSOLAR

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