10QSB 1 v092940_10qsb.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB

(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, 2007

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER 333-138910

BIOSOLAR, INC.
(Exact name of small business issuer as specified in its charter)

Nevada
20-4754291
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.) 
  
(Address of principal executive offices)

(661) 251-0001
(Issuer’s telephone number)

WITH COPIES TO:

Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Flr.
New York, New York 10006
(212) 930-9700

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: as of November 5, 2007, the issuer had 130,326,777 outstanding shares of Common Stock.

Transitional Small Business Disclosure Format (check one): Yes o No x

 
TABLE OF CONTENTS

 
Page
PART I - FINANCIAL INFORMATION
  
   
Item 1. Financial Statements
  1
 Balance Sheet
  2
 Statements of Operations
  3
 Statements of Cash Flows
  4
 Notes to Financial Statements
  5
Item 2. Management’s Discussion and Analysis or Plan of Operation
8
Item 3. Controls and Procedures
  11
   
PART II - OTHER INFORMATION
  
Item 1. Legal Proceedings
  11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  11
Item 3. Defaults Upon Senior Securities
  12
Item 4. Submission of Matters to a Vote of Security Holders
  12
Item 5. Other Information
 12
Item 6. Exhibits and Reports on Form 8-K
  12
   
SIGNATURES
  
 
 
PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 
BIOSOLAR, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2007
 
1

BIOSOLAR, INC.
(A Development Stage Company)
Balance Sheet
September 30, 2007
(Unaudited)
 

ASSETS
      
CURRENT ASSETS
      
Cash & Cash Equivalents
  
$
148,115
  
Certificates of Deposits
    
646,503
 
Prepaid Expenses
    
92,483
 
Total Current Assets
    
887,101
 
         
PROPERTY & EQUIPMENT
        
Computer
    
1,978
 
Less: Accumulated Depreciation
    
(1,029
)
Net Property and Equipment
    
949
 
         
OTHER ASSETS
        
Deposit
    
770
 
TOTAL ASSETS
  
$
888,820
  
         
         
         
LIABILITIES AND SHAREHOLDERS' EQUITY
        
TOTAL CURRENT LIABILITIES
        
Accrued Expenses
  
$
1,025
  
         
SHAREHOLDERS' EQUITY EQUITY
        
Common Stock, $0.0001 par value;
        
500,000,000 authorized common shares
       
129,097,777 shares issued and outstanding
    
12,910
 
Additional Paid in Capital
    
1,583,718
 
Deficit Accumulated during the Development Stage
    
(708,833
)
TOTAL SHAREHOLDERS' EQUITY
    
887,795
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  
$
888,820
  
 
The accompanying Notes are an integral part of these Financial Statements.
 
2
 
BIOSOLAR, INC.
(A Development Stage Company)
Statements of Operations
September 30, 2007
(Unaudited)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
From Inception
April  24, 2006
through
 
 
From Inception
April 24, 2006
through
 
 
 
 
September 30, 2007
 
 
September 30, 2006
 
 
September 30, 2007
 
 
September 30, 2006
 
 
September 30, 2007
  
                                 
REVENUE
   $ 
-
  $ 
-
  $ 
-
  $ 
-
  $ 
-
 
                                 
COST & ADMINISTRATIVE EXPENSES
                                
Salaries
   
52,500
   
36,000
   
124,500
   
48,000
   
208,500
 
Professional & consulting fees
    
23,731
   
12,362
   
88,156
   
72,462
   
231,505
 
Research & development
    
50,620
   
-
   
150,624
   
-
   
167,314
 
Depreciation
    
-
   
-
   
633
   
-
   
1,029
 
Rent
    
1,527
   
1,485
   
4,581
   
2,475
   
8,541
 
Payroll taxes
    
3,411
   
2,754
   
9,273
   
3,966
   
15,993
 
Office expense
    
679
   
583
   
1,999
   
1,124
   
3,837
 
Advertising
    
3,950
   
-
   
6,845
   
500
   
7,345
 
Automobile expense
    
501
   
-
   
1,661
   
204
   
2,133
 
Insurance
    
4,829
   
204
   
14,507
   
-
   
14,915
 
Marketing expenses
    
29,933
   
13,300
   
29,933
   
13,300
   
45,776
 
Meals & entertainment
    
623
   
-
   
1,458
   
-
   
1,667
 
Printing & production expense
    
23
   
2,628
   
74
   
2,628
   
2,702
 
Professional development
    
6,981
   
1,640
   
17,242
   
1,640
   
18,881
 
Taxes & licenses
    
200
   
2,325
   
1,459
   
12,576
   
16,163
 
Telephone expense
    
659
   
222
   
1,500
   
633
   
2,328
 
Travel expense
    
5,127
   
233
   
12,059
   
233
   
13,640
 
                                 
TOTAL OPERATING EXPENSES
    
185,294
   
73,736
   
466,504
   
159,741
   
762,269
 
                                 
LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)
    
(185,294
)
  
(73,736
)
  
(466,504
)
  
(159,741
)
  
(762,269
)
                                 
TOTAL OTHER INCOME/(EXPENSE)
                                
Interest income
    
9,075
   
6,617
   
32,032
   
6,617
   
53,436
 
                                 
NET LOSS
  
$
(176,219
)
$
(67,119
)
$
(434,472
)
$
(153,124
)
$
(708,833
)
                                 
                                 
BASIC AND DILUTED LOSS PER SHARE
  
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
      
                                 
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
                                
BASIC AND DILUTED
    
128,670,494
   
124,377,379
   
128,595,762
   
126,850,647
       
 
 
The accompanying Notes are an integral part of these Financial Statements.

 
3
 
BIOSOLAR, INC.
(A Development Stage Company)
Statement of Shareholders' Equity
September 30, 2007


                
Deficit
     
                
Accumulated
      
           
 Additional
  
during the
      
   
Common stock
  
 Paid-in
  
Development
      
   
Shares
  
Amount
 
 Capital
 
Stage
  
Total
 
Balance at December 31, 2006
 
    
128,557,777
  
$
12,856
  
$
1,441,172
  
$
(274,361
)
$
1,179,667
  
Issuance of common shares in September 2007 for cash
(250,000 common shares issued at $0.20 per share ) (unaudited)
 
    
250,000
    
25
   
49,975
   
—
    
50,000
 
Issuance of common shares in September 2007 for cash
(50,000 common shares issued at $0.20 per share ) (unaudited)
 
    
50,000
    
5
   
9,995
   
—
    
10,000
 
Issuance of common shares in September 2007 for services
(100,000 common shares issued at $0.35 per share ) (unaudited)
 
    
100,000
    
10
   
34,990
   
—
    
35,000
 
Issuance of common shares in September 2007 for services
(100,000 common shares issued at $0.26 per share ) (unaudited)
 
    
100,000
    
10
   
25,990
   
—
    
26,000
 
Issuance of common shares in September 2007 for services
(40,000 common shares issued at $0.54 per share ) (unaudited)
 
    
40,000
    
4
   
21,596
   
—
    
21,600
 
Net Loss for the nine months ended September 30, 2007 (unaudited)
 
    
—
    
—
    
—
    
(434,472
)
  
(434,472
)
Balance at September 30, 2007 (unaudited)
    
129,097,777
  
$
12,910
  
$
1,583,718
  
$
(708,833
)
$
887,795
  
 
The accompanying Notes are an integral part of these Financial Statements.
 
4
 
BIOSOLAR, INC.
(A Development Stage Company)
Statements of Cash Flows
September 30, 2007
(Unaudited)

   
Nine Months Ended
September 30, 2007
  
From Inception
April 24, 2006
through
September 30, 2006
  
From Inception
April 24, 2006
through
September 30, 2007
  
CASH FLOWS FROM OPERATING ACTIVITIES:
              
Net loss
  
$
(434,472
)
$
(153,124
)
$
(708,833
)
Adjustment to reconcile net loss to net cash
                    
used in operating activities
                    
Depreciation expense
    
633
   
—
    
1,029
 
(Increase) Decrease in:
                    
Prepaid expenses
    
(9,115
)
  
(972
)
  
(9,883
)
Deposits
    
—
    
(770
)
  
(770
)
Increase (Decrease) in:
                    
Accounts Payable
    
(37,179
)
  
5,058
   
—
  
Accrued Expenses
    
1,025
   
—
    
1,025
 
Credit Card Payable
    
(2,917
)
  
—
    
—
  
NET CASH USED IN OPERATING ACTIVITIES
    
(482,025
)
  
(149,808
)
  
(717,432
)
                     
NET CASH FLOWS USED IN INVESTING ACTIVITIES:
                    
Purchase of Equipment
    
—
    
—
    
(1,978
)
Investment in Certificate of Deposits
    
369,401
   
(1,003,270
)
  
(646,503
)
NET CASH (USED)/PROVIDED BY INVESTING ACTIVITIES
    
369,401
   
(1,003,270
)
  
(648,481
)
                     
NET CASH FLOWS FROM FINANCING ACTIVITIES:
                    
Proceeds from issuance of common stock
    
60,000
   
1,409,028
   
1,514,028
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    
60,000
   
1,409,028
   
1,514,028
 
NET INCREASE (DECREASE) IN CASH
    
(52,624
)
  
255,950
   
148,115
 
                     
CASH, BEGINNING OF PERIOD
    
200,739
   
—
    
—
  
CASH, END OF PERIOD
    
148,115
 
$
255,950
    
148,115
 
                     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                    
Interest paid
  
$
—
  
$
—
  
$
—
  
Taxes paid
  
$
800
  
$
—
  
$
800
  
                     
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
                    
During the nine months ended September 30, 2007, the Company
                    
issued 240,000 shares of common stock for prepaid services at a fair
                    
value of $82,600.
                    
 
The accompanying Notes are an integral part of these Financial Statements.

5
 
BIOSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2007

1.
ORGANIZATION AND LINE OF BUSINESS

Organization

BioSolar, Inc. (the "Company") was incorporated in the state of Nevada on April 24, 2006. The Company, based in Santa Clarita, California, began operations on April 25, 2006 to develop and market a solar cell technology .

The accompanying interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the audited financial statements for the period ended December 31, 2006 and the notes thereto included in the Company’s Report.

Line of Business

The company is currently in the stage of developing a technology to produce bioplastic materials from renewable plant resources that will reduce the cost per watt of Photovaltaic solar cells. The company's bio-based plastics backsheets, substrates, superstrates, module and panel components will be marketed in Photovoltaic manufacturing sector.

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 has been in its initial stages of formation and for the nine months ended September 30, 2007, had insignificant revenues. FASB #7 defines a development stage activity as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

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

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

6
 
BIOSOLAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2007

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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
The Company adopted Statement of Financial Standards (“SFAS”) No. 128 for the calculation of “Loss per Share”. SFAS No. 128 dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share 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 nine months ended September 30, 2007 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

3.
CAPITAL STOCK

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

4.
SUBSEQUENT EVENTS
 
During October 2007, the Company issued 1,229,000 shares of common stock at a purchase price of $0.20 per share 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.

7

Item 2.  Management’s Discussion and Analysis or Plan of Operation.
 
Certain statements contained herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.

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

We are focusing our research and product development efforts on producing bio-based plastics 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 plastic backsheets, substrates, superstrates, module, panel components, and the eventual expansion of such products to the building materials.
 
We were incorporated in the State of Nevada on April 24, 2006, as BioSolar Labs, Inc. Our name was changed to BioSolar, Inc. on June 8, 2006. Our principal executive offices are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387, and our telephone number is (661) 251-0001. Our fiscal year end is December 31.

Application of Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.
 
8

Use of Estimates

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

Fair Value of Financial Instruments

Our cash, cash equivalents, investments, accounts receivable and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments.
 
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, Share-based Payment. SFAS 123R revises SFAS 123 and supersedes APB 25. SFAS 123R will be effective for the year ending December 31, 2006, and applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. Under SFAS 123R, we will be required to follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. The adoption of SFAS 123R will not have a material impact on our results of operations.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued two FASB Staff Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting for Income Taxes" to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. Neither of these affected us as it does not participate in the related activities.
 
In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections.” This new standard replaces APB Opinion No. 20, “Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,” and represents another step in the FASB’s goal to converge its standards with those issued by the IASB. Among other changes, Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. We have evaluated the impact of the adoption of Statement 154 and do not believe the impact will be significant to our overall results of operations or financial position.
Results of Operations for the Three and Nine Months Ended September 30, 2007 and 2006

General and Administrative Expenses

General and administrative (“G&A”) expenses increased by $60,938 or 82.64%, to $134,674 for the three months ended September 30, 2007 compared to the prior period. G&A expenses increased by $156,139 or 97.75%, to $315,880 for the nine months ended September 30, 2007 compared to the prior period. This increase in G&A expenses was the result of an increase in salaries and professional fees.

9
 
Research and Development

Research and Development (“R&D”) costs increased by $50,620 for the three months ended September 30, 2007 compared to the prior period. R&D cost increased by $150,624 for the nine months ended September 30, 2007 compared to the prior period. This increase in R&D costs was the result of a testing of product alternatives, and construction of prototypes.

Net Loss

Net Loss increased by $109,100, or 162.55%, to $176,219 for the three months ended September 30, 2007, compared to the prior period. Net Loss increased by $281,348, or 183.74% to $434,472 for the nine months ended September 30, 2007 compared to the prior period. This increase in Net Loss was the result of a increase in G&A and R&D costs. Currently the Company is in its development stage and had insignificant revenues

Liquidity and Capital Resources
 
As of September 30, 2007, we had $886,076 of working capital as compared to $1,255,134 from inception (April 24, 2006) through the period ended September 30, 2006. This decrease of $369,058 was due primarily to use of funds for research and development, salaries and professional fees.

Cash flow used in operating activities was $482,025 for the nine months ended September 30, 2007 as compared to cash used of $149,808 from inception (April 24, 2006) through the period ended September 30, 2006. This increase of $332,217 was primarily attributable to an increase in research and development, and operating expenses.

Cash provided by investing activities was $369,401 for the nine months ended September 30, 2007 as compared to cash used of $1,003,270 from inception (April 24, 2006) through the period ended September 30, 2006. The decrease of cash used in investing activities was primarily due to a decrease in investing in certificates of deposits.

Cash provided from financing activities relating to the issuance of common stock during the nine months ended September 30, 2007 was $60,000 as compared to $1,409,028 from inception (April 24, 2006) through the period ended September 30, 2006. The Company’s capital needs have primarily been met from the proceeds of private placements since its inception.

PLAN OF OPERATION AND FINANCING NEEDS
 
We are engaged in the development of new and innovative technology to produce bio-based plastic materials with the intent to reduce the cost per watt of solar cells that convert sun light into electrical energy. We plan to develop bio-based backsheets, substrates, superstrate layer, module, panel components, and thereafter focus our efforts on establishing markets in the building materials.
 
Our plan of operation within the next twelve months is to utilize our cash balances to develop our new and innovative technology to produce bio-based plastic backsheets and substrates to reduce the cost of solar cells that convert sun light into electrical energy. In addition, during the next twelve months we plan to commence a test program to determine the physical properties and characteristics that will be most suitable for commercially available solar cell devices, and build prototype solar cells, as we attempt to validate the commercial viability of 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 twelve months. Management estimates that it will require additional cash resources during 2008, based upon its current operating plan and condition. We will be investigating additional financing alternatives, including equity and/or debt financing. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds during the next twelve months, we may be forced to reduce the size of our organization, which could have a material adverse impact on, or cause us to curtail and/or cease, the development of our products.
 
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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.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of September 30, 2007, our Chief Executive Officer and Acting Chief Financial Officer has concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of September 30, 2007, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls. During our last fiscal quarter there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 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 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
During the three months ended September 30, 2007, the Company issued 300,000 shares of common stock at a price of $0.20 per share.
 
All of the above offerings and sales were deemed or determined by Biosolar, Inc. to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Biosolar, Inc. or executive officers of Biosolar, Inc., and transfer was restricted by Biosolar, Inc. in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment.
 
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Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders during the period covered by this report.

Item 5.  Other Information.

None.

Item 6.
Exhibits.

Description
 
 
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)
 
 
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).
 
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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
  BIOSOLAR, INC.
 
 		  
 		  
 
Dated: November 13, 2007 By:   /s/ David Lee
 
DAVID LEE
CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER)
AND ACTING CHIEF FINANCIAL OFFICER (PRINCIPAL ACCOUNTING
AND FINANCIAL OFFICER)