Nevada
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20-4754291
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
|
PART
I: FINANCIAL INFORMATION
|
|
|
ITEM
1:
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FINANCIAL
STATEMENTS (Unaudited)
|
3
|
|
Balance
Sheets
|
4
|
|
Statements
of Operations
|
5
|
Statement of Shareholders' Equity |
6
|
|
|
Statements
of Cash Flows
|
7
|
|
Notes
to the Financial Statements
|
8
|
ITEM
2:
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
10
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ITEM
3 :
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
13
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ITEM
4:
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CONTROLS
AND PROCEDURES
|
13
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PART
II: OTHER INFORMATION
|
|
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Item
1
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LEGAL
PROCEEDINGS
|
13
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ITEM
1A :
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RISK
FACTORS
|
13
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ITEM
2
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
13
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ITEM
3
|
DEFAULTS
UPON SENIOR SECURITIES
|
14
|
ITEM
4
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
14
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ITEM
5
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OTHER
INFORMATION
|
14
|
ITEM
6:
|
EXHIBITS
|
14
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SIGNATURES
|
|
15
|
(Unaudited)
|
|||||||
March 31, 2008
|
December 31, 2007
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
& cash equivalents
|
$
|
115,997
|
$
|
340,484
|
|||
Certificates
of deposits
|
661,126
|
653,867
|
|||||
Other
receivable
|
12,676
|
-
|
|||||
Prepaid
Expenses
|
69,174
|
80,332
|
|||||
Total
Current Assets
|
858,973
|
1,074,683
|
|||||
PROPERTY
& EQUIPMENT
|
|||||||
Computer
|
1,978
|
1,978
|
|||||
Less:
Accumulated Depreciation
|
(1,124
|
)
|
(1,029
|
)
|
|||
Net
Property and Equipment
|
854
|
949
|
|||||
OTHER
ASSETS
|
|||||||
Patents
|
18,760
|
770
|
|||||
Deposit
|
770
|
7,265
|
|||||
Total
Other Assets
|
19,530
|
8,035
|
|||||
TOTAL
ASSETS
|
$
|
879,357
|
$
|
1,083,667
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
TOTAL
CURRENT LIABILITIES
|
|||||||
Accounts
Payable
|
$
|
-
|
$
|
9,612
|
|||
Accrued
Expenses
|
4,931
|
995
|
|||||
TOTAL
LIABILITIES
|
4,931
|
10,607
|
|||||
SHAREHOLDERS'
EQUITY EQUITY
|
|||||||
Common
Stock, $0.0001 par value; 500,000,000 authorized common shares 131,706,777
shares issued and outstanding
|
13,170
|
13,170
|
|||||
Additional
Paid in Capital
|
2,181,958
|
2,181,958
|
|||||
Deficit
Accumulated during the Development Stage
|
(1,320,702
|
)
|
(1,122,068
|
)
|
|||
TOTAL
SHAREHOLDERS' EQUITY
|
874,426
|
1,073,060
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
879,357
|
$
|
1,083,667
|
From Inception
|
||||||||||
April 24, 2006
|
||||||||||
Three Months Ended
|
through
|
|||||||||
March 31, 2008
|
March 31, 2007
|
March 31, 2008
|
||||||||
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
OPERATING
EXPENSES
|
||||||||||
Selling
and marketing expenses
|
48,178
|
10,284
|
368,800
|
|||||||
General
and administrative expenses
|
125,126
|
85,566
|
777,556
|
|||||||
Research
& Development
|
33,628
|
27,291
|
243,661
|
|||||||
Depreciation
and amortization
|
95
|
633
|
1,165
|
|||||||
TOTAL
OPERATING EXPENSES
|
207,027
|
123,774
|
1,391,182
|
|||||||
LOSS
FROM OPERATIONS BEFORE OTHER INCOME
|
(207,027
|
)
|
(123,774
|
)
|
(1,391,182
|
)
|
||||
TOTAL
OTHER INCOME
|
||||||||||
Interest
income
|
8,393
|
12,895
|
70,480
|
|||||||
NET
LOSS
|
(198,634
|
)
|
(110,879
|
)
|
$
|
(1,320,702
|
)
|
|||
BASIC
AND DILUTED LOSS PER SHARE
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
WEIGHTED-AVERAGE
COMMON SHARES OUTSTANDING BASIC AND DILUTED
|
131,706,777
|
128,557,777
|
Deficit
|
||||||||||||||||
Accumulated
|
||||||||||||||||
Additional
|
during the
|
|||||||||||||||
Common stock
|
Paid-in
|
Development
|
||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||
Balance
at December 31, 2007
|
131,706,777
|
$
|
13,170
|
$
|
2,181,958
|
$
|
(1,122,068
|
)
|
$
|
1,073,060
|
||||||
Net
Loss (unaudited)
|
-
|
-
|
-
|
(198,634
|
)
|
(198,634
|
)
|
|||||||||
Balance
at March 31, 2008 (unaudited)
|
131,706,777
|
$
|
13,170
|
$
|
2,181,958
|
$
|
(1,320,702
|
)
|
$
|
874,426
|
From Inception
|
||||||||||
April 24, 2006
|
||||||||||
Three Months Ended
|
through
|
|||||||||
3/31/2008
|
3/31/2007
|
March 31, 2008
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
|
$
|
(198,634
|
)
|
$
|
(110,879
|
)
|
$
|
(1,320,702
|
)
|
|
Adjustment
to reconcile net loss to net cash used in operating
activities
|
||||||||||
Depreciation
expense
|
95
|
633
|
1,164
|
|||||||
Issuance
of stock for services
|
-
|
-
|
212,260
|
|||||||
(Increase)
Decrease in:
|
||||||||||
Other
receivable
|
(12,676
|
)
|
-
|
(12,676
|
)
|
|||||
Prepaid
expenses
|
11,158
|
(17,311
|
)
|
(69,174
|
)
|
|||||
Deposits
|
-
|
-
|
(770
|
)
|
||||||
Patents
|
(11,495
|
)
|
-
|
(18,800
|
)
|
|||||
Increase
(Decrease) in:
|
||||||||||
Accounts
Payable
|
-
|
(37,179
|
)
|
-
|
||||||
Accrued
Expenses
|
(4,681
|
)
|
7,716
|
4,931
|
||||||
Credit
Card Payable
|
(995
|
)
|
(2,535
|
)
|
-
|
|||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(217,228
|
)
|
(159,555
|
)
|
(1,203,767
|
)
|
||||
NET
CASH FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||||
Purchase
of Equipment
|
-
|
-
|
(1,978
|
)
|
||||||
Investment
in Certificate of Deposits
|
(7,259
|
)
|
(12,212
|
)
|
(661,125
|
)
|
||||
NET
CASH USED BY INVESTING ACTIVITIES
|
(7,259
|
)
|
(12,212
|
)
|
(663,103
|
)
|
||||
NET
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from issuance of common stock
|
-
|
-
|
1,982,867
|
|||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
-
|
1,982,867
|
|||||||
NET
INCREASE (DECREASE) IN CASH
|
(224,487
|
)
|
(171,767
|
)
|
115,997
|
|||||
CASH,
BEGINNING OF PERIOD
|
340,484
|
200,739
|
-
|
|||||||
CASH,
END OF PERIOD
|
115,997
|
28,972
|
115,997
|
|||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Taxes
paid
|
$
|
-
|
$
|
-
|
$
|
800
|
1. |
Basis
of Presentation
|
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
3.
|
CAPITAL
STOCK
|
4. |
INCOME
TAXES
|
The
Company files income tax returns in the U.S. Federal jurisdiction,
and the
state of California. With few exceptions, the Company is no longer
subject
to U.S. federal, state and local, or non-U.S. income tax examinations
by
tax authorities for years before
2004.
|
The
Company adopted the provisions of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes, on January 1, 2007. Deferred income
taxes
have been provided by temporary differences between the carrying
amounts
of assets and liabilities for financial reporting purposes and the
amounts
used for tax purposes. To the extent allowed by GAAP, we provide
valuation
allowances against the deferred tax assets for amounts when the
realization is uncertain.
|
Included
in the balance at March 31, 2008, are no tax positions for which
the
ultimate deductibility is highly certain but for which there is
uncertainty about the timing of such
deductibility.
|
The
Company's policy is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating
expenses.
|
|
Description
|
|
|
|
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Articles
of Incorporation of Biosolar Labs, Inc. filed with the Nevada
Secretary of State on April 24, 2006. ( Incorporated by reference
to the
Company’s Registration Statement on Form SB-2 filed with the SEC on
November 22, 2006)
|
|
|
|
|
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)
|
|
Form
of Subscription Agreement dated as of May 26, 2006. ( Incorporated
by
reference to the Company’s Registration Statement on Form SB-2 filed with
the SEC on November 22, 2006)
|
|
|
|
|
10.2
|
|
Form
of Subscription Agreement dated as of July 17, 2006. ( Incorporated
by
reference to the Company’s Registration Statement on Form SB-2 filed with
the SEC on November 22, 2006)
|
|
|
|
10.3
|
|
Form
of Subscription Agreement dated as of October 11, 2006. ( Incorporated
by
reference to the Company’s Registration Statement on Form SB-2 filed with
the SEC on November 22, 2006)
|
14.1
|
Code
of Ethics (Incorporated
by reference to the Company’s Form 10-K filed with the SEC on March 25,
2008)
|
|
|
|
|
31.1
|
|
Certification
by Chief Executive Officer and Acting Chief Financial Officer pursuant
to
Sarbanes-Oxley Section 302 (filed herewith).
|
|
|
|
32.1
|
|
Certification
by Chief Executive Officer and Acting Chief Financial Officer pursuant
to
18 U.S.C. Section 1350 (filed
herewith).
|
|
BIOSOLAR
|
|
|
By:
|
/s/
David Lee
|
|
Chief
Executive Officer (Principal Executive
Officer
) and Acting Chief Financial Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|