NewHydrogen, Inc. 10-Q

10-Q 1 f10q0920_biosolarinc.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None None None The number of shares of registrant’s common stock issued and outstanding as of October 26, 2020 was 378,281,687. BIOSOLAR, INC. INDEX Page PART I: FINANCIAL INFORMATION 1 ITEM 1 FINANCIAL STATEMENTS (Unaudited) 1 Condensed Balance Sheets 1 Condensed Statements of Operations 2 Condensed Statement of Shareholders’ Deficit 3 Condensed Statements of Cash Flows 4 Notes to the Condensed Financial Statements 5 ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15 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 21 i PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIOSOLAR, INC. CONDENSED BALANCE SHEETS September 30, 2020 December 31, 2019 (Unaudited) ASSETS CURRENT ASSETS Cash $ 90,766 $ 61,794 Prepaid expenses 23,640 29,956 TOTAL CURRENT ASSETS 114,406 91,750 PROPERTY AND EQUIPMENT Machinery and equipment 37,225 37,225 Less accumulated depreciation (31,688 ) (30,681 ) NET PROPERTY AND EQUIPMENT 5,537 6,544 OTHER ASSETS Patents, net of amortization of $14,356 and $12,090, respectively 30,980 33,246 Deposit 770 770 TOTAL OTHER ASSETS 31,750 34,016 TOTAL ASSETS $ 151,693 $ 132,310 LIABILITIES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts payable $ 939 $ 58 Accrued expenses 972,446 830,425 Derivative liability 25,261,322 8,919,202 Convertible promissory notes net of debt discount of $271,816 and $254,896, respectively 946,008 390,987 TOTAL CURRENT LIABILITIES 27,180,715 10,140,672 LONG TERM LIABILITIES Convertible promissory notes net of debt discount of $0 and $801, respectively 1,541,880 2,207,349 TOTAL LONG TERM LIABILITIES 1,541,880 2,207,349 TOTAL LIABILITIES 28,722,595 12,348,021 SHAREHOLDERS’ DEFICIT Preferred stock, $0.0001 par value; 10,000,000 authorized shares, none issued and outstanding - - Common stock, $0.0001 par value; 3,000,000,000 authorized shares 369,109,960 and 133,912,520 shares issued and outstanding, respectively 36,910 13,391 Preferred treasury stock, 1000 and 0 shares outstanding, respectively - - Additional paid in capital 12,916,414 12,301,739 Accumulated deficit (41,524,226 ) (24,530,841 ) TOTAL SHAREHOLDERS’ DECIFIT (28,570,902 ) (12,215,711 ) TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 151,693 $ 132,310 The accompanying notes are an integral part of these unaudited condensed financial statements. 1 BIOSOLAR, INC. CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (Unaudited) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 REVENUE $ - $ - $ - $ - OPERATING EXPENSES General and administrative expenses 122,477 103,260 341,536 327,281 Research and development 34,750 60,471 118,582 180,604 Depreciation and amortization 1,092 2,752 3,274 5,798 TOTAL OPERATING EXPENSES 158,319 166,483 463,392 513,683 LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) (158,319 ) (166,483 ) (463,392 ) (513,683 ) OTHER INCOME/(EXPENSES) Interest income 57 10 69 27 Loss on conversion of debt - - - - Gain (Loss) on change in derivative liability (15,695,109 ) (454,353 ) (15,864,120 ) 2,911,025 Interest expense (208,755 ) (235,160 ) (665,942 ) (712,674 ) TOTAL OTHER INCOME (EXPENSES) (15,903,864 ) (689,503 ) (16,529,993 ) 2,198,378 NET INCOME (LOSS) $ (16,062,126 ) $ (855,986 ) $ (16,993,385 ) $ 1,684,695 BASIC EARNINGS (LOSS) PER SHARE $ (0.06 ) $ (0.01 ) $ (0.07 ) $ 0.03 DILUTED EARNINGS (LOSS) $ - $ - $ - $ - WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC 283,566,685 93,186,368 237,924,548 63,493,152 DILUTED 283,566,685 93,186,368 237,924,548 63,493,152 The accompanying notes are an integral part of these unaudited condensed financial statements. 2 BIOSOLAR, INC. CONDENSED STATEMENT OF SHAREHOLDERS’ DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (Unaudited) NINE MONTHS ENDED SEPTEMBER 30, 2019 Additional Additional Preferred Stock Paid-in Common Stock Paid-in Accumulated Shares Amount Capital Shares Amount Capital Deficit Total Balance at December 31, 2018 - - - 60,639,308 6,064 11,646,932 (28,653,206 ) (17,000,210 ) Issuance of common shares for converted promissory notes and accrued interest - - - 50,016,700 5,002 1,269,040 - 1,274,042 Net Income - - - - - - 1,684,695 1,684,695 Balance at September 30, 2019 (unaudited) - $ - $ - 110,656,008 $ 11,066 $ 12,915,972 $ (26,968,511 ) $ (14,041,473 ) NINE MONTHS ENDED SEPTEMBER 30, 2020 Additional Additional Preferred Stock Paid-in Common Stock Paid-in Accumulated Shares Amount Capital Shares Amount Capital Deficit Total Balance at December 31, 2019 - - - 133,912,520 13,391 12,301,739 (24,530,841 ) (12,215,711 ) Issuance of common shares for converted promissory notes and accrued interest - - - 235,197,440 23,519 614,675 - 638,194 Net Income - - - - - - (16,993,385 ) (16,993,385 ) Balance at September 30, 2020 (unaudited) - $ - $ - 369,109,960 $ 36,910 $ 12,916,414 $ (41,524,226 ) $ (28,570,902 ) The accompanying notes are an integral part of these unaudited condensed financial statements. 3 BIOSOLAR, INC. CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (Unaudited) Nine Months Ended September 30, 2020 September 30, 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ (16,993,385 ) $ 1,684,695 Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities Depreciation and amortization expense 3,273 5,798 (Gain) Loss on net change in derivative liability 15,864,120 (2,911,025 ) Amortization of debt discount recognized as interest expense 461,881 500,697 (Increase) Decrease in Changes in Assets Prepaid expenses 6,316 (6,303 ) Increase (Decrease) in Changes in Liabilities Accounts payable 881 (741 ) Accrued expenses 207,886 194,259 NET CASH USED IN OPERATING ACTIVITIES (449,028 ) (532,620 ) CASH FLOWS FROM INVESTING ACTIVITIES: - - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible promissory notes 478,000 523,500 NET CASH PROVIDED BY FINANCING ACTIVITIES 478,000 523,500 NET INCREASE (DECREASE) IN CASH 28,972 (9,120 ) CASH, BEGINNING OF PERIOD 61,794 82,697 CASH, END OF PERIOD $ 90,766 $ 73,577 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ 925 $ 534 Taxes paid $ - $ - SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS Common stock issued for convertible notes and accrued interest $ 638,194 $ 1,274,042 Fair value of initial derivative $ 478,000 $ 489,609 The accompanying notes are an integral part of these unaudited condensed financial statements. 4 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 1. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. 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, 2019. Going Concern The accompanying condensed 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 unaudited 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 revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has historically obtained funds through private placements offerings of equity and debt. Management believes that it will be able to continue to raise funds by sale of its securities to its existing shareholders and prospective new investors to provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company 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. 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 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. 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 The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives. Useful Lives 9/30/20 12/31/19 Patents $ 45,336 $ 45,336 Less accumulated amortization 15 years (14,356 ) (12,090 ) $ 30,980 $ 33,246 Amortization expense for the nine months ended September 30, 2020 and the year ended December 31, 2019 was $2,266 and $1,511, respectively. 5 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and 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 is re-measured each period. 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 used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of September 30, 2020, 15,950,000 stock options are outstanding. Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).     For the nine months ended September 30, 2020, the Company’s diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has included 15,950,000 stock options and the shares issuable from convertible debt of $2,759,704, because their impact was dilutive. For the nine months ended September 30, 2019, the Company’s diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 15,950,000 stock options, and the shares issuable from convertible debt of $2,602,220, because their impact was anti-dilutive. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2020, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. 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. 6 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 September 30, 2020: Total (Level 1) (Level 2) (Level 3) Derivative Liability $ 25,261,322 $ - $ - $ 25,261,322 Total Liabilities measured at fair value $ 25,261,322 $ - $ - $ 25,261,322 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2019 $ 8,919,202 Fair value of derivative liabilities issued 478,000 Loss on change in derivative liability 15,864,120 Balance as of September 30, 2020 $ 25,261,322 Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. 3. CAPITAL STOCK During the nine months ended September 30, 2020, the Company issued 235,197,440 shares of common stock upon conversion of convertible promissory notes in the amount of $572,329, plus accrued interest of $61,115, and other fees of $4,750 at prices ranging from $0.00140 - $0.0285. The Company had no gain or loss upon conversion, since the conversions were made under the terms of the agreements. During the nine months ended September 30, 2019, the Company issued 50,016,700 shares of common stock upon conversion of convertible promissory notes in the amount of $431,875, plus accrued interest of $53,083, with an aggregate fair value loss on conversion of $789,084 at prices ranging from $0.0192 - $0.0437. 4. STOCK OPTIONS Stock Options The Company did not grant any stock options during the three months ended September 30, 2020 and 2019, respectively. 9/30/2020 9/30/2019 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 Granted - - - - Exercised - - - - Expired - - - - Outstanding as of the end of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 Exercisable as of the end of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 7 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 4. STOCK OPTIONS (Continues) The weighted average remaining contractual life of options outstanding as of September 30, 2020 and 2019 was as follows: 9/30/2020 9/30/2019 Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.09 2,450,000 2,450,000 1.73 $ 0.09 2,450,000 2,450,000 2.73 $ 0.26 13,500,000 13,500,000 2.18 $ 0.26 13,500,000 13,500,000 3.18 15,950,000 15,950,000 15,950,000 15,950,000 The stock-based compensation expense recognized in the statement of operations during the nine months ended September 30, 2020 and 2019, related to the granting of these options was $0 and $0, respectively. As of September 30, 2020 and 2019, respectively, there was no intrinsic value with regards to the outstanding options. 5. CONVERTIBLE PROMISSORY NOTES As of September 30, 2020, the outstanding convertible promissory notes net of debt discount are summarized as follows: Convertible Promissory Notes, net of debt discount $ 2,487,888 Less current portion 946,008 Total long-term liabilities $ 1,541,880 Maturities of long-term debt, net of debt discount for the next four years are as follows: June 30, Amount 2021 1,217,824 2022 473,880 2023 993,000 2024 75,000 $ 2,759,704 At September 30, 2020, the Company had outstanding convertible promissory notes in the amount of $2,759,704, which had a remaining debt discount of $271,816, leaving a net balance of $2,487,888. The Company issued an unsecured convertible promissory note (the “May 2014 Note”), in the amount of $500,000 on May 2, 2014, the effective date. The May Note shall mature on May 2, 2022. The May 2014 Note bears interest at 10% per annum. The May 2014 Note is convertible into shares of the Company’s common stock at a conversion price of the lesser of a) $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c) the lowest effective price granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The fair value of the May 2014 Note has been determined by using the Binomial lattice formula from the effective date of each tranche. During the nine months ended September 30, 2020, the Company issued 64,094,322 shares of common stock upon conversion of principal in the amount of $63,270, plus accrued interest of $34,963. The May 2014 Note was converted based on the terms of the agreement, and the Company did not recognize a gain or loss on the conversion in the financials. As of September 30, 2020, the remaining balance of the May 2014 Note was $34,880. 8 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 5. CONVERTIBLE PROMISSORY NOTES (Continued) The Company issued various unsecured convertible promissory notes (the “2015-2018 Notes”) in the aggregate amount of $2,500,000 on various dates from January 30, 2015 through January 17, 2019, the effective dates. The maturity dates of the 2015-2018 Notes were extended, and as result, mature on dates from January 30, 2023 thru January 17, 2024. The 2015-2018 Notes bear an interest rate of 10% per annum. The 2015-2018 Notes are convertible into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 to $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance within the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The fair value of the 2015-2018 Notes have been determined by using the Binomial lattice formula from the effective date of each tranche. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $801 during the nine months ended September 30, 2020. As of September 30, 2020, the 2015-2018 Notes had a remaining aggregate balance of $2,340,000. The Company issued various unsecured convertible promissory notes (the “Feb-Apr 2019 Notes”) in the aggregate principal amount of $107,000. The Company paid an original issue discount of $4,000 and received funds in the amount of $103,000. The Feb 2019 tranche was extended to August 22, 2020. The Apr 2019 Note matures on October 11, 2020. The Feb-Apr 2019 Notes bear interest at 10% per annum. The Feb-Apr 2019 Notes may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price during the fifteen (15)-trading-day period prior to the conversion date. The parties agree that if the shares of common stock issuable upon conversion of these Feb-Apr 2019 Notes are not delivered by the deadline, the Borrower shall pay to the holder of the Feb-Apr 2019 Notes $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Feb-Apr 2019 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb-Apr 2019 Notes. The fair value of the Feb-Apr 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the notes. During the period ended September 30, 2020, the Company issued 34,267,881 shares of common stock upon conversion of $72,384 in principal, accrued interest of $6,351 and $1,750 in other fees. The Feb-Apr 2019 Notes were converted based on the terms of the agreement and the Company did not recognized a gain or loss on conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $21,801 during the nine months ended September 30, 2020. The Feb-Apr 2019 Notes was fully converted as of September 30, 2020. The Company issued an unsecured convertible promissory note on July 16, 2019 (the “July 2019 Note”), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The July 2019 Note matured on July 16, 2020. The July 2019 Note bears interest at 10% per annum. The July 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the July 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the July 2019 Note. The fair value of the July 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the notes. During the period ended September 30, 2020, the Company issued 8,248,918 shares of common stock upon conversion of principal in the amount of $53,000, plus interest of $2,650. The July 2019 Note was converted based on the terms of the agreement, and the Company did not recognize a gain or loss on conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $28,672 during the nine months ended September 30, 2020. The July 2019 Note was fully converted as of September 30, 2020. The Company issued an unsecured convertible promissory note on August 8, 2019 (the “August 2019 Note”), in the aggregate principal amount of $53,500. The Company paid an original issue discount of $2,000 and received funds in the amount of $51,500. The August 2019 Note shall mature on February 14, 2021. The August 2019 Note bears interest at 10% per annum. The August 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the August 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the August 2019 Note. The fair value of the August 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the notes. The Company issued 21,000,000 shares of common stock upon conversion of principal in the amount of $40,676, plus other fees of $3,000. The August 2019 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $32,305 during the nine months ended September 30, 2020. The August 2019 Note as of September 30, 2020 had a remaining balance of $12,824. 9 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 5. CONVERTIBLE PROMISSORY NOTES (Continued) The Company issued an unsecured convertible promissory note on August 29, 2019 (the “August 29, 2019 Note”), in the aggregate principal amount of $63,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $60,000. The August 29, 2019 Note matures on August 29, 2020. The August 29, 2019 Note bears an interest at 10% per annum. The August 29, 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the August 29, 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the August 29, 2019 Note. The fair value of the August 29, 2019 Note has been determined by using the Binomial lattice formula from the effective date of the notes. During the nine months ended September 30, 2020, the Company issued 13,624,762 shares of common stock upon conversion in principal of $63,000, plus accrued interest of $3,150. The August 2019 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $24,408 during the nine months ended September 30, 2020. The August 2019 Note was fully converted as of September 30, 2020. The Company issued an unsecured convertible promissory note on October 1, 2019 (the “Oct 2019 Note”), in the aggregate principal amount of $63,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $60,000. The October 1, 2019 Note matures on October 1, 2020. The Oct 2019 Note bears interest at 10% per annum. The Oct 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Oct 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Oct 2019 Note. The fair value of the Oct 2019 Note has been determined by using the Binomial lattice formula from the effective date of the notes. During the nine months ended September 30, 2020, the Company issued 28,413,462 shares of common stock upon conversion of principal of $63,000, plus accrued interest of $3,150. The Oct 2019 Note was converted based on the terms of the agreement and the Company did not recognized a gain or loss on conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $47,336 during the nine months ended September 30, 2020. The Oct 2019 Note was fully converted as of September 30, 2020. The Company issued an unsecured convertible promissory note on November 4, 2019 (the “Nov 2019 Note”), in the aggregate principal amount of $58,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $55,000. The November 4, 2019 Note matures on November 4, 2020. The Nov 2019 Note bears interest at 10% per annum. The Nov 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Nov 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Nov 2019 Note. The fair value of the Nov 2019 Note has been determined by using the Binomial lattice formula from the effective date of the notes. During the nine months ended September 30, 2020, the Company issued 24,588,385 shares of common stock upon conversion of $58,000 in principal, plus accrued interest of $ 2,900. The Nov 2019 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $48,967 during the nine months ended September 30, 2020. The Nov 2019 Note was fully converted as of September 30, 2020. The Company issued an unsecured convertible promissory note on December 20, 2019 (the “Dec 2019 Note”), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The December 20, 2019 Note matures on December 20, 2020. The Dec 2019 Note bears an interest at 10% per annum. The Dec 2019 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Dec 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Dec 2019 Note. The fair value of the Dec 2019 Note has been determined by using the Binomial lattice formula from the effective date of the notes. During the nine months ended September 30, 2020, the Company issued 21,118,946 shares of common stock upon the conversion of principal of $53,000, plus accrued interest of $2,650. The Dec 2019 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on the conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $51,407 during the nine months ended September 30, 2020. The Dec 2019 Note was fully converted as of September 30, 2020. 10 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 5. CONVERTIBLE PROMISSORY NOTES (Continued) The Company issued an unsecured convertible promissory note on January 23, 2020 (the “Jan 2020 Note”), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The January 23, 2020 Note matures on January 23, 2021. The Jan 2020 Note bears interest at 10% per annum. The Jan 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jan 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jan 2020 Note. The fair value of the Jan 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. During the nine months ended September 30, 2020, the Company issued 12,320,494 of common stock upon conversion of $53,000 in principal, plus accrued interest of $2,650. The Jan 2020 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on the conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $53,000 during the nine months ended September 30, 2020. The Jan 2020 Note was fully converted as of September 30, 2020. The Company issued an unsecured convertible promissory note on February 13, 2020 (the “Feb 2020 Note”), in the aggregate principal amount of $53,500. The Company paid an original issue discount of $2,000 and received funds in the amount of $51,500. The Feb 2020 Note matures on February 13, 2021. The Feb 2020 Note bears interest at 10% per annum. The Feb 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Feb 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2020 Note. The fair value of the Feb 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $33,474 during the nine months ended September 30, 2020. The Feb 2020 Note as of September 30, 2020 had a remaining balance of $53,500. The Company issued an unsecured convertible promissory note on March 2, 2020 (the “Mar 2020 Note”), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The March 2, 2020 Note matures on March 2, 2021. The Mar 2020 Note bears interest at 10% per annum. The Mar 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Mar 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Mar 2020 Note. The fair value of the Mar 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. During the nine months ended September 30, 2020, the Company issued 7,520,270 shares of common stock upon conversion in principal of $53,000, plus accrued interest of $2,650. The Mar 2020 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on the conversion in the financials. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $53,000 during the nine months ended September 30, 2020. The Mar 2020 Note was fully converted as of September 30, 2020. The Company issued an unsecured convertible promissory note on April 28, 2020 (the “Apr 2020 Note”), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The April 28, 2020 Note matures on April 28, 2021. The Apr 2020 Note bears interest at 10% per annum. The Apr 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Apr 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Apr 2020 Note. The fair value of the Apr 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $22,507 during the nine months ended September 30, 2020. The Apr 2020 Note as of September 30, 2020 had a remaining balance of $53,000. 11 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 5. CONVERTIBLE PROMISSORY NOTES (Continued) The Company issued an unsecured convertible promissory note on June 22, 2020 (the Jun 2020 Note), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The June 22, 2020 Note matures on June 22, 2021. The Jun 2020 Note bears interest at 10% per annum. The Jun 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jun 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jun 2020 Note. The fair value of the Jun 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $14,521 during the nine months ended September 30, 2020. The Jun 2020 Note as of September 30, 2020 had a remaining balance of $53,000. The Company issued an unsecured convertible promissory note on July 6, 2020 (the Jul 2020 Note), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The Jul 2020 Note matures on July 6, 2021. The Jul 2020 Note bears interest at 10% per annum. The Jul 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Jul 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jul 2020 Note. The fair value of the Jul 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $12,488 during the nine months ended September 30, 2020. The Jul 2020 Note as of September 30, 2020 had a remaining balance of $53,000. The Company issued an unsecured convertible promissory note on August 4, 2020 (the Aug 2020 Note), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The August 4, 2020 Note matures on August 4, 2021. The Aug 2020 Note bears interest at 10% per annum. The Aug 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Aug 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note. The fair value of the Aug 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $8,422 during the nine months ended September 30, 2020. The Aug 2020 Note as of September 30, 2020 had a remaining balance of $53,000. The Company issued an unsecured convertible promissory note on August 17, 2020 (the “Aug 2020 Note”), in the aggregate principal amount of $53,500. The Company paid an original issue discount of $2,000 and received funds in the amount of $51,500. The Aug 2020 Note matures on August 17, 2021. The Aug 2020 Note bears interest at 10% per annum. The Aug 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen (15) trading days prior to the conversion date. The parties agree that if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Aug 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note. The fair value of the Aug 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $33,474 during the nine months ended September 30, 2020. The Aug 2020 Note as of September 30, 2020 had a remaining balance of $53,500. The Company issued an unsecured convertible promissory note on September 14, 2020 (the Sep 2020 Note), in the aggregate principal amount of $53,000. The Company paid an original issue discount of $3,000 and received funds in the amount of $50,000. The September 14, 2020 Note matures on September 14, 2021. The Sep 2020 Note bears interest at 10% per annum. The Sep 2020 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Sep 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Sep 2020 Note. The fair value of the Sep 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $8,422 during the nine months ended September 30, 2020. The Sep 2020 Note as of September 30, 2020 had a remaining balance of $53,000. 12 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 6. DERIVATIVE LIABILITIES 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 per the stock price fluctuations. The convertible notes issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion feature has 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. During the nine months ended September 30, 2020, as a result of the convertible notes (“Notes”) issued that were accounted for as derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $478,000, based upon a Binomial-Model calculation. We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the Notes. During the nine months ended September 30, 2020, the Company converted $572,329 in principal of convertible notes, plus accrued interest of $61,115, and other fees of $4,750. At September 30, 2020, the fair value of the derivative liability was $25,261,322. For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation model for the derivative are as follows: 9/30/2020 Risk free interest rate 0.12% - 0.28% Stock volatility factor 153.0% -246.0% Weighted average expected option life 6 months - 5 years Expected dividend yield None 7. COMMITMENTS AND CONTINGENCIES The Company rents office space on a yearly basis with a monthly rent payment in the amount of $550. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations. At September 30, 2020, there were no legal proceedings against the Company. 13 BIOSOLAR, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 8. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events: On October 8, 2020 the Company issued 17,171,727 shares of common stock upon conversion of principal in the amount of $15,940, plus accrued interest of $9,245 according to the conditions of the convertible note dated as of May 2, 2014. On October 12, 2020, an addendum was executed for the Bountiful convertible note dated October 1, 2015, to extend the maturity date to October 1, 2023. On October 13, 2020, the Company received funds of $25,000 on the convertible note dated February 26, 2018. On October 28, 2020 the Company issued 3,921,569 shares of common stock upon conversion of principal in the amount of $20,000 according to the conditions of the convertible note dated as of April 23, 2020. On October 30, 2020 the Company issued 8,695,122 shares of common stock upon conversion of principal in the amount of $33,000, plus accrued interest of $2,650 according to the conditions of the convertible note dated as of April 23, 2020. On November 2, 2020, the Company entered into a securities purchase agreement in the amount of $53,000 less other fees of $3,000 for net funds of $50,000. 14 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Special Note on Forward-Looking Statements. Certain statements in “Management’s Discussion and Analysis or Plan of Operation” below, and elsewhere in this 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 9, 2020, 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 increase the capacity and reduce the cost of storing electrical energy. We have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules. We have been and will continue working on a silicon anode additive material technology intended to increase the storage capacity of current and future generation of lithium-ion batteries while lowering the cost of storing electrical energy. While we had generally focused on energy storage technology and materials in the past, we are currently focusing on developing a new EV battery material processing technology intended to drastically reduce the cost of lithium-ion batteries for EVs. 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. Recent Transactions None. Application of Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our unaudited 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 a Binomial lattice valuation 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. 15 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. Fair Value of Financial Instruments Our cash, cash equivalents, investments, inventory, prepaid expenses, and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments. Recently Issued Accounting Pronouncements Management reviewed currently issued pronouncements during the three months ended September 30, 2020, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited financial statements. Results of Operations – Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019 OPERATING EXPENSES General and Administrative Expenses General and administrative (“G&A”) expenses increased by $19,217 to $122,477 for the three months ended September 30, 2020, compared to $103,260 for the prior period ended September 30, 2019. This increase in G&A expenses was the result of an increase in salary expense and professional fees. Research and Development Research and Development (“R&D”) expenses decreased by $25,721 to $34,750 for the three months ended September 30, 2020, compared to $60,471 for the prior period ended September 30, 2019. This overall decrease in R&D expenses was the result of a decrease in consulting services. Depreciation Depreciation expense for the three months ended September 30, 2020 and 2019 was $1,092 and $2,752, respectively. Other Income/(Expenses) Other income and (expenses) increased by $(15,214,304) to $(15,904,807) for the three months ended September 30, 2020, compared to $(689,503) for the prior period ended September 30, 2019. The increase in other income and (expenses) was the result of an increase in non-cash gain on change in fair value of the derivative instruments of $15,240,756, a decrease in interest expense of $26,405, which includes non-cash expense of amortization of debt discount in the amount of $21,708, and interest income of $47. The increase in other income and (expenses) was primarily due to the net change in the fair value of the derivative instruments. Net Income (Loss) Our net loss for the three months ended September 30, 2020 was $(16,062,126), compared to a net loss of $(855,986) for the prior period ended September 30, 2019. The increase in net loss was due to an increase in non-cash other income (expenses) associated with the net change in derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues. Results of Operations – Nine months ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019 OPERATING EXPENSES General and Administrative Expenses General and administrative (“G&A”) expenses increased by $14,255 to $341,536 for the nine months ended September 30, 2020, compared to $327,281 for the prior period ended September 30, 2019. This increase in G&A expenses was the result of an increase in salary expense and professional fees. 16 Research and Development Research and Development (“R&D”) expenses decreased by $62,022 to $118,582 for the nine months ended September 30, 2020, compared to $180,604 for the prior period ended September 30, 2019. This overall decrease in R&D expenses was the result of a decrease in consulting services and third-party services. Depreciation Depreciation expense for the nine months ended September 30, 2020 and 2019 was $3,274 and $5,798, respectively. Other Income/(Expenses) Other income and (expenses) increased by $(18,728,371) to $(16,529,993) for the nine months ended September 30, 2020, compared to $2,198,378 for the prior period ended September 30, 2019. The decrease in other income and (expenses) was the result of an increase in non-cash loss on change in fair value of the derivative instruments of $18,775,145, and an increase in interest income of $42, with a decrease in interest expense of $46,732, which includes non-cash expense of amortization of debt discount in the amount of $38,816,. The increase in other income and (expenses) was primarily due to the net change in the fair value of the derivative instruments and amortization of debt discount. Net Income (Loss) Our net loss for the nine months ended September 30, 2020 was $(16,993,385), compared to a net income of $1,684,695 for the prior period ended September 30, 2019. The increase in net loss was due to an increase in non-cash other income (expenses) associated with the net change in derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues during the nine months ended September 30, 2020. LIQUIDITY AND CAPITAL RESOURCES Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. The unaudited condensed 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 unaudited condensed financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the nine months ended September 30, 2020, we did not generate any revenues, incurred a net loss of $16,993,385, due to an overall change in non-cash derivative liability, and used cash of $449,028 in operations. As of September 30, 2020, we had a working capital deficit of $27,066,309 and a shareholders’ deficit of $28,570,902. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In the three months ended September 30, 2020, we obtained funding through the sale of our convertible debt. Management believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors. Management believes that funding from existing and prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. As of September 30, 2020, we had a working capital deficit of $27,066,309 compared to a working capital deficit of $10,048,922 for the year ended December 31, 2019. This increase in working capital deficit of $17,289,203 was due primarily to an increase in accounts payable, and accrued expenses, derivative liability associated with our outstanding notes, with a decrease in prepaid expenses, and convertible notes. During the nine months ended September 30, 2020, we used $449,028 of cash for operating activities, as compared to $532,620 for the prior period ended September 30, 2019. The decrease in the use of cash for operating activities for the current period was a result of a decrease in prepaid expenses, compared to the prior nine months ended September 30, 2019. 17 Cash provided from financing activities was $478,000 for the nine months ended September 30, 2020, as compared to $523,500 for the prior period ended September 30, 2020. The decrease was due to decline in equity financing during the current period. The convertible notes are convertible into shares of common stock, which have limitations on conversion. The lender is limited to no more than a 4.99% beneficial ownership of the outstanding shares of common stock. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended. Our ability to continue as a going concern is dependent upon raising capital through financing transactions and future revenue. Our capital needs have primarily been met from the proceeds of the sale of our securities, as we currently have not generated any revenues. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2019, expressed substantial doubt about our ability to continue as a going concern. Our financial statements as of September 30, 2020 have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern ultimately is dependent upon 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 increase the capacity and reduce the cost of storing electrical energy. We are currently focusing on developing a high capacity silicon anode material technology to increase the storage capacity and reduce cost of the future generation of lithium-ion batteries for electric vehicles by 2021. Our plan of operation within the next three months is to utilize our cash balances to work on developing a new EV battery material processing technology. We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next two months. Management estimates that it will require additional cash resources during 2020, based upon its current operating plan and condition. We do not expect increased expenses during the third quarter of 2020. 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 three 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 As of September 30, 2020, we did 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 As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item. 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 as of September 30, 2020, 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 third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 18 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As of the date of this report, 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 9, 2020. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the period ended September 30, 2020, the Company issued 86,374,888 shares of common stock upon conversion of $192,586 in principal, plus accrued interest of $28,624, and other fees of $3,250, with prices ranging from $0.0069 to $0.0147. The securities above were offered and sold pursuant to an exemption from the registration requirements under Section4(a) of the Securities Act of 1933, as amended, since, among other things, the transactions did not involve a public offering of the securities. The issuance of the common stock was previously reported by the Company on Current Reports on Form 8-Ks that the Company filed with the Securities and Exchange Commission. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None. 19 ITEM 6. EXHIBITS Exhibit No. Description 10.1 Securities Purchase Agreement dated August 17, 2020 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2020) 10.2 Convertible Promissory Noted dated August 17, 2020 (filed as an exhibit to the Company’s Current Report on form 8-K filed with the SEC on August 21, 2020) 10.3 Convertible Promissory Note dated September 14, 2020 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2020) 10.4 Securities Purchase Agreement dated September 17, 2020 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2020) 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). 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 20 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 9, 2020. BIOSOLAR, INC. By: /s/ David Lee Chief Executive Officer (Principal Executive Officer) and Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 21