What changed in this filing

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Item 1. Financial Statements

2021-08-09 compared with 2021-05-17 · 404 added, 502 removed, 428 unchanged (68% of the section changed)

2 unchanged sentences

BALANCE SHEET

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

March 31, 2021

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

June 30, 2021

December 31, 2020

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TOTAL OTHER ASSETS

LIABILITIES AND SHAREHOLDERS’

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

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TOTAL LIABILITIES

SHAREHOLDERS’

SHAREHOLDERS’ EQUITY

Preferred stock, $ 0.0001 par value;

10,000,000 authorized shares;

34,461 shares of Preferred Series C

shares issued and outstanding

34,461 shares of Preferred Series C shares issued and outstanding

Common stock, $ 0.0001 par value;

3,000,000,000 authorized shares 590,496,051 and 456,198,529 shares

issued and outstanding, respectively

3,000,000,000 authorized shares 685,496,051 and 456,198,529 shares issued and outstanding, respectively

Preferred treasury stock, 0 and 1,000 shares outstanding, respectively

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( 165,075,501 )

TOTAL SHAREHOLDERS’

EQUITY (DEFICIT)

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

( 151,914,888 )

TOTAL LIABILITIES AND SHAREHOLDERS’

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Three Months Ended

March 31, 2021

March 31, 2020

Six Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

OPERATING EXPENSES

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( 3,890,179 )

( 18,949,452 )

OTHER INCOME/(EXPENSES)

Interest income

settlement of debt and derivative

Loss on change in derivative liability

Gain on settlement of debt and derivative

Gain (Loss) on change in derivative liability

( 30,039,479 )

3 unchanged sentences

$ ( 3,654,944 )

$ ( 931,259 )

BASIC EARNINGS (LOSS) PER SHARE

1 unchanged sentence

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

2,124,796,718

accompanying notes are an integral part of these unaudited condensed financial statements.

BIOSOLAR, INC.)

STATEMENT OF SHAREHOLDERS’

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

THREE MONTHS ENDED MARCH 31, 2020

STATEMENT OF SHAREHOLDERS’ DEFICIT

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

SIX MONTHS ENDED JUNE 30, 2020

Preferred Stock

2 unchanged sentences

( 12,215,711 )

Issuance of common shares for cash

Issuance of common shares for cash, shares

Issuance of common shares for converted promissory notes and accrued interest

Balance at March 31, 2020 (unaudited)

Issuance of commons shares for services

Issuance of commons shares for services, shares

Issuance of preferred shares in exchange for fair value of convertible notes

Issuance of preferred shares in exchange for fair value of convertible notes, shares

Issuance of common shares for conversion of preferred stock

Issuance of common shares for conversion of preferred stock, shares

Stock compensation cost

Issuance of common stock warrants deemed dividends

Balance at June 30, 2020 (unaudited)

$ ( 25,462,100 )

$ ( 12,733,236 )

THREE MONTHS ENDED MARCH 31, 2021

SIX MONTHS ENDED JUNE 30, 2021

Preferred Stock

5 unchanged sentences

Issuance of commons shares for services

Issuanc of preferred shares in exchange for fair value of convertible notes

Issuance of preferred shares in exchange for fair value of convertible notes

Issuance of common shares for conversion of preferred stock

Stock compensation cost

Balance at March 31, 2021 (unaudited)

Issuance of common stock warrants deemed dividends

( 5,983,504 )

Balance at June 30, 2021 (unaudited)

$ 131,582,079

$ ( 123,944,272 )

accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

FLOWS FROM OPERATING ACTIVITIES:

Income (Loss)

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

June 30, 2021

June 30, 2020

Six Months Ended

June 30, 2021

June 30, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)

$ ( 931,259 )

to reconcile net income(loss) to net cash (used in) provided by operating activities

and amortization expense

stock issued for service

compensation expense

Loss on net change in derivative liability

of debt discount recognized as interest expense

Derecognition

of derivative liability

Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities

Depreciation and amortization expense

Common stock issued for services

Stock compensation expense

(Gain) Loss on net change in derivative liability

Amortization of debt discount recognized as interest expense

Gain on settlement of debt and derivative

( 96,666,293 )

Decrease in Changes in Assets

(Decrease) in Changes in Liabilities

CASH USED IN OPERATING ACTIVITIES

FLOWS FROM INVESTING ACTIVITIES:

FLOWS FROM FINANCING ACTIVITIES:

for the sale of common stock for cash, net

payments on convertible debt

prroceeds from convertible promissory notes

CASH PROVIDED BY FINANCING ACTIVITIES

INCREASE IN CASH

BEGINNING OF PERIOD

END OF PERIOD

DISCLOSURES OF CASH FLOW INFORMATION

SCHEDULE OF NON-CASH TRANSACTIONS

stock issued for convertible notes and accrued interest

value of initial derivative

value of convertible notes exchanged for preferred stock

(Increase) Decrease in Changes in Assets

Prepaid expenses

Increase (Decrease) in Changes in Liabilities

Accounts payable

Accrued expenses

NET CASH USED IN OPERATING ACTIVITIES

( 1,264,374 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

Procceds for the sale of common stock for cash

Principal payments on convertible debt

Net prroceeds from convertible promissory notes

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Interest paid

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS

Common stock issued for convertible notes and accrued interest

Fair value of initial derivative

Fair value of convertible notes exchanged for preferred stock

accompanying notes are an integral part of these unaudited condensed financial statements.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

of Presentation

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Basis of Presentation

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

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been included.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be

expected for the year ending December 31, 2021.

For further information refer to the financial statements and footnotes thereto included

in the Company’s Form 10-K for the December 31, 2020.

Operating results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected

for the year ending December 31, 2021.

For further information refer to the financial statements and footnotes thereto included in the

Company’s Form 10-K for the December 31, 2020.

accompanying financial statements have been prepared in conformity with U.S.

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things, achieving a level of profitable operations and receiving additional cash infusions.

During the three months ended March

31, 2021, the Company obtained funds from the issuance of convertible note agreements.

Management believes this funding will continue

from its’

current investors and from new investors.

Management believes the existing shareholders, and the prospective new investors

will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of

its 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.

OF SIGNIFICANT ACCOUNTING POLICIES

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

During the six months ended June 30,

2021, the Company obtained funds from the sale of shares of common stock, and from the issuance of a convertible note agreement.

believes this funding will continue from its’ current investors and from new investors.

Management believes the existing shareholders,

and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due

and will allow the development of its 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

These accounting policies conform to accounting principles generally accepted in the United States of America and have been

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is reasonably assured.

The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized

as performance obligations are satisfied and customers obtain control of goods or services.

6 unchanged sentences

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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.

and Equipment

and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

Computer equipment

Machinery and equipment

expense for the three months ended March 31, 2021 and 2020 was $1,091 and $1,091, respectively.

expense for the six months ended June 30, 2021 and 2020 was $ 1,343 and $ 1,343 , respectively.

Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering

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continue to be amortized over their useful lives.

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

Less accumulated amortization

expense for the three months ended March 31, 2021 and the year ended December 31, 2020 was $756 and $1,511, respectively.

Intangible assets

expense for the six months ended June 30, 2021 and the year ended December 31, 2020 was $ 1,511 and $ 3,022 , respectively.

Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.

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is re-measured each period.

March 24, 2015 and September 2, 2015, the Company granted 12,000,000 stock options to its’

employee and 3,950,000 stock options

to the board of directors for services.

March 24, 2015 and September 2, 2015, the Company granted 12,000,000 stock options to its employees and 3,950,000 stock options to its

directors for services.

February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.091 .

expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment.

of the 400,000,000 options vest immediately, and the remaining half o the option to purchase 200,000,000 shares of the Company’s

common stock shall become exercisable in equal amounts over a twenty-four (24) month period during the term of the optionee’s employment,

with the first installment of 8,333,333 shares vesting on March 18, 2021.

The 50,000,000 options shall become exercisable in equal amounts

over a thirty-six (36) month period during the term of the optionees employment, with the first installment of 1,388,889 shares vesting

on March 18, 2021.

29, 2021, the Company amended the exercise price to $0.028 per share.

The options expire, and all rights to purchase the shares shall

terminate seven (7) years from the date of grant or termination of employment.

Half of the 400,000,000 options vest immediately, and

the remaining half of the option to purchase 200,000,000 shares of the Company’s common stock shall become exercisable in equal

amounts over a twenty-four ( 24 ) month period during the term of the optionee’s employment, with the first installment of 8,333,333

shares vesting on March 18, 2021.

The 50,000,000 options are exercisable in equal amounts over a thirty-six ( 36 ) month period during

the term of the optionee’s employment, with the first installment of 1,388,889 shares vesting on March 18, 2021.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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of the stock-based payment and stock price volatility.

Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S.

risk-free rate, dividend

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The stock options terminate seven (7) years from the date of grant or upon termination of employment.

March 31, 2021, 440,950,000 stock options were outstanding.

of March 31, 2021, the Company granted no warrants and had no warrants outstanding.

June 30, 2021, 465,950,000 stock options were outstanding.

of June 30, 2021, the Company granted no warrants and had no warrants outstanding.

and Development

and development costs are expensed as incurred.

Total research and development costs were $ 219,026 and $43,620 for the three months

ended March 31, 2021 and 2020, respectively.

Total research and development costs were $ 508,440 and $ 83,832 for the six months ended

June 30, 2021 and 2020, respectively.

Earnings (Loss) per Share Calculations

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of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).

Company has included shares issuable from convertible debt of $107,000 and 440,950,000 stock options for the three months ended March

Company has included shares issuable from convertible debt of $ 107,000 and 465,950,000 stock options for the six months ended June 30,

2021, because their impact on the income per share is dilutive.

the three months ended March 31, 2020, the Company’s diluted loss per share is the same as the basic loss per share, and the inclusion

the six months ended June 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.

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stock options, and the shares issuable from convertible debt of $ 2,739,790 , because their impact was anti-dilutive.

For the Three Months Ended March 31,

SCHEDULE OF NET EARNINGS PER SHARE

For the Six Months Ended

Income (Loss) to common shareholders (Numerator)

$ ( 931,259 )

$ (7,065,512 )

Basic weighted average number of common shares outstanding (Denominator)

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practicable to estimate that value.

As of March 31, 2021, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

As of June 30, 2021, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

and accrued expenses, approximate the fair value because of their short maturities.

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BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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Assets and liabilities measured at fair value on a recurring

basis are as follows at March 31, 2021 and December 31, 2020:

Derivative Liability at fair value as of March 31, 2021

basis are as follows at June 30, 2021:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

Derivative Liability at fair value as of June 30, 2021

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

SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS

Balance as of January 31, 2021

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Fair value of derivative liabilities issued

Gain on settlement of derivatives

Derecognition of derivative liability

( 178,736,187 )

Loss on change in derivative liability

Balance as of March 31, 2021

Balance as of June 30, 2021

for Derivatives

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BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Issued Accounting Pronouncements

May 2021, the FASB issued an amendment to accounting standards ASU 2021-04, (Subtopic 470-50) –

Debt Modifications and Extinguishments”,

May 2021, the FASB issued an amendment to accounting standards ASU 2021-04, (Subtopic 470-50) – Debt Modifications and Extinguishments”,

which requires that an entity apply the new guidance to a modification or an exchange of a freestanding equity-classified written call

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The Company has evaluated the impact of the adoption of ASU 2021-04, which has no effect on the

Company’s financial statements.

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.

CAPITAL STOCK

January 14, 2021, the Board of Directors adopted a certificate of designation establishing the rights, preferences, privileges and other

terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of Series

terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of the Series

B Preferred Stock.

The intent of the Board is that all shares of the Series B Preferred Stock be issued to David Lee, Chief Executive

Officer, Chairman of the Board, President and acting Chief Financial Officer in exchange for his continued employment with the Company.

March 26, 2021, the Company entered into a purchase agreement with an investor for an exchange of convertible debt to equity.

The investor exchanged convertible notes in the amount of $2,462,060, plus interest in the amount of $1,023,253 for an aggregate

total of $3,485,313 in exchange for 34,853 shares of the Company’s Series C Preferred Stock.

The extinguishment of the convertible

debt and derivative was recognized in the financials as a gain on settlement of convertible notes and derivative liability.

valuation was prepared based on a stock price of $0.075, with a volatility of 206.03%, based on an estimated term of 5 years.

shares issued

value of debt and interest

fair value of preferred shares

The shares of the Series B Preferred Stock were issued to David Lee, Chief Executive Officer, Chairman of the Board,

President and acting Chief Financial Officer.

The Series B Preferred Stock total purchase price is $ 0.10 for 1,000 shares of Series B

Preferred Stock.

The Series B Preferred stock expired on February 28, 2021.

As of June 30, 2021, there were no shares outstanding.

March 26, 2021, the Company entered into an agreement with an investor for an exchange of convertible debt to equity.

The investor exchanged

convertible notes in the amount of $ 2,462,060 , plus interest in the amount of $ 1,023,253 for an aggregate total of $ 3,485,313 in exchange

for 34,853 shares of the Company’s Series C Preferred Stock.

The extinguishment of the convertible debt was recognized in the Company’s

financials as a gain on settlement of convertible notes and derivative.

A valuation was prepared based on a stock price of $ 0.075 , with

a volatility of 206.03 %, based on an estimated term of 5 years.

SCHEDULE OF EXTINGUISHMENT OF DEBT

Per Valuation

Preferred shares issued

Stated value of debt and interest

Calculated fair value of preferred shares

Fair value of derivative liability removed

$ 178,464,388

Company recognized a gain on settlement of $96,394,494 for the extinguishment of convertible debt, plus derivative liability for

the period ended March 31, 2021.

October 28, 2019, the Board of Directors deem it advisable and in the best interest of the Corporation to increase the authorized number

of shares of common stock of the Corporation from 500,000,000 shares of common stock, par value $0.0001 per share to 3,000,000,000 shares

of common stock, par value $0.0001 per share.

the three months ended March 31, 2021, the Company issued 83,333,334 shares of common stock purchased through a private placement for

$5,000,000 at a purchase price of $0.06 per share.

the three months ended March 31, 2021, the Company issued 21,964,188 shares of common stock upon conversion of convertible promissory

notes in the amount of $184,124, plus accrued interest of $20,851, and other fees of $1,000 at prices ranging from $0.0014 - $0.0641.

the three months ended March 31, 2021, the Company issued 73,273,212 shares of common stock upon conversion of convertible promissory

notes in the amount of $587,628, plus accrued interest of $74,006, and other fees of $500 at prices ranging from $0.00495 - $0.0172.

the three months ended March 31, 2021, the Company issued 1,000,000 shares of common stock for services at fair value.

the three months ended March 31, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of preferred

Company recognized a gain on settlement of $ 96,394,494 for the extinguishment of convertible debt, plus derivative liability for the

period ended June 30, 2021.

April 14, 2021, the Board of Directors of the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value

$ 0.0001 per share, to David Lee, Chief Executive Officer, Chairman of the Board, President and acting Chief Financial Officer.

D Preferred Stock total purchase price is $0.10 for 1,000 shares of Series D Preferred Stock.

The Series D Preferred stock expired on

May 29, 2021.

As of June 30, 2021, there were no shares of Series D outstanding.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

The Company granted 400,000,000

stock options to its’

CEO and 50,000,000 stock options to an employee during the three months ended March 31, 2021.

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

STOCK (Continued)

June 10, 2021, the Company filed an amendment to its Articles of Incorporation to effect an increase in the authorized number of shares

of common stock of the Corporation from 3,000,000,000 shares of common stock, par value $ 0.0001 per share to 6,000,000,000 shares of

common stock, par value $ 0.0001 per share.

the six months ended June 30, 2021, the Company issued an aggregate of 52,000,000 shares of common stock and separate pre-funded warrants

to purchase up to 31,333,334 shares of common stock, plus warrants to purchase up to 83,333,334 at an exercise price of $ 0.06 per share.

the six months ended June 30, 2021, the Company issued 65,000,000 shares of common stock and separate pre-funded warrants to purchase

up to 60,000,000 shares of common stock, plus warrants to purchase up to 125,000,000 at an exercise price of $ 0.04 per shares.

the six months ended June 30, 2021, the Company issued 21,964,188 shares of common stock upon conversion of convertible promissory notes

in the principal amount of $ 184,124 , plus accrued interest of $ 20,851 , and other fees of $ 1,000 at prices ranging from $ 0.0014 - $ 0.0641 .

the six months ended June 30, 2021, the Company issued 73,273,212 shares of common stock upon conversion of convertible promissory notes

in the principal amount of $ 587,628 , plus accrued interest of $ 74,006 , and other fees of $ 500 at prices ranging from $ 0.00495 - $ 0.0172 .

the six months ended June 30, 2021, the Company issued 1,000,000 shares of common stock for services at fair value.

the six months ended June 30, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of preferred stock.

STOCK OPTIONS

the six months ended June 30, 2021, the Company granted 400,000,000 stock options to its CEO and 50,000,000 stock options to an employee

of the Company (Please see Note 2).

SCHEDULE OF STOCK OPTIONS

Number of Options

Weighted average exercise price

Number of Options

Weighted average exercise price

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Exercisable as of the end of the periods

weighted average remaining contractual life of options outstanding as of March 31, 2021 and 2020 was as follows:

weighted average remaining contractual life of options outstanding as of June 30, 2021 and 2020 was as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

Exercisable Price

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Weighted Average Remaining Contractual Life (years)

stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2021 and 2020,

related to the granting of these options was $14,362,426 and $0, respectively.

of March 31, 2021 and 2020, respectively, there was no intrinsic value with regards to the outstanding options.

PROMISSORY NOTES

of March 31, 2021, the outstanding convertible promissory notes net of debt discount are summarized as follows:

stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2021 and 2020, related

to the granting of these options was $ 17,813,834 and $ 0 , respectively.

of June 30, 2021 and 2020, respectively, there was no intrinsic value with regards to the outstanding options.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES

of June 30, 2021, the Company’s outstanding convertible promissory notes net of debt discount are summarized as follows:

SCHEDULE OF OUTSTANDING CONVERTIBLE PROMISSORY NOTES

Convertible Promissory Notes, net of debt discount

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Total long-term liabilities

March 31, 2021, the Company had $107,000 in convertible promissory notes had a remaining debt discount of $20,227, leaving a net balance

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

PROMISSORY NOTES (Continued)

Company issued an unsecured convertible promissory note (the May 2014 Note”), in the amount of $500,000 on May 2, 2014.

June 30, 2021, the Company had $ 107,000 in convertible promissory notes with a remaining debt discount of $ 6,889 , leaving a net balance

of $ 100,111 .

Company issued an unsecured convertible promissory note (the May 2014 Note”), in the amount of $ 500,000 on May 2, 2014.

Note matured on September 18, 2019 , and was extended to May 2, 2022 on December 26, 2019.

The May 2014 Note bears interest at 10 % per

The May 2014 Note is convertible into shares of the Company’s common stock at a conversion price of a) the lesser of $0.25

per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty

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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 three months ended March 31, 2021, the Company exchanged principal of $1,560, plus accrued interest of $970 for preferred

As of March 31, 2021, the remaining balance of the May 2014 Note was $0.

Company issued various unsecured convertible promissory notes (the 2015-2018 Notes”) in the aggregate amount of $2,145,000 on various

During the six months ended June 30, 2021, the Company exchanged principal of $ 1,560 , plus accrued interest of $ 970 for preferred stock.

As of June 30, 2021, the remaining balance of the May 2014 Note was $ 0 .

Company issued various unsecured convertible promissory notes (the 2015-2018 Notes”) in the aggregate amount of $ 2,145,000 on various

dates of January 30, 2015 through February 9, 2018.

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at 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

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The fair value of the 2015-2018 Notes have been determined by using the Binomial lattice formula from the effective date of each tranche.

During the March 31, 2021, the Company exchanged the Note for Preferred Stock for principal in the amount of $1,960,500, plus accrued

During the June 30, 2021, the Company exchanged the Note for Preferred Stock for principal in the amount of $ 1,960,500 , plus accrued

interest of $ 923,717 .

As of March 31, 2021, the remaining balance of the 2015-2018 Notes was $0.

Company issued various unsecured convertible promissory notes (the Feb 18 Note”) in the aggregate amount of $430,000 on various

dates from February 26, 2018 through December 22, 2018.

On January 13, 2021 and February 23, 2021, the Company received additional tranches

in the amount of $70,000, associated with the Feb 2018 Note for a total aggregate of $500,000.

The maturity date of the Feb 18 Note was

extended, and as a result matures on February 18, 2023.

The Feb 18 Note bears interest at 10% per annum.

The Feb 18 Note is convertible

into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 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 with-in 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 Feb 18 Note was determined by using the Binomial lattice formula from the effective date of each

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $126,134 during

the three months ended March 31, 2021.

During the three months ended March 31 2021, the Company exchanged the Note for Preferred Stock

for principal in the amount of $500,000, plus accrued interest of $98,566.

As of March 31, 2021, the balance of the Feb 18 Note was $0.

As of June 30, 2021, the remaining balance of the 2015-2018 Notes was $ 0 .

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

Company issued an unsecured convertible promissory note on August 8, 2019 (the “August 2019 Note”), in the aggregate principal

Company issued various unsecured convertible promissory notes (the Feb 18 Note”) in the aggregate amount of $ 430,000 on

various dates from February 26, 2018 through December 22, 2018.

On January 13, 2021 and February 23, 2021, the Company received

additional tranches in the amount of $ 70,000 , associated with the Feb 2018 Note for a total aggregate of $ 500,000 .

The maturity date

of the Feb 18 Note was extended, and as a result matures on February 18, 2023 .

The Feb 18 Note bears interest at 10 % per annum.

Feb 18 Note is convertible into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of

$0.03 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 with-in 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 Feb 18 Note was 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 $ 126,134

during the six months ended June 30, 2021.

During the three months ended March 31 2021, the Company exchanged the Note for Preferred

Stock for principal in the amount of $ 500,000 , plus accrued interest of $ 98,566 .

As of June 30, 2021, the balance of the Feb 18 Note

Company issued an unsecured convertible promissory note on August 8, 2019 (the “August 2019 Note”), in the aggregate principal

amount of $ 53,500 .

4 unchanged sentences

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.

8 unchanged sentences

in the financials.

During the three months ended March 31, 2021, the Company issued 908,119 shares of common stock for principal in the

During the six months ended June 30, 2021, the Company issued 908,119 shares of common stock for principal in the

amount of $ 12,824 , plus accrued interest of $ 5,564 and other fees of $ 1,000 .

The August 2019 Note as of March 31, 2021, had a remaining

The August 2019 Note as of June 30, 2021, had a remaining

balance of $ 0 .

Company issued an unsecured convertible promissory note on February 13, 2020 (the “Feb 2020 Note”), in the aggregate principal

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

Company issued an unsecured convertible promissory note on February 13, 2020 (the “Feb 2020 Note”), in the aggregate principal

amount of $ 53,500 .

4 unchanged sentences

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.

5 unchanged sentences

value of the Feb 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes.

recorded amortization of debt discount, which was recognized as interest expense in the amount of $6,578 during the three months ended

March 31, 2021.

The Feb 2020 Note as of March 31, 2021, had a remaining balance of $53,500.

recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 6,578 during the six months ended

June 30, 2021.

The Feb 2020 Note as of June 30, 2021, had a remaining balance of $ 53,500 .

Company issued an unsecured convertible promissory note on July 6, 2020 (the Jul 2020 Note), in the aggregate principal amount of $ 53,000 .

2 unchanged sentences

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

8 unchanged sentences

The Company recorded amortization of debt

discount, which was recognized as interest expense in the amount of $27,153 during the three months ended March

The Company issued 4,062,044 shares of common stock upon conversion of principal in the amount of $53,000, plus accrued interest

The Jul 2020 Note as of March 31, 2021, had a remaining balance of $0.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

PROMISSORY NOTES (Continued)

discount, which was recognized as interest expense in the amount of $ 27,153 during the three months ended June 30, 2021.

issued 4,062,044 shares of common stock upon conversion of principal in the amount of $ 53,000 , plus accrued interest of $ 2,650 .

2020 Note as of June 30, 2021, had a remaining balance of $ 0 .

Company issued an unsecured convertible promissory note on August 4, 2020 (the Aug 2020 Note), in the aggregate principal amount of $ 53,000 .

3 unchanged sentences

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

8 unchanged sentences

The Company recorded amortization of

debt discount, which was recognized as interest expense in the amount of $31,219 during the three months ended March 31, 2021.

debt discount, which was recognized as interest expense in the amount of $ 31,219 during the six months ended June 30, 2021.

issued 868,175 shares of common stock upon conversion of principal in the amount of $ 53,000 , plus accrued interest of $ 2,650 .

2020 Note as of March 31, 2020 had a remaining balance of $ 0 .

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.

value of the Aug 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes.

recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 13,338 during the six months ended

June 30, 2021.

The Aug 2020 Note as of June 30, 2021, had a remaining balance of $ 53,500 .

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

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 .

3 unchanged sentences

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.

5 unchanged sentences

value of the Sep 2020 Note has been determined by using the Binomial lattice formula from the effective date of the notes.

recorded amortization of debt discount, which was recognized as interest expense in the amount of $37,318 during the three months ended

March 31, 2021.

recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 37,318 during the six months ended

June 30, 2021.

The Company issued 2,100,000 shares of common stock upon conversion of principal in the amount of $ 53,000 , plus accrued

interest of $ 2,650 .

The Sep 2020 Note as of March 31, 2021, had a remaining balance of $0.

The Sep 2020 Note as of June 30, 2021, had a remaining balance of $ 0 .

Company issued an unsecured convertible promissory note on November 2, 2020 (the Nov 2020 Note), in the aggregate principal amount of

4 unchanged sentences

The Nov 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.

7 unchanged sentences

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $44,433 during the March 31, 2021.

The Note was paid off

in cash for principal and interest.

Company issued The Nov 2020 Note as of March 31, 2021 had a remaining balance of $0.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

PROMISSORY NOTES (Continued)

of debt discount, which was recognized as interest expense in the amount of $ 44,433 during the June 30, 2021.

The Note was paid off in

cash for principal and interest.

Company issued The Nov 2020 Note as of June 30, 2021 had a remaining balance of $ 0 .

Company issued an unsecured convertible promissory note on December 2, 2020 (the Dec 2020 Note), in the aggregate principal amount of

4 unchanged sentences

The Dec 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.

2 unchanged sentences

deadline that the Borrower fails to deliver such common stock.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

conversion feature of the Dec 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset

3 unchanged sentences

The Company recorded amortization of debt discount, which was recognized as interest expense in

the amount of $3,416 during the March 31, 2021.

the amount of $ 3,416 during the June 30, 2021.

The Note was paid off in cash for principal and interest.

The Dec 2020 Note as of March

The Dec 2020 Note as of June

30, 2021 had a remaining balance of $ 0 .

Company issued an unsecured convertible promissory note on January 4, 2021 (the Jan 2021 Note), in the aggregate principal amount of

Company issued an unsecured convertible promissory note on January 4, 2021 (the Jan 4, 2021 Note), in the aggregate principal amount

of $ 53,500 .

The Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

2 unchanged sentences

The Jan 2021 Note bears interest at 10 % per annum.

The 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

3 unchanged sentences

that the Borrower fails to deliver such common stock.

conversion feature of the Jan 2021 Note was considered a derivative in accordance with current accounting guidelines because of the reset

conversion features of the Jan 2021 Note.

The fair value of the Jan 2021 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 $53,500 during the three months ended March 31, 2021.

The Note was paid off in cash for principal and interest.

2021 Note as of March 31, 2021 had a remaining balance of $0.

Company issued an unsecured convertible promissory note on January 14, 2021 (the Jan1421 Note), in the aggregate principal amount of

The conversion feature of the Jan 4 2021 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Jan 4 2021 Note.

The fair value of the Jan 4 2021

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 $ 53,500 during the six months ended June 30, 2021.

was paid off in cash for principal and interest.

The Jan 4 2021 Note as of June 30, 2021 had a remaining balance of $ 0 .

Company issued an unsecured convertible promissory note on January 14, 2021 (the Jan 14 2021 Note), in the aggregate principal amount

of $ 53,500 .

The Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

2 unchanged sentences

The Jan 14 2021 Note bears interest at 10 % per annum.

The Jan1421 Note may be converted into shares of the Company’s

The Jan 14 2021 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

3 unchanged sentences

that the Borrower fails to deliver such common stock.

conversion feature of the Jan1421 Note was considered a derivative in accordance with current accounting guidelines because of the reset

conversion features of the Jan1421 Note.

The fair value of the Jan1421 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 $53,500 during the March 31, 2021.

The Note was paid off in cash for principal and interest.

The Jan1421 Note as of March

31, 2021 had a remaining balance of $0.

the period ended March 31, 2021, the Company exchanged convertible notes in the amount of $2,462,060 in principal, plus accrued interest

of $1,023,253 for preferred stock.

addition, the Company paid off convertible notes in the amount of $203,000 in principal, plus accrued interest of $52,780 in cash in

the amount of $255,780.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

PROMISSORY NOTES (Continued)

The conversion feature of the Jan 14 2021 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Jan 14 2021 Note.

The fair value of the Jan 14 2021

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 $ 53,500 during the June 30, 2021.

The Note was paid off in

cash for principal and interest.

The Jan 14 2021 Note as of June 30, 2021 had a remaining balance of $ 0 .

the period ended June 30, 2021, the Company exchanged convertible notes in the amount of $ 2,462,060

in principal, plus accrued interest of $ 1,023,253

shares of Series C Preferred Shares.

addition, the Company repaid convertible notes in the amount of $ 203,000 in principal, plus accrued interest of $ 52,780 .

evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature

2 unchanged sentences

standards for equity classification.

The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would

a separation into a host contract and derivative instrument.

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

3 unchanged sentences

The derivative liability is adjusted periodically per the stock price fluctuations.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

DERIVATIVE LIABILITIES

evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature

12 unchanged sentences

change in value reported in the statement of operations.

the March 31, 2021, 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 $180,004, based upon a Binomial-Model

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.

the March 31, 2021, the Company converted $184,124 in principal of convertible notes, plus accrued interest of $20,851, and other

fees of $1,000.

the six months ended June 30, 2021, 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 $ 180,004 , 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.

the six months ended June 30, 2021, the Company converted $ 184,124 in principal of convertible notes, plus accrued interest of $ 20,851 ,

and other fees of $ 1,000 .

The convertible notes were valued using the binomial lattice valuation model showing an increase in fair value

of the derivatives issued by $ 638,936 and the loss on the change in derivatives by $ 30,039,479 .

As of March 31, 2021, the

fair value of the derivative liability was $323,689.

As of June 30, 2021, the fair value of

the derivative liability was $ 73,395 .

purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice

1 unchanged sentence

The significant assumptions used in the Binomial lattice valuation model for the derivative are as follows:

SCHEDULE OF DERIVATIVE LIABILITIES VALUATION ASSUMPTIONS

Risk free interest rate

2 unchanged sentences

Weighted average expected option life

1 year - 5 years

6 months - 1 year

Expected dividend yield

3 unchanged sentences

use in future years.

RELATED PARTY TRANSACTION

January 14, 2021, the Company issued 1,000 shares of Series B Preferred Stock to David Lee.

As of June 30, 2021, there were no Series

B Preferred Stock outstanding.

The total purchase price is $ 0.10 for 1,000 shares of Series B Preferred Stock.

The Series B Preferred

stock expired on January 29, 2021.

As of June 30, 2021, there were no shares of Series B outstanding.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS –

THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

PARTY TRANSACTION

January 14, 2021, the Company issued 1,000 shares of Series B Preferred Stock to Mr.

David Lee as a bonus for services.

As of March 31,

2021, there were no Series B Preferred Stock outstanding.

PURCHASE AGREEMENT

January 27, 2021, the Company entered into a securities purchase agreement with an investor to sell through a private placement

an aggregate of 52,000,000 shares of common stock and separate pre-funded warrants to purchase up to 31,333,334 shares of common

stock, plus warrants to purchase up to 83,333,334 at an exercise price of $0.06 per share.

In addition, the combined purchase

price of $0.06 per one (1) share of common stock and associated warrant had a purchase price of $0.0599 per one (1) pre-funded

and associated warrant for aggregate gross proceeds of $4,996,866 (5,000,0000 assuming full exercise of the pre-funded warrants).

for gross proceeds to the Company of approximately $5,000,000.

After closing cost the Company received net funds of $4,406,217,

which does include the prefunded amount of $3,133.

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

April 14, 2021, the Company issued 1,000 shares of Series D Preferred Stock to David Lee s.

The total purchase price is $ 0.10 for 1,000

shares of Series D Preferred Stock.

The Series D Preferred stock expired on May 29, 2021.

As of June 30, 2021, there were no shares of

Series D outstanding.

SECURITIES PURCHASE AGREEMENT

January 27, 2021, the Company entered into a securities purchase agreement with an investor to sell through a private placement an aggregate

of 52,000,000 shares of common stock and separate pre-funded warrants to purchase up to 31,333,334 shares of common stock, plus warrants

to purchase up to 83,333,334 at an exercise price of $ 0.06 per share.

In addition, the combined purchase price of $ 0.06 per one (1) share

of common stock and associated warrant had a purchase price of $ 0.0599 per one (1) pre-funded and associated warrant for aggregate gross

proceeds of $ 4,996,866 ( 5,000,000 0 assuming full exercise of the pre-funded warrants) for gross proceeds to the Company of approximately

$ 5,000,000 .

After closing cost the Company received net funds of $ 4,406,217 , plus pre-funded proceeds of $ 3,133 for total cash received

of $ 4,409,350 .

connection with the closing, the Company issued an additional 6,250,000 shares of warrants to purchase common stock with an exercise

price of $ 0.075 and a termination date of July 27, 2026 .

The Company issued 120,916,668

common stock purchase warrants associated with a securities purchase agreement during the three months ended March 31, 2021.

Weighted average exercise

April 4, 2021, the Company entered into a securities purchase agreement with an investor to sell through a direct registered offering

an aggregate of 65,000,000 shares of common stock and separate pre-funded warrants to purchase up to 60,000,000 shares of common stock,

plus warrants to purchase up to 125,000,000 at an exercise price of $ 0.04 per shares.

In addition, the combined purchase price of $ 0.04

per one (1) share of common stock and associated warrant had a purchase price of $ 0.0399 per one (1) pre-funded and associated warrant

for aggregate gross proceeds of $ 4,994,000 ( 5,000,000 0 assuming full exercise of the pre-funded warrants) for gross proceeds to the Company

of approximately $ 5,000,000 .

After closing cost, the Company received net funds of $ 4,369,350 , plus pre-funded proceeds of $ 3,000 for

total cash received of $ 4,372,350 .

As of June 30, 2021, there remains 30,000,000 pre-funded warrants to be purchased.

connection with the closing, the Company issued an additional 9,375,000 shares of warrants to purchase common stock with an exercise

price of $ 0.05 and a termination date of April 4, 2026 .

SCHEDULE OF WARRANTS ACITIVITY

Weighted average exercise price

Outstanding as of the beginning of the periods

1 unchanged sentence

Exercisable as of the end of the periods

The weighted average remaining

contractual life of the warrants outstanding as of March 31, 2021 was as follows:

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

weighted average remaining contractual life of the warrants outstanding as of June 30, 2021 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercisable Price

1 unchanged sentence

Stock Warrants Exercisable

Weighted Average Remaining

Contractual Life (years)

AND CONTINGENCIES

Weighted Average Remaining Contractual Life (years)

COMMITMENTS AND CONTINGENCIES

Company rents office space on a yearly basis with a monthly rent payment in the amount of $ 550 .

3 unchanged sentences

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.

of March 31, 2021, there were no legal proceedings against the Company.

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent

April 7, 2021, the Company entered into a securities purchase agreement with an investor to sell through a private placement an aggregate

of 65,000,000 shares of common stock and two separate pre-funded warrants to purchase up to an aggregate of 60,000,000 shares of common

stock, and an aggregate of 125,000,000 shares of common stock for gross proceeds to the Company of approximately $5,000,000.

purchase price for one share of common stock and a warrant to purchase one share of common stock is $0.04 and the combined purchase price

for one pre-funded warrant to purchase one share of common stock and a warrant to purchase one share of common stock is $0.0399.

April 14, 2021, the Board of Directors of the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, with a $0.0001

par value per share to David Lee, CEO in exchange for his continued employment with the Company.

The Series D Preferred Stock total purchase

price is $0.10 for 1, 000 shares of Series D Preferred Stock.

On May 4, 2021, the Board

of Directors increased the authorized number of shares of common stock of the Corporation from 3,000,000,000 shares of common

stock, par value $0.0001 per share to 6,000,000,000 shares of common stock, par value $0.0001 per share.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note on Forward-Looking Statements.

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.

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.

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.

are a developer of clean energy technologies.

Our current focus is on developing an electrolyzer technology to lower the cost of Green

Hydrogen production.

As of April 30, 2021, we changed our name from BioSolar, Inc.

to NewHydrogen, Inc.

is the cleanest and most abundant fuel in the universe.

It is zero-emission and only produces water vapor when used.

However, hydrogen

does not exist in its pure form on Earth so it must be extracted.

For centuries, scientists have known how to electricity to split water

into hydrogen and oxygen using a device called an electrolyzer.

Electrolyzers installed behind a solar farm or wind farm can use renewable

electricity to split water, thereby producing Green Hydrogen.

However, modern electrolyzers still cost too much.

The chemical catalysts

that enable the water-splitting reactions are currently made from platinum and iridium –

both are very expensive precious metals.

These catalysts account for nearly 50% of the cost of the electrolyzer.

are developing technologies to significantly reduce or replace rare earth materials with inexpensive earth abundant materials in electrolyzers

to help usher in a Green Hydrogen economy.

are also developing innovative technologies to increase the storage capacity, lower the cost and extend the life of lithium-ion batteries

for electric vehicles or EV.

We have previously developed an innovative material technology to reduce the cost per watt of electricity

produced by Photovoltaic, or PV, solar modules.

We are currently working on a silicon anode material technology intended to reduce the

cost of current and future generation of lithium-ion batteries for EVs.

of Critical Accounting Policies

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

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.

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.

Value of Financial Instruments

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.

Issued Accounting Pronouncements

reviewed currently issued pronouncements during the three months ended March 31, 2021, 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.

of Operations –

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020.

and Administrative Expenses

and administrative (“G&A”) expenses increased by $14,679,652 to $14,798,471 for the three months

ended March 31, 2021 compared to $118,819 for the prior period ended March 31, 2020.

This increase in G&A expenses was the

result of an increase in professional fees in the amount of $268,871, an increase in the fair value of non-cash stock option

expense in the amount of $14,362,426, and an increase in salaries of $41,521, and an overall increase of $6,834.

and Development

and Development (“R&D”) expenses decreased by $175,406 to $219,026 for the three months ended March 31, 2021, compared

to $60,471 for the prior period ended March 31, 2020.

This overall increase in R&D expenses was the result of an increase in outside

research fees.

expense for the three months ended March 31, 2021 and 2020 was $1,091 and $1091, respectively.

Income/(Expenses)

income and (expenses) increased by $(72,730,933) to $65,828,951for the three months ended March 31, 2021, compared to $(6,901,982)

for the prior period ended March 31, 2020.

The increase 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 $23,613,095, an increase in gain on extinguishment of convertible

debt for equity of $96,666,293, an increase in interest expense of $322,625, which includes non-cash expense of amortization of

debt discount in the amount of $435,762, and interest income of $360.

The increase in other income and (expenses) was primarily

due to the net change in the fair value of the derivative instruments.

Income (Loss)

net income for the three months ended March 31, 2021 was $50,810,363, compared to a net loss of $(7,065,512) for the prior

period ended March 31, 2020.

The increase in net lincome 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.

AND CAPITAL RESOURCES

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.

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 three months ended March 31, 2021, we did not generate any revenues, and incurred net income of $50,810,363,

due to an overall change in non-cash derivative liability, and used cash of $587,294 in operations.

As of March 31, 2021,

we had working capital of $3,543,127 and a shareholders’

equity of $3,578,231.

These factors, among others, raise substantial

doubt about our ability to continue as a going concern.

the three months ended March 31, 2021, we obtained funding through the sale of unregistered common shares and our convertible debt.

believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors.

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.

of March 31, 2021, we had working capital of $3,543,127 compared to a working capital deficit of $150,532,859 for the year ended December

This increase in working capital of $154,075,986 was due primarily to an increase in cash, and prepaid expenses, and with a

decrease in accrued expenses, convertible debt and derivative liability associated with our outstanding notes.

the three months ended March 31, 2021, we used $587,294 of cash for operating activities, as compared to $152,626 for the

year ended December 31, 2020.

The increase in the use of cash for operating activities for the current period was a result of

a decrease in accounts payable.

provided from equity financing activities was $5,192,000 for the three months ended March 31, 2021, as compared to $159,500 for the prior

period ended March 31, 2020.

The increase was due to equity financing during the current period.

Our capital needs have primarily been

met from the proceeds of the sale of our securities, as we currently have not generated any revenues.

independent auditors, in their report on our audited financial statements for the year ended December 31, 2020, expressed substantial

doubt about our ability to continue as a going concern.

Our financial statements as of March 31, 2021 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.

OF OPERATION AND FINANCING NEEDS

are engaged in the development of innovative technologies to significantly reduce or replace catalysts made from rare earth materials

with catalysts made from inexpensive earth abundant materials in electrolyzers to lower the cost of producing Green Hydrogen.

currently also working on a silicon anode material technology intended to reduce the cost of lithium-ion batteries for electric vehicles.

plan of operation within the next three months is to utilize our cash balances to work on developing catalyst technologies for producing

Green Hydrogen and a new EV silicon oxide 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 twenty four months.

estimates that it will require additional cash resources during 2023, based upon its current operating plan and condition.

expect increased expenses during the second quarter of 2021.

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 twenty four 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

Sheet Arrangements

of March 31, 2021, 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

matters will not have a material adverse effect on the Company’s financial position or results of operations.

of June 30, 2021, there were no legal proceedings against the Company.

SUBSEQUENT EVENT

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are no subsequent events

July 20, 2021, the Company issued 30,000,000 shares of common shares upon exercise of pre-funded warrants at an exercise price of $ 0.0001 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements