What changed in this filing

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Item 1. Financial Statements

2021-11-08 compared with 2021-08-09 · 218 added, 231 removed, 601 unchanged (43% of the section changed)

2 unchanged sentences

BALANCE SHEET

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

June 30, 2021

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

September 30, 2021

December 31, 2020

22 unchanged sentences

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 685,496,051 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

9 unchanged sentences

STATEMENTS OF OPERATIONS

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

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Nine Months Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

OPERATING EXPENSES

11 unchanged sentences

( 15,695,109 )

( 29,966,083 )

( 15,864,120 )

Interest expense

TOTAL OTHER INCOME (EXPENSES)

( 15,903,807 )

( 16,529,993 )

NET INCOME (LOSS)

1 unchanged sentence

$ ( 16,062,126 )

$ ( 16,993,385 )

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.

1 unchanged sentence

STATEMENT OF SHAREHOLDERS’ DEFICIT

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

SIX MONTHS ENDED JUNE 30, 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

NINE MONTHS ENDED SEPTEMBER 30, 2020

Preferred Stock

13 unchanged sentences

Issuance of common stock warrants deemed dividends

Balance at June 30, 2020 (unaudited)

( 16,993,385 )

SIX MONTHS ENDED JUNE 30, 2021

Balance at September 30, 2020 (unaudited)

$ ( 41,524,226 )

$ ( 28,570,902 )

NINE MONTHS ENDED SEPTEMBER 30, 2021

Preferred Stock

10 unchanged sentences

( 5,983,504 )

Balance at June 30, 2021 (unaudited)

Net Income (loss)

Balance at September 30, 2021 (unaudited)

$ 133,894,558

3 unchanged sentences

STATEMENTS OF CASH FLOWS

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

June 30, 2021

June 30, 2020

Six Months Ended

June 30, 2021

June 30, 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Nine Months Ended

September 30, 2021

September 30, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

16 unchanged sentences

( 1,720,030 )

( 16,326,644 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

Procceds for the sale of common stock for cash

Proceeds for the sale of common stock for cash

Principal payments on convertible debt

Net prroceeds from convertible promissory notes

Net proceeds from convertible promissory notes

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

( 16,061,144 )

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

$ ( 15,999,350 )

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

7 unchanged sentences

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Basis of Presentation

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

of Presentation

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

4 unchanged sentences

been included.

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.

Operating results for the nine months ended September 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.

6 unchanged sentences

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

During the six months ended June 30,

During the nine months ended September

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

Management believes the existing shareholders,

6 unchanged sentences

in case of equity financing.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OF SIGNIFICANT ACCOUNTING POLICIES

summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.

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TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

10 unchanged sentences

Machinery and equipment

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

expense for the nine months ended September 30, 2021 and 2020 was $ 1,007 and $ 1,343 , respectively.

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

5 unchanged sentences

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.

expense for the nine months ended September 30, 2021 and the year ended December 31, 2020 was $ 2,267 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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the term of the optionee’s employment, with the first installment of 1,388,889 shares vesting on March 18, 2021.

NEWHYDROGEN, INC.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2 unchanged sentences

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

rate, and estimated life.

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

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

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

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, 2021, 465,950,000 stock

options were outstanding.

and Development

and development costs are expensed as incurred.

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

June 30, 2021 and 2020, respectively.

Total research and development costs were $ 1,005,588 and $ 118,582 for the nine months

ended September 30, 2021 and 2020, respectively.

Earnings (Loss) per Share Calculations

5 unchanged sentences

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 465,950,000 stock options for the six months ended June 30,

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

30, 2021, because their impact on the income per share is dilutive.

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.

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 excluded

1 unchanged sentence

SCHEDULE OF NET EARNINGS PER SHARE

For the Six Months Ended

For the Nine Months Ended

September 30,

Income (Loss) to common shareholders (Numerator)

5 unchanged sentences

practicable to estimate that value.

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

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

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

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).

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

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:

1 unchanged sentence

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

7 unchanged sentences

Assets and liabilities measured at fair value on a recurring

basis are as follows at June 30, 2021:

basis are as follows as of September 30, 2021:

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

Derivative Liability at fair value as of June 30, 2021

Derivative Liability at fair value as of September 30, 2021

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

6 unchanged sentences

Loss on change in derivative liability

Balance as of June 30, 2021

Balance as of September 30, 2021

for Derivatives

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TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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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

5 unchanged sentences

Preferred Stock.

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

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

The Series B Preferred stock were redeemed by the Company on February 28, 2021.

As of September 30, 2021, there were

no shares of Series B Preferred Stock outstanding.

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

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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.

period ended September 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

1 unchanged sentence

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 – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

STOCK (Continued)

The Series D Preferred stock were redeemed

by the Company on May 29, 2021.

As of September 30, 2021, there were no shares of Series D Preferred Stock outstanding.

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

1 unchanged sentence

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).

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

STOCK (Continued)

the nine months ended September 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

the nine months ended September 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 share.

the nine months ended September 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

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

the nine months ended September 30, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of preferred

the nine months ended September 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

6 unchanged sentences

Exercisable as of the end of the periods

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

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

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

7 unchanged sentences

Weighted Average Remaining Contractual Life (years)

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.

stock-based compensation expense recognized in the statement of operations during the nine months ended September 30, 2021 and 2020,

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

of September 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

Less current portion

Total long-term liabilities

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 .

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES

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

13 unchanged sentences

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 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 .

During the nine months ended September 30, 2021, the Company exchanged principal of $ 1,560 , plus accrued interest of $ 970 for preferred

The May 2014 Note, as of September 30, 2021, was fully converted.

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

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

During the nine months ended September 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 .

The 2015-2018 Notes, as of September 30, 2021, was fully converted.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

21 unchanged sentences

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

during the nine months ended September 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 .

The Feb 18 Note, as of September 30,

2021, was fully converted.

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

16 unchanged sentences

in the financials.

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 June 30, 2021, had a remaining

balance of $ 0 .

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

During the nine months ended September 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 September 30, 2021, was fully

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

13 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 six months ended

June 30, 2021.

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

September 30, 2021, the Company issued 6,479,947 shares of common stock for principal in the amount of $ 53,500 , plus accrued interest

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 6,578 during

the nine months ended September 30, 2021.

The Feb 2020 Note as of September 30, 2021, was fully converted.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

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

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

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 $ 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 .

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

The fair value of the Jul 2020 Note has been determined by using the Binomial lattice formula from the effective date of the

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 27,153 during

the three months ended September 30, 2021.

The Company issued 4,062,044 shares of common stock upon conversion of principal in the

amount of $ 53,000 , plus accrued interest of $ 2,650 .

The Jul 2020 Note as of September 30, 2021, was fully converted.

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

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The Company recorded amortization of

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 .

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

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

The Aug 2020 Note as of March 31, 2020, was fully converted.

Company issued an unsecured convertible promissory note on August 17, 2020 (the “Aug 2020 Note”), in the aggregate principal

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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 .

period the Company issued 6,440,677 shares of common stock upon conversion of principal in the amount of $ 53,500 , plus accrued interest

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 33,566 during

the nine months ended September 30, 2021.

The Aug 2020 Note as of September 30, 2021, was fully converted.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

14 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 six months ended

June 30, 2021.

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

September 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 June 30, 2021, had a remaining balance of $ 0 .

The Sep 2020 Note as of September 30, 2021, was fully converted.

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

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The Company recorded amortization

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 .

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

The Note was paid

off in cash for principal and interest.

Company issued The Nov 2020 Note as of September 30, 2021, was fully converted.

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

9 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 June 30, 2021.

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

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

The Dec 2020 Note as of June

30, 2021 had a remaining balance of $ 0 .

The Dec 2020 Note as of

September 30, 2021, was fully converted.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

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

7 unchanged sentences

(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 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 .

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 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.

value of the Jan 4 2021 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 $ 53,500 during the nine months ended

September 30, 2021.

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

The Jan 4 2021 Note as of September 30, 2021, was fully

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

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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.

of debt discount, which was recognized as interest expense in the amount of $ 53,500 during the September 30, 2021.

The Note was paid

off in cash for principal and interest.

The Jan 14 2021 Note as of September 30, 2021, was fully converted.

the nine months ended September 30, 2021, the Company exchanged convertible notes in the amount of $ 2,462,060 in principal, plus accrued

interest of $ 1,023,253 for 34,853 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 .

of September 30, 2021, the Company had no outstanding convertible promissory notes.

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.

recorded a derivative liability representing the imputed interest associated with the embedded derivative.

The derivative liability

is adjusted periodically per the stock price fluctuations.

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

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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

of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion

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 NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

LIABILITIES (Continued)

convertible notes issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed.

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change in value reported in the statement of operations.

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 ,

the nine months ended September 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 nine months ended September 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 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

valuation model.

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

Stock volatility factor

63.0 % - 65.0 %

Weighted average expected option life

6 months - 1 year

Expected dividend yield

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 $ 29,966,083 .

As of September 30, 2021,

all derivatives were fully converted or paid off.

to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting

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use in future years.

RELATED PARTY TRANSACTION

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

As of September 30, 2021, there were no Series

B Preferred Stock outstanding.

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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 – 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.

stock were redeemed by the Company on January 29, 2021.

As of September 30, 2021, there were no shares of Series B Preferred Stock outstanding.

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

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

The Series D Preferred stock were redeemed by the Company on May 29, 2021.

As of September 30, 2021,

there were no shares of Series D 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

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of $ 4,409,350 .

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

SECURITIES PURCHASE AGREEMENT (Continued)

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

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total cash received of $ 4,375,350 .

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

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Exercisable as of the end of the periods

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:

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

SCHEDULE OF WARRANTS OUTSTANDING

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Weighted Average Remaining Contractual Life (years)

COMMITMENTS AND CONTINGENCIES

AND CONTINGENCIES

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

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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

of September 30, 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 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