What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-02-16 · 34 added, 186 removed, 3 unchanged (99% of the section changed)

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES.

On February 22, 2007,

our common stock became eligible for quotation on the OTC Bulletin Board under the ticker symbol “BSRC”

and is currently

quoted on the OTC Pink maintained by the OTC Markets Group, Inc.

under the ticker symbol “BSRC”.

For the periods indicated,

the following table sets forth the high and low bid prices per share of common stock.

These high and low bid prices represent prices

quoted by broker-dealers on the OTC Pink.

These prices represent inter-dealer quotations without retail markup, markdown, or commission

and may not necessarily represent actual transactions.

Quarter Ended

As of February 8, 2021,

our common stock was held by 88 stockholders of record and we had 528,062,717 shares of common stock issued and outstanding.

FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES.

February 22, 2007, our common stock became eligible for quotation on the OTC Bulletin Board under the ticker symbol “BSRC”

and is currently quoted on the OTC Pink maintained by the OTC Markets Group, Inc.

under the ticker symbol “NEWH”.

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

of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.

common stock do not have cumulative voting rights.

Therefore, holders of a majority of the shares of common stock voting for the election

of directors can elect all of the directors to our board of directors.

Subject to the rights of our preferred stock, holders of the

Company’s common stock representing a majority of the voting power of the Company’s common stock issued, outstanding and

entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.

A vote by the

holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such

as a liquidation, merger or an amendment to the Company’s articles of incorporation

to the rights of preferred stockholders (if any), holders of the Company’s common stock are entitled to share in all dividends

that the Board of Directors, in its discretion, declares from legally available funds.

In the event of a liquidation, dissolution or

winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities

and after providing for each class of stock, if any, having preference over the common stock.

The Company’s common stock has no

pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company’s common stock.

of March 30, 2022, our common stock was held by 90 stockholders of record and we had 715,496,051 shares of common stock issued and

We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant

portion of our outstanding common stock is held of record in broker street names for the benefit of individual investors.

Dividend Policy

We have never declared

or paid any cash dividends on our common stock.

We do not anticipate paying any cash dividends to stockholders in the foreseeable

In addition, any future determination to pay cash dividends will be at the discretion of the board of directors and will

be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of

Directors deem relevant.

have never declared or paid any cash dividends on our common stock.

We do not anticipate paying any cash dividends to stockholders in

the foreseeable future.

In addition, any future determination to pay cash dividends will be at the discretion of the board of directors

and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board

of Directors deem relevant.

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Transfer Agent

The Company’s

registrar and transfer agent is Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601.

Securities Authorized for Issuance Under Equity Compensation

We currently do not have an equity compensation

Unregistered Sales of Equity Securities

Issuer Purchases of Equity Securities

SELECTED FINANCIAL DATA

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

Special Note on Forward-Looking Statements.

Certain statements in

“Management’s Discussion and Analysis or Plan of Operation”

below, and elsewhere in this annual report, are not

related to historical results, and are forward-looking statements.

Forward-looking statements

present our expectations or forecasts of future events.

You can identify these statements by the fact that they do not relate strictly

to historical or current facts.

These statements involve known and unknown risks, uncertainties and other factors that may cause

our actual results, levels of activity, performance or achievements to be materially different from any future results, levels

of activity, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements frequently

are accompanied by such words such as “may,”

“will,”

“should,”

“could,”

“expects,”

“plans,”

“intends,”

“anticipates,”

“believes,”

“estimates,”

“predicts,”

“potential”

or “continue,”

or the negative of such terms or other words and terms of similar meaning.

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 annual 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 below and elsewhere in this annual report, and in other reports filed by us with the SEC.

You should read the

following description of our financial condition and results of operations in conjunction with the financial statements and accompanying

notes included in this Annual Report beginning on page F-1.

We are a developer of

clean energy technologies.

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

Hydrogen 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 use 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.

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.

We are developing 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 Green Hydrogen, thus help usher in a Green Hydrogen economy.

In a 2020 report,

Goldman Sachs estimated that Green Hydrogen will be a $12 trillion market opportunity by 2050.

We are also developing

innovative technologies to increase the storage capacity, lower the cost and extend the life of lithium-ion batteries for electric

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.

We have previously developed

an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER

31, 2020 COMPARED TO THE YEAR ENDED DECEMBER 31, 2019

General and Administrative Expenses

General and administrative

(“G&A”) expenses increased by $18,997 to $447,665 for the year ended December 31, 2020, compared to $428,668 for

the prior period December 31, 2019.

This increase in G&A expenses was the result of an increase in salary of $24,000, with

an overall decrease of $5,003 in other G&A expenses.

Research and Development

(“R&D”) expenses decreased by $86,965 to $177,722 for the year ended December 31, 2020, compared to $264,687 for

the prior period ended December 31, 2019.

This overall decrease in R&D expenses was the result of a decrease in consultant

fees and prototype cost.

Depreciation and amortization Expense

Depreciation and amortization

expense for the years ended December 31, 2020 and 2019 was $4,365 and $6,890, respectively.

Other Income/(Expenses)

Other income and (expenses)

increased by $(144,737,518) to $(139,914,908) of other expense for the year ended December 31, 2020, compared to $4,822,610 of

other income for the prior period ended December 31, 2019.

The increase in non-cash loss on change in fair value of the derivative

instruments of $144,816,102, with a decrease in interest expense in the amount of $78,545, which includes the net change in amortization

of debt discount in the amount of $61,956, and interest income of $39.

The decrease in other income and (expenses) was primarily

due to the non-cash net change in derivatives for our outstanding convertible promissory notes.

Our net loss was $(140,544,660)

for the year ended December 31, 2020, compared to a net income of $4,122,365 for the prior period ended December 31, 2019.

increase in net income 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 the calculated estimates.

These inputs are used to determine the fair value of the derivative

liabilities and are subject to significant changes from period to period based on these valuations, 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.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2020,

we had $150,532,859 in working capital deficit as compared to $10,048,922 for the prior year ended December 31, 2019.

in working capital deficit was due primarily to an increase in derivative liability, convertible debt, cash, and prepaid expenses,

with an decrease in accounts payable.

During the year ended

December 31, 2020, the Company used $647,298 of cash for operating activities, as compared to $718,403 for the prior year ended

December 31, 2019.

The decrease in the use of cash for operating activities was a result of a decrease in research and development,

with an increase in salary expense in the fiscal year ended December 31, 2020 compared to December 31, 2019.

The Company is focused

on development of silicon anode additive technology for next generation lithium-ion batteries.

Cash used in investing

activities for the years ended December 31, 2020 and 2019 was $0, respectively.

Cash provided from financing

activities during the year ended December 31, 2020 was $649,000 as compared to $697,500 for the prior year ended December 31, 2019.

Our capital needs have primarily been met from the proceeds of convertible debt offerings.

We are currently in the development

stage of our business and have no revenues.

Our financial statements

as of December 31, 2020 and 2019 have been prepared under the assumption that we will continue as a going concern.

Our independent

registered public accounting firm has issued their report dated February 14, 2021 that included an explanatory paragraph expressing

substantial doubt in our ability to continue as a going concern without additional capital becoming available.

Our ability to continue

as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional

equity or debt financing, attain further operating efficiencies and, ultimately, achieve profitable operations.

Our financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the

development of clean energy technologies including green hydrogen, and lithium-ion battery components.

The Company’s current

focus is on developing a breakthrough electrolyzer technology to lower the cost of Green Hydrogen production.

Our plan of operation

within the next six months is to utilize our cash balances to expand the existing electrolyzer technology program focused on significantly

reducing or replacing rare earth materials in electrolyzers with inexpensive earth abundant materials to help usher in a Green

Hydrogen economy.

We will continue developing our silicon anode material processing technology for high capacity and low-cost Lithium-ion

We believe that our

current cash and investment balances will be sufficient to support development activity and general and administrative expenses

for the next twelvemonths.

Management estimates that it will require additional cash resources during 2022, based upon its current

operating plan and condition.

We expect increased expenses during the second quarter of 2021 as we ramp up prototyping efforts

for electrolyzer incorporating our catalyst technology as well as commence an additional related technology program.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial information

required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Company’s registrar and transfer agent is Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601.

Authorized for Issuance Under Equity Compensation Plan

currently do not have an equity compensation plan.

Sales of Equity Securities

Purchases of Equity Securities

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-K

Item 5. Market for Registrant’s Common Equity