What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-02-16 · 1064 added, 1352 removed, 217 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

“disclosure controls and procedures,”

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be

disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C.

78a et seq.) is recorded, processed,

summarized and reported, within the time periods specified in the Commission’s rules and forms.

These disclosure

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management,

including our principal executive and principal financial officers, or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating

our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived

and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met.

Additionally,

in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the

cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures

also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions.

As of December 31, 2020,

we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial

Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

AND PROCEDURES.

of Disclosure Controls and Procedures.

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the issuer

in the reports that it files or submits under the Act (15 U.S.C.

78a et seq.) is recorded, processed, summarized and reported, within

the time periods specified in the Commission’s rules and forms.

These disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under

the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment

in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and

procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any

design will succeed in achieving its stated goals under all potential future conditions.

of December 31, 2021, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and

Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in

ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported,

within the time periods specified for each report and that such information is accumulated and communicated to our management,

including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to

allow timely decisions regarding required disclosure.

Management’s Report of Internal

Control over Financial Reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule

Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors

regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how

well designed have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control

over financial reporting as of December 31, 2020.

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring

that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time

periods specified for each report and that such information is accumulated and communicated to our management, including our principal

executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

Report of Internal Control over Financial Reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Exchange Act Rule 13a - 15(f).

Our internal control system was designed to provide reasonable assurance to our management and the

Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no

matter how well designed have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable

assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2021.

In making this assessment, our management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework

- Guidance for Smaller Public Companies (the COSO criteria).

Based on our assessment we believe that, as of December 31, 2020,

our internal controls over financial reporting are effective based on those criteria.

This annual report does

not include an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent

registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management’s

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance

for Smaller Public Companies (the COSO criteria).

Based on our assessment we believe that, as of December 31, 2021, our internal controls

over financial reporting is effective based on those criteria.

annual report does not include an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent

registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management’s

report in this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes

in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2020 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth information

about our executive officers, key employees and directors.

Chief Executive Officer, Acting Chief Financial Officer and Director

Chief Operating Officer and Director

The principal occupations

for the past five years (and, in some instances, for prior years) of each of our executive officers and directors, are as follows:

Chief Executive Officer and Acting Chief Financial Officer and Director of the Company since inception (April 24, 2006).

has over 30 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2021 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

following table sets forth information about our executive officers, key employees and directors.

Executive Officer, Acting Chief Financial Officer and Director

Operating Officer and Director

principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors,

are as follows:

Lee - Chief Executive Officer and Acting Chief Financial Officer and Director of the Company since inception (April 24, 2006).

Lee has over 30 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication

systems, automotive electronics, software development and consulting.

From 2004 to 2006, he was with Ramsey-Shilling Co.

in the business of Commercial Real Estate Investment and Brokerage.

From 2000 to 2004, he served as Chief Operating Officer

for Applied Reasoning, Inc., a Delaware company engaged in the business of Internet Software Development.

From 1994 to 2000, he

served as Vice Present and General Manager for RF-Link Technology, Inc., a California company engaged in the business of Wireless

Technology Development and Manufacturing.

in the business

of Commercial Real Estate Investment and Brokerage.

From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc.,

a Delaware company engaged in the business of Internet Software Development.

From 1994 to 2000, he served as Vice Present and General

Manager for RF-Link Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing.

Lee received a Ph.D.

in Electrical Engineering from Purdue University in 1989, a

Master of Science in Electrical Engineering from University of Michigan in 1986 and a Bachelor of Science in Electrical Engineering

from the University of Texas at Austin in 1984.

The Board of Directors

has concluded that Dr.

Lee is qualified to serve as a director of the Company because of his diverse experience in technology,

marketing, and executive management.

Spencer Hall –

Chief Operating Officer and Director of the Company since February 8, 29021, Mr.

in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from

University of Michigan in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.

Board of Directors has concluded that Dr.

Lee is qualified to serve as a director of the Company because of his diverse experience in

technology, marketing, and executive management.

Hall – Chief Operating Officer and Director of the Company since February 8, 2021, Mr.

Hall has held senior management positions

7 unchanged sentences

from Utah State University and a Bachelor of Arts in Visual Art from Brigham Young University.

The Board of Directors

has concluded that Mr.

Hall is qualified to serve as a director of the Company because of his diverse experience in technology,

marketing, and executive management.

COMMITTEES OF THE BOARD

We currently do not

maintain any committees of the Board of Directors.

Given our size and the development of our business to date, we believe that

the board through its meetings can perform all of the duties and responsibilities which might be performed by a committee.

do not currently have an audit committee financial expert.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

No executive officer,

director or any member of these individuals’

immediate families or any corporation or organization with whom any of these

individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

FAMILY RELATIONSHIPS

There are no family relationships among our

executive officers and directors.

CODE OF ETHICS

We have adopted a Code

of Ethics that applies to all of our directors, officers and employees.

The text of the Code of Ethics is filed as an exhibit to

this annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March

The Company will provide to any person without charge, upon request to the Company at its office, a copy of

the Code of Ethics.

Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by

the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board of Directors.

such waivers will be promptly disclosed to our shareholders.

LEGAL PROCEEDINGS

During the past ten

years, none of our directors, executive officers, promoters, control persons, or nominees has been:

the subject of any bankruptcy petition filed by or against any business of which such person

was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding

traffic violations and other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending

or otherwise limiting his involvement in any type of business, securities or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or

the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree,

or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities

or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies including,

but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary

or permanent cease-and-desist order, or removal or prohibition order;

or (c) any law or regulation prohibiting mail or wire fraud

or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))),

any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent

exchange, association, entity or organization that has disciplinary authority over its members or persons associated with

Board Leadership Structure and Role in Risk Oversight

Although we have not

adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally

determined that it is in the best interests of the Company and its shareholders to combine these roles.

Board of Directors has concluded that Mr.

Hall is qualified to serve as a director of the Company because of his diverse experience in

technology, marketing, and executive management.

currently do not maintain any committees of the Board of Directors.

Given our size and the development of our business to date, we believe

that the board through its meetings can perform all of the duties and responsibilities which might be performed by a committee.

not currently have an audit committee financial expert.

OF EXECUTIVE OFFICERS AND DIRECTORS

executive officer, director or any member of these individuals’ immediate families or any corporation or organization with whom

any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

RELATIONSHIPS

are no family relationships among our executive officers and directors.

have adopted a Code of Ethics that applies to all of our directors, officers and employees.

The text of the Code of Ethics is filed as

an exhibit to this annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission

on March 25, 2008.

The Company will provide to any person without charge, upon request to the Company at its office, a copy of the Code

Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Audit Committee

and, in the case of a waiver for members of the Audit Committee, by the Board of Directors.

Any such waivers will be promptly disclosed

to our shareholders.

the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any

Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any

type of business, securities or banking activities;

by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law.

subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or

permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,

or removal or prohibition order;

or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business

subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29)

of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

Leadership Structure and Role in Risk Oversight

we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we

have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles.

small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer

positions combined.

In addition, having one person serve as both Chairman and Chief Executive Officer eliminates potential for

confusion and provides clear leadership for the Company, with a single person setting the tone and managing our operations.

Board oversees specific risks, including, but not limited to:

appointing, retaining and overseeing the work of the independent auditors, including resolving

disagreements between the management and the independent auditors relating to financial reporting;

approving all auditing and non-auditing services permitted to be performed by the independent auditors;

reviewing annually the independence and quality control procedures of the independent auditors;

reviewing, approving, and overseeing risks arising from proposed related party transactions;

discussing the annual audited financial statements with the management;

meeting separately with the independent auditors to discuss critical accounting policies,

management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and

other material written communications between the independent auditors and the management;

monitoring the risks associated with management resources, structure, succession planning,

development and selection processes, including evaluating the effect the compensation structure may have on risk decisions.

Board of Directors Meetings and Attendance

We have no formal policy

regarding director attendance at the annual meeting of stockholders.

The Board of Directors held eighteen (18) meetings in 2020

including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this Annual Report.

Board members were present at all of the meetings.

During 2020, the Board of Directors acted by unanimous written consent eighteen

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of

the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s

stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership

of the Company’s common stock.

Reporting Persons are required by SEC regulations to furnish the Company with copies of all

Section 16(a) reports they file.

To the Company’s knowledge, based solely on its review of the copies of such reports

received or written representations from certain Reporting Persons that no other reports were required, the Company believes that

during its fiscal year ended December 31, 2020 all Reporting Persons timely complied with all applicable filing requirements.

In addition, having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion

and provides clear leadership for the Company, with a single person setting the tone and managing our operations.

The Board oversees

specific risks, including, but not limited to:

retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent

auditors relating to financial reporting;

all auditing and non-auditing services permitted to be performed by the independent auditors;

annually the independence and quality control procedures of the independent auditors;

approving, and overseeing risks arising from proposed related party transactions;

the annual audited financial statements with the management;

separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal

controls, the auditor’s engagement letter and independence letter and other material written communications between the independent

auditors and the management;

the risks associated with management resources, structure, succession planning, development and selection processes, including evaluating

the effect the compensation structure may have on risk decisions.

of Directors Meetings and Attendance

have no formal policy regarding director attendance at the annual meeting of stockholders.

The Board of Directors held eighteen (18)

meetings in 2021 including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this Annual Report.

All Board members were present at all of the meetings.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s

stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the

Company’s common stock.

Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a)

reports they file.

To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations

from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31,

2021 all Reporting Persons timely complied with all applicable filing requirements.

EXECUTIVE COMPENSATION.

The following table

summarizes all compensation recorded by us in each of the last two completed fiscal years for the named executive officers.

Principal Position

following table summarizes all compensation recorded by us in each of the last two completed fiscal years for the named executive officers.

Incentive Plan

Non-Qualified

- CEO and Acting CFO

* Stanley Levy passed away on January 5, 2021.

Employment Agreements

The Company currently has no employment agreements

with its executive officers.

Employee Benefit Plans

The Company currently has no benefit plans

in place for its employees.

Stock Option Plan

The Company has no stock option plan.

Director Compensation

Directors receive compensation

for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.

our directors do not receive monetary compensation for their service on the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table

sets forth, as of February 11, 2021, the number of and percent of our common stock beneficially owned by:

all directors and nominees, naming them,

our executive officers,

our directors and executive officers as a group, without naming them, and

persons or groups known by us to own beneficially 5% or more of our common stock:

We believe that all

persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned

A person is deemed

to be the beneficial owner of securities that can be acquired by him within 60 days from February 12, 2021 upon the exercise

of options, warrants or convertible securities.

Each beneficial owner’s percentage ownership is determined by assuming that

options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable

within 60 days of February 12, 2021 have been exercised and converted.

Unless otherwise indicated, the address of each

of the following beneficial owner is c/o Biosolar, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387

Spencer Hall – COO

at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value

of the stock compensation is based upon the grant date and recognized over the vesting period.

On the grant date of February 18,

2021, half of the shares vested immediately, and the remaining half shall become exercisable in equal amounts over a twenty-four

(24) month period during the term of the Optionee’s employment.

On June 29, 2021, the Company repriced the options and recognized

additional compensation expense per ASC 718.

Lee was granted options to purchase 400,000,000 shares of common stock at an exercise

price of $0.028, with a fair value of $28.686 million calculated using the Black Scholes method.

(2) Calculated

at fair value in accordance with the authoritative guidance provided by the Financial Accounting

Standards Board, where the value of the stock compensation is based upon the grant date and

recognized over the vesting period.

On the grant date of February 18, 2021, the options shall

become exercisable in equal amounts over a thirty-six (36) month period during the term of

the Optionee’s employment.

On June 29, 2021, the Company repriced the options and recognized

additional compensation expense per ASC 718.

Hall was granted options to purchase 50,000,000

shares of common stock at an exercise price of $0.028, with a fair value of $3.652 million

calculated using the Black Scholes method.

Company currently has no employment agreements with its executive officers.

Benefit Plans

Company currently has no benefit plans in place for its employees.

Company has no stock option plan.

receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of

Currently, our directors do not receive monetary compensation for their service on the Board of Directors.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth, as of March 31, 2022, the number of and percent of our common stock beneficially owned by:

directors and nominees, naming them,

executive officers,

directors and executive officers as a group, without naming them, and

or groups known by us to own beneficially 5% or more of our common stock:

believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 31, 2022 upon

the exercise of options, warrants or convertible securities.

Each beneficial owner’s percentage ownership is determined by assuming

that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable

within 60 days of March 31, 2022 have been exercised and converted.

Unless otherwise indicated, the address of each of the following

beneficial owner is c/o NewHydrogen, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387

Title of Class

Name of Beneficial Owner

Number of Share

Of Common Stock

Percentage of

Number of Shares of Common Stock

Beneficially Owned

Common Stock Beneficially Owned(1 )

David Lee (2)

All Executive Officers and Directors as a Group (2 individuals)

* Less than one percent.

(1) Based upon 528,062,717 shares of common stock outstanding

as of February 12, 2021.

12,000,000 shares underlying options to purchase shares of the Company’s common stock are fully vested.

(3) Includes 1,000 shares of Series B Preferred Stock which

Lee to 51% of the total vote representing a super majority voting power on all shareholder matters of the Company.

The ownership of these shares is conditioned as described below.

On January 15, 2021, as approved by the

Board, the Company filed the Certificate of Designation (the “Certificate of Designation”) for its newly-created Series

B Preferred Stock with the Secretary of State of Nevada designating 1,000 shares of its authorized preferred stock as Series B

Preferred Stock.

The shares of Series B Preferred Stock have a par value of $0.0001 per share.

The Series B Preferred Stock does

not have a dividend rate or liquidation preference and are not convertible into shares of our common stock.

The 1,000 shares of

Series Be Preferred have been issued to David Lee, our Chief Executive Officer.

For so long as any

shares of the Series B Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall

have voting power equal to 51% of the total vote (representing a super majority voting power) on all shareholder matters of the

Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series B Preferred

The shares of the Series

B Preferred Stock shall be automatically redeemed by us at their par value on the first to occur of the following triggering

(i) a date forty five (45) days after the effective date of the Certificate of Designation, (ii) on the date that Mr.

ceases, for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company’s

shares of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of

the preferential voting rights of the Series B Preferred Stock set forth in the Certificate of Designation.

Additionally, we are

prohibited from adopting any amendments to our Bylaws, Articles of Incorporation, as amended, as set forth in the Certificate of

Designation, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series B Preferred Stock.

may, by any means authorized by law and without any vote of the holders of shares of Series B Preferred Stock, make technical,

corrective, administrative or similar changes to such Certificate of Designation that do not, individually or in the aggregate,

adversely affect the rights or preferences of the holders of shares of Series B Preferred Stock

The issuance of the

Series B Preferred Stock may prevent or frustrate attempts by stockholders to change the board of directors or current management

and could make a third-party acquisition of the Company difficult which could limit the price that investors might be willing to

pay in the future for shares of the Company’s common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

There were no material related party transactions

which we entered into during the last two fiscal years.

Director Independence

No members of the board of directors is independent

as the term “independent”

is defined under the NASDAQ Marketplace Rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table

shows that fees that were billed to the Company by our independent registered public accounting firm for professional services

rendered in 2020 and 2019.

The audit fees represent

fees for professional services performed by M&K CPAS, PLLC (“M&K”) or Liggett & Webb, P.A.

(“Liggett

& Webb”), as applicable, for the audit of our financial statements and the review of our quarterly financial statements,

as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Spencer Hall (3)

Executive Officers and Directors as a

(2 individuals)

upon 715,496,051 shares of common stock outstanding as of March 31, 2022.

Includes 4,769,290 shares of common stock and 336,999,995 shares of common

stock underlying options that are fully vested and that will vest within 60 days of the date of this report.

Includes 20,833,335 shares of common stock underlying options that are fully vested and that will vest within 60 days of the date of this

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

were no material related party transactions which we entered into during the last two fiscal years.

currently do not currently have any directors who are “independent” as defined under the NASDAQ Marketplace Rules.

ACCOUNTING FEES AND SERVICES.

following table shows that fees that were billed to the Company by our independent registered public accounting firm for professional

services rendered in 2021 and 2020.

audit fees represent fees for professional services performed by M&K CPAS, PLLC (“M&K”) as applicable, for the audit

of our financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection

with statutory and regulatory filings or engagements.

Audit-Related

All Other Fees

M&K CPAS, PLLC

Liggett & Webb, P.A.

M&K CPAS, PLLC

Liggett & Webb, P.A.

February 25, 2020

Through December 2, 2019

Audit-Related Fees

We did not incur assurance

and audit-related fees during 2020 and 2019, to M&K or Liggett & Webb, as applicable, nor in connection with the audit

of our financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC

comment letters.

We did not incur fees

for tax compliance, tax advice, or tax planning for the years ended December 31, 2020 and 2019, respectively.

All Other Fees

There were no other

fees billed to us by M&K or Liggett& Webb, as applicable, for services rendered to us during the years ended December 31,

2020 and 2019, respectively, other than the services described above under “Audit Fees”

and “Audit-Related Fees.”

As of the date of this

filing, our current policy is to not engage our independent registered public accounting firm to provide, among other things, bookkeeping

services, appraisal or valuation services, or international audit services.

The policy provides that we engage our independent

registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings, as set

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on April 24, 2006 (Incorporated by reference

to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

of Amendment to Articles of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on May 25, 2006

(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

of Amendment to Articles of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on June 8, 2006

(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

of Amendment to Articles of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on July 18, 2011

(Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2011)

of Amendment to Articles of Incorporation of BioSolar, Inc.

filed with the Nevada Secretary of State on July 10, 2013 (Incorporated

by reference to the Company’s Quarterly Report of Form 10-Q filed with the SEC on October 25, 2013)

of BioSolar, Inc.

(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC

on November 22, 2006)

of Designations of Preferences Rights and Limitations of Series A Preferred Stock filed with the Nevada Secretary of State

on October 29, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November

of Amendment to Articles of Incorporation of BioSolar, Inc.

filed with the Nevada Secretary of State on December 10, 2019

(Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2019)

of Designations of Series B Preferred Stock (Incorporated by reference to the Company’s Current Report on Form 8-K January

of Note dated as of April 5, 2016 (Incorporated by reference to the Company’

to the Company’s Current Report on

Form 8-K filed with the SEC on April 7, 2016)

Research Agreement with North Carolina Agricultural and Technical State University dated August 16, 2016 (Incorporated by

reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2016) (Subject to Order granting

Confidential Treatment dated December 22, 2016 File No.

000-54819- CF#34438)

of Note dated as of March 20, 2017 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with

the SEC on March 21, 2017)

Research Agreement with North Carolina Agricultural and Technical State University dated September 11, 2017 (Incorporated

by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2017)

License Agreement with North Carolina Agricultural and Technical State University dated September 25, 2017 (Incorporated by

reference to the Company’s Current Report on Form 8-K/A filed with the SEC on November 17, 2017) (Subject to Order granting

Confidential Treatment dated December 22, 2016 File No.

0-54819 - CF#35738)

of Note dated as of February 26, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with

the SEC on February 27, 2018)

Development Agreement with Silico Ferrosolar SLU dated as of June 14, 2018 (Incorporated by reference to the Company’s

Current Report on Form 8-K filed with the SEC on June 19, 2018

Promissory Note dated April 23, 2020 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with

the SEC on April 28, 2020)

Purchase Agreement dated April 23, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on April 28, 2020)

Promissory Note dated August 17, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with

the SEC on August 21, 2020)

Purchase Agreement dated August 17, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on August 21, 2020)

Promissory Note dated September 14, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K

filed with the SEC on September 17, 2020)

Purchase Agreement dated September 14, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on September 17, 2020)

Promissory Note dated November 2, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on November 3, 2020)

Purchase Agreement dated November 2, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on November 3, 2020)

Promissory Note dated December 2, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on December 7, 2020)

Purchase Agreement dated December 2, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on December 7, 2020)

Research Agreement (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 15,

Promissory Note dated December 29, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on January 4, 2021)

Purchase Agreement dated December 29, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on January 4, 2021)

Promissory Note dated January 14, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed

with the SEC on January 20, 2021)

Purchase Agreement dated January 14, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K

filed with the SEC on January 20, 2021)

Agreement between the Company and H.C.

Wainwright & Co.

LLC (Incorporated by reference to the Company’s current

report on Form 8-K filed with the SEC on January 25, 2021)

of Securities Purchase Agreement (Incorporated by reference to the Company’s current report on Form 8-K filed with the

SEC on January 25, 2021)

of Warrant (Incorporated by reference to the Company’s current report on Form 8-K filed with the SEC on January 25,

of Registration Rights Agreement (Incorporated by reference to the Company’s current report on Form 8-K filed with the

SEC on January 25, 2021)

of Placement Agent Warrant (Incorporated by reference to the Company’s current report on Form 8-K filed with the SEC

on January 25, 2021)

of Pre-Funded Warrant (Incorporated by reference to the Company’s current report on Form 8-K filed with the SEC on January

from Leggett & Webb, P.A.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed with the

SEC on December 4, 2019)

Subsidiaries (Incorporated by reference to exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 29, 2021)

did not incur assurance and audit-related fees during 2021 and 2020, to M&K as applicable, nor in connection with the audit of our

financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

did not incur fees for tax compliance, tax advice, or tax planning for the years ended December 31, 2021 and 2020, respectively.

were no other fees billed to us by M&K as applicable, for services rendered to us during the years ended December 31, 2021 and 2020,

respectively, other than the services described above under “Audit Fees” and “Audit-Related Fees.”

of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other

things, bookkeeping services, appraisal or valuation services, or international audit services.

The policy provides that we engage our

independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings,

as set forth above.

AND FINANCIAL STATEMENT SCHEDULES .

Articles of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on April 24, 2006 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

Certificate of Amendment to Articles of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on May 25, 2006 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

Certificate of Amendment to Articles of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on June 8, 2006 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

Certificate of Amendment to Articles of Incorporation of BioSolar Labs, Inc.

filed with the Nevada Secretary of State on July 18, 2011 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2011)

Certificate of Amendment to Articles of Incorporation of BioSolar, Inc.

filed with the Nevada Secretary of State on July 10, 2013 (Incorporated by reference to the Company’s Quarterly Report of Form 10-Q filed with the SEC on October 25, 2013)

Bylaws of BioSolar, Inc.

(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

Certificate of Designations of Preferences Rights and Limitations of Series A Preferred Stock filed with the Nevada Secretary of State on October 29, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2019)

Certificate of Amendment to Articles of Incorporation of BioSolar, Inc.

filed with the Nevada Secretary of State on December 10, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2019)

Certificate of Designations of Preferences Rights and Limitations of Series B Preferred Stock filed with the Nevada Secretary of State on January 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)

Certificate of Designation filed with the Nevada Secretary of State on March 11, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021)

Certificate of Designations of Preferences Rights and Limitations of Series D Preferred Stock filed with the Nevada Secretary of State on April 14, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2021)

Articles of Conversion/Exchange/Merger filed with the Nevada Secretary of State on April 28, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-k filed with the SEC on May 3, 2021)

Certificate to Accompany Amended and Restated Articles filed on June 9, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2021)

Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith).

Joint Development Agreement with Silico Ferrosolar SLU dated as of June 14, 2018 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 19, 2018

Convertible Promissory Note dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)

Securities Purchase Agreement dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)

Engagement Letter dated as of January 22, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Securities Purchase Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Registration Rights Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Placement Agent Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Form of Pre-Funded warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)

Securities Purchase Agreement dated as of March 9, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021)

Form of Securities Purchase Agreement dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)

Form of Common Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)

Form of Pre-Funded Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)

Code of Ethics (Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2008)

Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).

1 unchanged sentence

Section 1350 (filed herewith).

XBRL Instance Document

Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

In accordance with Section

13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly

authorized, in the City of Los Angeles, State of California, on February 16, 2021.

BIOSOLAR, INC.

/s/ David Lee

CHIEF EXECUTIVE OFFICER

Taxonomy Extension Calculation Linkbase

Taxonomy Extension Definition Linkbase

Taxonomy Extension Labels Linkbase

Taxonomy Extension Presentation Linkbase

FORM 10-K SUMMARY

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized, in the City of Los Angeles, State of California, on March 31, 2022.

EXECUTIVE OFFICER

(PRINCIPAL EXECUTIVE OFFICER) AND

ACTING CHIEF FINANCIAL OFFICER

CHIEF FINANCIAL OFFICER

(ACTING PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

Pursuant to the requirements

of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the

date indicated:

/s/ DAVID LEE

CHIEF EXECUTIVE OFFICER

February 16, 2021

(PRINCIPAL EXECUTIVE OFFICER), ACTING CHIEF FINANCIAL OFFICER

(PRINCIPAL ACCOUNTING AND

to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities

and on the date indicated:

EXECUTIVE OFFICER

EXECUTIVE OFFICER), ACTING CHIEF FINANCIAL OFFICER

ACCOUNTING AND

FINANCIAL OFFICER) AND

CHAIRMAN OF THE BOARD

/s/ SPENCER HALL

CHIEF OPERATING OFFICER

February 16, 2021

INDEX TO FINANCIAL

BIOSOLAR, INC.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - M&K CPAS, PLLC

Balance Sheets as of December 31, 2019 and December 31, 2018

Statements of Operations for the years ended December 31, 2019 and 2018

Statement of Shareholders’

Deficit for the years ended December 31, 2019 and 2018

Statements of Cash Flows for the years ended December 31, 2019 and 2018

OPERATING OFFICER AND

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - M&K CPAS, PLLC (PCAOB ID:

Sheets as of December 31, 2021 and December 31, 2020

of Operations for the years ended December 31, 2021 and 2020

of Shareholders’ Deficit for the years ended December 31, 2021 and 2020

of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders of BioSolar, Inc.

Opinion on the Financial Statements

have audited the accompanying balance sheets of BioSolar, Inc.

(the Company) as of December 31, 2020 and 2019, and the related

statements of operations, shareholders’

deficit, and cash flows for the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in

accordance with the U .

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

the Board of Directors and Stockholders of NewHydrogen, Inc.

on the Financial Statements

have audited the accompanying balance sheets of NewHydrogen, Inc.

(the Company) as of December 31, 2021 and 2020, and the related statements

of operations, shareholders’ deficit, and cash flows for the two-year period then ended, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years

then ended in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain

an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and

the significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

our audits provide a reasonable basis for our opinion.

Going Concern

The accompanying

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the

financial statements, the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are discussed in Note

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

/s/ M&K CPAS, PLLC

Our audits also included evaluating the accounting principles used and the significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe our audits provide

a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

discussed in Note 2 to the financial statements, the Company issues stock-based compensation in accordance with ASC 718, Compensation.

management’s calculation of the fair value of stock-based compensation can be a significant judgment given the fact that the Company

uses management estimates on various inputs to the calculation.

Auditing a specialist’s calculation of the value of derivatives

can be a significant judgment given the fact that the Company uses the specialists estimates on various inputs to the calculation.

M&K CPAS, PLLC

We have served as the Company’s auditor since 2019

February 16, 2021

BIOSOLAR, INC.

BALANCE SHEETS

have served as the Company’s auditor since 2019

NEWHYDROGEN, INC.

December 31, 2021

9 unchanged sentences

TOTAL OTHER ASSETS

LIABILITIES AND SHAREHOLDERS’

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES

8 unchanged sentences

TOTAL LIABILITIES

SHAREHOLDERS’

Preferred stock, $0.0001 par value;

COMMITMENT AND CONTINGENICES (See Note 9)

Series C Convertible Preferred Stock, 34,853 and 0 shares outstanding, respectively, redeemable value of $ 3,485,313 and $ 0 ,

SHAREHOLDERS’ EQUITY

Preferred stock, $ 0.0001

10,000,000 authorized

shares, none issued and outstanding

Common stock, $ 0.0001 par value;

5 unchanged sentences

( 165,075,501 )

TOTAL SHAREHOLDERS’

(151,914,888 )

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

( 151,914,888 )

TOTAL LIABILITIES AND SHAREHOLDERS’

The accompanying notes are an integral part

of these audited financial statements

BIOSOLAR, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

accompanying notes are an integral part of these audited financial statements

OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

OPERATING EXPENSES

4 unchanged sentences

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

( 52,454,530 )

OTHER INCOME/(EXPENSES)

Interest income

Gain on settlement of debt and derivatives

Gain (Loss) on change in derivative liability

( 29,966,084 )

( 139,038,754 )

Interest expense

6 unchanged sentences

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

The accompanying notes are an integral part

of these audited financial statements

BIOSOLAR, INC.

STATEMENTS OF SHAREHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

1,117,523,767

accompanying notes are an integral part of these audited financial statements

OF SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

YEAR ENDED DECEMBER 31, 2020

3 unchanged sentences

$ ( 24,530,841 )

$ ( 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

Issuance of preferred shares for services

Redemption of preferred shares

Issuance of commons shares for services

Issuance of commons shares for services, shares

Fair value of convertible notes and accrued interest in exchanged for Series C Preferred Stock

Fair value of convertible notes and accrued interest in exchanged for Series C Preferred Stock, shares

Issuance of 3,Series C Preferred stock

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

( 140,544,660 )

Balance at December 31, 2020

1 unchanged sentence

$ ( 151,914,888 )

ENDED DECEMBER 31, 2020

YEAR ENDED DECEMBER 31, 2021

Preferred Stock

Balance at December 31, 2020

1 unchanged sentence

$ ( 165,075,501 )

Issuance of common shares for converted promissory notes and accrued interest

$ ( 151,914,888 )

Issuance of common shares for cash

Issuance of common shares for converted promissory notes and accrued interest

Issuance of commons shares for services

Fair value of convertible notes and accrued interest in exchanged for Series C Preferred Stock

Issuance of, Series C Preferred stock

Issuance of common shares for conversion of preferred stock

Stock compensation cost

Issuance of common stock warrants deemed dividends

( 5,983,504 )

Net Income (loss)

Balance at December 31, 2021

1 unchanged sentence

$ ( 160,869,525

The accompanying notes are an integral

part of these audited financial statements

BIOSOLAR, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

accompanying notes are an integral part of these audited financial statements

OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 140,544,660 )

Adjustment to reconcile net income(loss) to net cash

(used in) provided by operating activities

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

( 93,180,986 )

(Increase) Decrease in Changes in Assets

4 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 2,084,486 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible promissory notes

Proceeds for the sale of common stock for cash

Principal payments on convertible debt

Net proceeds from convertible promissory notes

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

NET INCREASE IN CASH

CASH, BEGINNING OF YEAR

CASH, END OF YEAR

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

2 unchanged sentences

Common stock issued for convertible notes and accrued interest

Initial debt discount due to derivative

The accompanying notes are an integral part

of these audited financial statements

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

ORGANIZATION AND LINE OF BUSINESS

BioSolar, Inc.

(the “Company”)

was incorporated in the state of Nevada on April 24, 2006.

The Company, based in Santa Clarita, California, began operations

on April 25, 2006 to develop and market Photovoltaic solar technology products.

Line of Business

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.

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.

We 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 previously developed BioBacksheet R ,

a high performance green back sheet for Photovoltaic solar modules.,

Going Concern

The accompanying 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 financial statements do not reflect any

adjustments that might result if the Company is unable to continue as a going concern.

During the year ended December 31,

2020, the Company did not generate any revenue, incurred net loss of $140,544,660, which includes a non-cash net gain in change

in derivative of $139,038,754 and used cash in operations of $647,298.

As of December 31, 2020, the Company had a working

capital deficiency of $150,532,859 and a shareholders’

deficit of $151,914,888.

These factors, among others raise

substantial doubt about the Company’s ability to continue as a going concern.

Our 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.

The accompanying financial statements

have been prepared in conformity with U.S.

GAAP, which contemplates continuation of the Company as a going concern and the realization

of assets and satisfaction of liabilities in the normal course of business.

The carrying amounts of assets and liabilities presented

in the financial statements do not necessarily purport to represent realizable or settlement values.

The financial statements do

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

The ability of the Company to

continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving

a level of profitable operations and receiving additional cash infusions.

During the year ended December 31, 2020, 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

Fair value of initial derivative

Fair value of preferred stock in exchange of convertible notes

Issuance of common stock warrants deemed dividends

accompanying notes are an integral part of these audited financial statements

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

Basis of Presentation

(the “Company”) was incorporated in the state of Nevada on April 24, 2006.

The Company, based in Santa Clarita,

California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products.

a developer of clean energy technologies.

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

We 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.

We previously developed BioBacksheet R , a high performance green

back sheet for Photovoltaic solar modules.,

Concern Substantial Doubt Alleviated

the year ended December 31, 2021, the Company had income of $ 10,189,480 .

As of December 31, 2021, its accumulated deficit was $ 160,869,525 .

believes the Company’s present cash flows will enable it to meet its obligations for twenty four months from the date these financial

statements are available to be issued.

Management will continue to obtain new equity financing.

It is probable that management will continue

to obtain new sources of financing that will enable the Company to meet its obligations for the twelve-month period from the date the

financial statements are available to be issued.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting

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

The financial statements

and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.

accounting policies conform to accounting principles generally

accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

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

financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.

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

applied in the preparation of the financial statements.

Revenue Recognition

The Company will recognize revenue

when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and

risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably

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.

However, in the event of a loss on a sale is foreseen,

the Company will recognize the loss as it is determined.

To date, the Company has not had significant revenues and is in the development

Cash and Cash Equivalent

The Company considers all highly

liquid investments with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements

in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the

amounts reported in the accompanying financial statements.

will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement

exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is

reasonably assured.

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.

However, in the event of a loss on a sale

is foreseen, the Company will recognize the loss as it is determined.

To date, the Company has not had significant revenues and is in

the development stage.

and Cash Equivalent

considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration

Cash includes

amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits.

At times throughout

the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits.

As of December 31, 2021, the cash

balance in excess of the FDIC limits was $ 6,395,710 .

The Company has not experienced any losses in such accounts and believes it is not

exposed to any significant credit risk in these accounts.

The preparation

of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions

that affect the amounts reported in the accompanying financial statements.

Significant estimates made in preparing these financial statements,

include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and

the fair value of stock options.

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.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are stated at cost, and are

depreciated using straight line over its estimated useful lives:

Property 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

Depreciation expense for the years ended December 31,

2020 and 2019 was $2,854 and $4,623, respectively.

Intangible Assets

The Company has patent applications

to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic

solar modules traditionally made from petroleum-based film.

Intangible assets that have finite useful lives continue to be amortized

over their useful lives.

Depreciation expense for the

years ended December 31, 2021 and 2020 was $ 1,342 and $ 2,098 , respectively.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

the back of photovoltaic solar modules traditionally made from petroleum-based film.

Intangible assets that have finite useful lives continue

to be amortized over their useful lives.

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

Less accumulated amortization

Amortization expense for the years ended

December 31, 2020 and 2019 was $1,511 and $2,267, respectively.

Stock-Based Compensation

The Company measures the cost

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

All grants under

our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which

an employee, consultant, or director are required to provide service in exchange for the award (the vesting period).

expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the

consideration received or the fair value of the equity instruments issued, whichever is more reliably measured.

Intangible assets

Amortization expense for the

years ended December 31, 2021 and 2020 was $ 3,022 and $ 2,267 , respectively.

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

under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an

employee, consultant, or director are required to provide service in exchange for the award (the vesting period).

Compensation expense

for awards granted is re-measured each period.

for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration

received or the fair value of the equity instruments issued, whichever is more reliably measured.

Compensation expense for awards granted

is re-measured each period.

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.

18, 2021, the Company granted 450,000,000

stock options to its’

employee and 3,950,000 stock options to and board of directors for services.

As of December 31, 2020,

there were 15,950,000 stock options outstanding.

As of December 31, 2020, the Company

did not issue any warrants and had no warrants outstanding.

Determining the appropriate fair

value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based

payment and stock price volatility.

The Company used Black Scholes to value its stock option awards which incorporated the Company’s

stock price, volatility, U.S.

stock options to its employees for services at an exercise price of $ 0.091 .

On June 29, 2021, the Company amended the exercise price of the options to $ 0.028

options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of the repricing or upon termination

of employment.

Half of the 400,000,000

options vested upon grant, 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.

the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of

the stock-based payment and stock price volatility.

The Company used Black Scholes to value its stock option awards which incorporated

the Company’s stock price, volatility, U.S.

risk-free rate, dividend rate, and estimated life.

The stock options terminate seven (7) years from

the date of grant or upon termination of employment.

As of December 31, 2020, 15,950,000 stock options are outstanding.

Deferred income taxes are provided

using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and

tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences

are the differences between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced

by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax

assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws

and rates of the date of enactment.

When tax returns are filed, it

is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject

to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence,

management believes it is more likely than not that the position will be sustained upon examination, including the resolution of

appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more

than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits

associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized

tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing

authorities upon examination.

On December 22, 2017, the Tax

Cut and Jobs Act (the “Tax Act”) was signed into law by the President of the United States.

The TCJA is a

tax reform act that among other things, reduced corporate income tax rate to 21%, effective January 1, 2018.

the Company adjusted its deferred tax assets and liabilities on January 1, 2018, using the new corporate rate of 21%.

The stock options terminate seven

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

As of December 31, 2021, 465,950,000 stock options were outstanding.

Research and Development

Research and development costs

are expensed as incurred.

Total research and development costs were $177,722 and $264,687 for the years ended December 31,

2020 and 2019, respectively.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

and development costs are expensed as incurred.

Total research and development costs were $ 1,221,134 and $ 177,722 for the years ended

December 31, 2021 and 2020, respectively.

Earnings (Loss) per Share Calculations

(Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share.

Basic earnings (loss) per

share are computed by dividing by the weighted average number of common shares outstanding during the year.

Diluted net earnings (loss)

per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock

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

year ended December 31, 2021, the Company has included shares issuable from 465,950,000 stock options and 223,958,334 warrants, because

their impact on the income per share is dilutive.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Earnings (Loss) per Share

Net earnings (Loss) per share

dictates the calculation of basic earnings (loss) per share and diluted earnings per share.

Basic earnings (loss) per share are

computed by dividing by the weighted average number of common shares outstanding during the year.

Diluted net earnings (loss) per

share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of

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

The Company has excluded shares

issuable from convertible debt of $2,764,184 and 15,950,000 stock options for the year ended December 31, 2020, because their impact

on the income per share is antidilutive.

The Company has included shares

issuable from convertible debt of $2,854,033 and 15,950,000 stock options for the year ended December 31, 2019, because their impact

on the income per share is dilutive.

For the Years Ended

Earnings (Loss) per Share Calculations (Continued)

year ended December 31, 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 15,950,000

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

SCHEDULE OF NET EARNINGS PER SHARE

For the Year Ended

Income (Loss) to common shareholders (Numerator)

( 140,544,660

$ (4,122,365 )

Basic weighted average number of common shares outstanding (Denominator)

Diluted weighted average number of common shares outstanding (Denominator)

Fair Value of Financial Instruments

requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate

1,117,523,767

Value of Financial Instruments

of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable

to estimate that value.

As of December 31, 2021, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued

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

Fair value is defined as the price

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at

the measurement date.

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring

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

4 unchanged sentences

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments

at fair value on a recurring basis.

Assets and liabilities measured at fair value on a recurring basis are as follows on December

31, 2020 and 2019:

Derivative Liability at fair value as of December 31, 2020

$ 148,590,100

Derivative Liability at fair value as of December 31, 2019

Fair Value of Financial Instruments

The following is a reconciliation of the derivative

liability for which Level 3 inputs were used in determining the approximate fair value:

Balance as of December 31, 2018

Fair value of derivative liabilities issued

Loss on change in derivative liability

Balance as of December 31, 2019

certain financial instruments at fair value on a recurring basis.

As of December 31, 2021, there were no financial instruments to report.

The 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

Fair value of derivative liabilities issued

Fair value of derivative liability removed

( 178,736,187

Loss on change in derivative liability

Balance as of December 31, 2021

$ 148,590,100

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting for Derivatives

The Company evaluates all of its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at

its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula

pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each

reporting period.

evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing

models to value the derivative instruments at inception and on subsequent valuation dates.

The classification

of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end

of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether

or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Pronouncements

February 2016, the FASB issued ASU No.

2016-2, which creates ASC Topic 842, “Leases.”

This update increases transparency

and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key

information about leasing arrangements.

This guidance is effective for interim and annual reporting periods beginning after December

The Company has evaluated the impact of the adoption of ASC 2016-2, which had no effect on the Company’s financial

In June 2018, FASB issued accounting

standards update ASU 2018-07, (Topic 505) –

“Shared-Based Payment Arrangements with Nonemployees”, which simplifies

the accounting for share-based payments granted to nonemployees for goods and services.

Under the ASU, most of the guidance on

such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees.

Under the ASU

2018-07, the measurement of equity-classified nonemployee share-based payments will be fixed on the grant date, as defined in ASC

718, and will use the term nonemployee vesting period, rather than requisite service period.

The amendments in this update are

effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

For all other

entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years

beginning after December 15, 2020.

Early adoption is permitted if financial statements have not yet been issued.

The Company has

evaluated the impact of the adoption of ASU 2018-07, which has no effect on the Company’s financial statements.

In August 2018, the FASB issued

to accounting standards update ASU 2018-13, (Topic 820) - “Fair Value Measurement”, which changes the unrealized gains

and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements,

and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual

period presented in the initial fiscal year of adoption.

All other amendments should be applied retrospectively to all periods

presented upon their effective date.

The amendments in this update are effective for fiscal years, and interim periods within those

fiscal years, beginning after December 15, 2019.

Early adoption is permitted upon issuance.

The Company has evaluated the impact

of the adoption of ASU 2018-13, which has no effect on the Company’s financial statements.

Management does not believe that

any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

condensed financial statements.

Recently Issued Accounting

Pronouncements

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

option that is a part of or directly related to a modification or an exchange of an existing debt.

The amendments in this update are effective

for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption

is permitted for all entities.

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

Preferred Stock

On October 28, 2019, the Board

of Directors granted 10,000,000 shares of preferred stock, par value $0.0001 per share, and authorized Series A Preferred stock

consisting of one thousand (1,000) shares, which shall not be entitled to receive dividends paid on common stock, no liquidation

preference, and no conversion rights.

The Series A Preferred Stock will have voting rights for as long as the Series A Preferred

Stock remains issued and outstanding, shall have the fifty-one percent (51%) majority voting power of the Company’s shareholders.

The Series A Preferred Stock shall

be automatically redeemed at par value without any required action by the Company or the holder, and shall be triggered by the

following events:

A date forty-five (45) days after the effective date of the certificate of designation.

On the date that Mr.

Lee ceases for any reason, to serve as officer, director or consultant of the Company.

On the date that the Company’s shares of common stock first trade on any national securities exchange.

The Series A Preferred Stock automatically

reverted back to the Company at par value on December 12, 2019.

As of December 31, 2019, there were no Series A Preferred Stock

On 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

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 the Series B Preferred Stock.

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

shares of Series B Preferred Stock.

The Series B Preferred stock was returned and expired on February

As of December 31, 2021, there were no

shares outstanding.

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 was $ 0.10

shares of Series D Preferred Stock.

The Series D Preferred stock was returned and expired on May

As of December 31, 2021, there were no

shares of Series D Preferred Stok outstanding.

Company estimated the fair value of the Series B and D Preferred Stock as of the valuation dates.

The market approach was utilized to

arrive at an indication of equity value by using quoted market prices of the common shares as of January 14, 2021 and April 14, 2021.

The market cap of the Company represents 100% of the minority interest for all outstanding common shares.

The Preferred Series B and

D Preferred Stock fair value is based on the value of the voting rights.

The Preferred Series B and D Preferred Stock represents a controlling

voting interest in the Company and therefore determining the control premium is an indication of the security’s value.

premium is based on publicly traded companies or comparable entities in related industries, which have been acquired in an arm’s-length

The valuation of the Series B and D Preferred Stock were valued using the common stock price of $ 0.1587 and $ 0.0439 , respectively

and the market capitalization based on the fully diluted common and preferred shares outstanding.

The total fair value of the voting

control of the Series B and Series D was $ 9,616,486 and $ 18,176,922 , respectively, for an aggregate total of $ 27,793,408 .

March 9, 2021, the Company entered into an agreement with an investor for the 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 for 34,853

shares of the Company’s Series C Preferred Stock with a stated face value of one hundred dollars ($ 100 ) (“share value”),

and is convertible into shares of fully paid and non-assessable shares of common stock of the Company.

The Series C preferred stock shall

be entitled to receive dividends pari passu with the holders of common stock, except upon liquidation, dissolution and winding up of

the Corporation.

The Holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock

at a conversion price of $ 0.0014 , and has no voting rights.

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

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

$ 178,736,187

$ ( 93,180,986 )

Company recognized a gain on settlement of $ 93,180,986 for the extinguishment of convertible debt, plus derivative liability for the

year ended December 31, 2021.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CAPITAL STOCK (Continued)

Stock December 31, 2021

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.

During the year ended December

31, 2020, the Company issued 322,286,009 shares of common stock upon conversion of convertible promissory notes in the amount of

$738,850, plus accrued interest of $101,884, and other fees of $4,750 at prices ranging from $0.0014 - $0.0074.

During the year ended December

31, 2019, 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.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

STOCK OPTIONS

the year ended December 31, 2021, the Company issued an aggregate of 52,000,000 shares of common stock, pre-funded warrants to purchase

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

the year ended December 31, 2021, the Company issued 65,000,000 shares of common stock, pre-funded warrants to purchase up to 60,000,000

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

the year ended December 31, 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 year ended December 31, 2021, the Company issued 1,000,000 shares of common stock for services at fair value.

the year ended December 31, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of Series C Preferred

Stock December 31, 2020

the year ended December 31, 2020, the Company issued 322,286,009 shares of common stock upon conversion of convertible promissory notes

in the amount of $ 738,850 , plus accrued interest of $ 101,884 , and other fees of $ 4,750 at prices ranging from $ 0.0014 - $ 0.0074 .

STOCK OPTIONS

The Company did not grant any

stock options during the years ended December 31, 2020 and 2019, respectively.

Number of Options

Weighted average exercise price

Number of Options

Weighted average exercise price

the year ended December 31, 2021, the Company granted 400,000,000 stock options to its CEO and 50,000,000 stock options to an employee

of the Company (See Note 2).

SCHEDULE OF STOCK OPTIONS

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 options outstanding as of December 31, 2020 and 2019 was as follows:

Exercisable Price

Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining Contractual Life (years)

Exercisable Price

Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining Contractual Life (years)

The stock-based compensation expense

recognized in the statement of operations during the years ended December 31, 2020 and 2019, related to the granting of these options

was $0 and $0, respectively.

As of December 31, 2020 and 2019,

respectively, there was no intrinsic value with regards to the outstanding options.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

STOCK OPTIONS (Continued)

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

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

The stock-based

compensation expense recognized in the statement of operations during the years ended December 31, 2021 and 2020, related to the granting

of these options was $ 22,438,794 and $ 0 , respectively.

As of December

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

CONVERTIBLE PROMISSORY NOTES

As of December 31, 2020 and 2019,

the outstanding convertible promissory notes net of debt discount are summarized as follows:

Convertible Promissory Notes, net of debt discount

Less current portion

Total long-term liabilities

Maturities of long-term debt,

net of debt discount for the next five years are as follows:

On December 31, 2020, the Company

had $2,764,184 in convertible promissory notes had a remaining debt discount of $275,985, leaving a net balance of $2,488,199.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

CONVERTIBLE PROMISSORY NOTES (Continued)

The Company issued an unsecured

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

The May Note matured on September

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

As of December

31, 2021, the Company had no outstanding convertible promissory notes.

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

The May 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 annum.

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

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 percent (50%)

(50%) of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c)

the lowest effective price granted to any person or entity after the effective date to acquire common stock.

If the Borrower fails

to deliver shares in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of

those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and

have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower.

In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion),

a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion)

until the shares are delivered.

The fair value of the May 2014 Note has been determined by using the Binomial lattice formula from

the effective date of each tranche.

During the year ended December 31, 2020, the Company issued 100,105,926 shares of common stock

upon conversion of principal in the amount of $96,590, plus accrued interest of $54,460.

As of December 31, 2020, the remaining

balance of the May 2014 Note was $1,560.

The 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.

of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c) the lowest

effective price granted to any person or entity after the effective date to acquire common stock.

If the Borrower fails to deliver shares

in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind

any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount

returned to the Principal Sum with the rescinded conversion shares returned to the Borrower.

In addition, for each conversion, in the

event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed

for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered.

The fair value of the

May 2014 Note has been determined by using the Binomial lattice formula from the effective date of each tranche.

During the year ended

December 31, 2021, the Company exchanged principal of $ 1,560 , plus accrued interest of $ 970 for preferred stock.

The May 2014 Note, as

of December 31, 2021, was fully converted.

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.

The 2015-2018 Notes mature on January 30, 2023 .

The 2015-2018 Notes bears interest 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 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 the time frame of three (3) business days, the Lender, at any time prior to selling all of

those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and

have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower.

In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion),

a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion)

until the shares are delivered.

The fair value of the 2015-2018 Notes have been determined by using the Binomial lattice formula

The 2015-2018 Notes bears interest at 10 %

The 2015-2018 Notes are convertible into shares of the Company’s common stock at conversion prices ranging from the a)

the lesser of $0.03 to $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar

transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective

price per share granted to any person or entity after the effective date to acquire common stock.

If the Borrower fails to deliver shares

in accordance within the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind

any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount

returned to the Principal Sum with the rescinded conversion shares returned to the Borrower.

In addition, for each conversion, in the

event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed

for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered.

The fair value of the

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

During the year ended

December 31, 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 December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

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 tranche.

1 unchanged sentence

in the amount of $ 126,134 during the year ended December 31, 2021.

During the year ended December 31, 2020, the Company issued 30,836,986

shares of common stock upon conversion of $27,200, plus accrued interest of $15,972.

As of December 31, 2020, the aggregate balances

of the 2015-2018 Notes were $1,957,800.

The Company issued various unsecured

convertible promissory notes (the Feb 18 Note”) in the aggregate amount of $355,000 on various dates from February 26, 2018

through January 17, 2019.

On October 12, 2020 and December 22, 2020, the Company received additional tranches in the amount of

$75,000, associated with the Feb 2018 Note for a total aggregate of $430,000.

The maturity date of the Feb 18 Note was extended,

and as a result matures on dates from February 18, 2018 through December 22, 2025.

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 tranche.

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

of $2,810 during the year ended December 31, 2020.

As of December 31, 2020, the balance of the Feb 18 Note was $430,000.

The Company issued various unsecured

convertible promissory notes (the “Feb-Apr 2019 Notes”) in the aggregate principal amount of $107,000.

paid an original issue discount of $4,000 and received funds in the amount of $103,000.

The Feb-Apr 2019 Notes matures on dates

from February 25, 2020 and April 5, 2020.

The Feb-Apr 2019 Notes bears interest at 10% per annum.

The Feb-Apr 2019 Notes may be

converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1)

day trading price or lowest bid price 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.

conversion feature of the Feb-Apr 2019 Notes was considered a derivative in accordance with current accounting guidelines because

of the reset conversion features of the Feb-Apr 2019 Notes.

The fair value of the Feb-Apr 2019 Notes has been determined by using

the Binomial lattice formula from the effective date of the notes.

The Company issued 34,267,881 upon conversion of principal of

$72,384, plus accrued interest of $6,351 and other fees of $1,750.

The Feb-Apr 2019 Note

was converted based on the terms of the agreement, and the Company did not recognize a gain or loss on conversion in the financials.

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $21,801 during

the year ended December 31, 2020.

As of December 31, 2020, the note was fully converted.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

CONVERTIBLE PROMISSORY NOTES (Continued)

Company issued an unsecured convertible promissory note on July 16, 2019 (the “July 2019 Note”), in the aggregate principal

amount of $53,000.

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

2019 Note matured on July 16, 2020.

The July 2019 Note bears interest at 10% per annum.

The July 2019 Note may be converted into

shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing

bid prices during the fifteen (15) trading days prior to the conversion date.

The parties agree that if shares of the common stock

issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day

in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the July

2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features

of the July 2019 Note.

The fair value of the July 2019 Notes has been determined by using the Binomial lattice formula from the

effective date of the notes.

During the year ended December 31, 2020, the Company issued 8,248,918 shares of common stock upon

conversion of principal in the amount of $53,000, plus interest of $2,650.

The July 2019 Note was converted based on the terms

of the agreement, and the Company did not recognize a gain or loss on conversion in the financials.

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $28,672 during the year ended December 31, 2020.

July 2019 Note was fully converted as of December 31, 2020.

The Company issued an unsecured

convertible promissory note on August 8, 2019 (the “August 2019 Note”), in the aggregate principal amount of $53,500.

During the year ended December 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 December 31, 2021,

was fully converted.

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

of $ 53,500 .

The Company paid an original issue discount of $ 2,000 and received funds in the amount of $ 51,500 .

The August 2019 Note shall mature

on February 14, 2021.

The August 2019 Note shall

mature on February 14, 2021 .

The August 2019 Note bears interest at 10 % per annum.

The August 2019 Note may be converted into shares of

the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest

bid price during the fifteen (15) trading days prior to the conversion date.

The parties agree that if shares of the common stock

issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day

in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the August

2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features

of the August 2019 Note.

The fair value of the August 2019 Notes has been determined by using the Binomial lattice formula from

the effective date of the notes.

The Company issued 21,000,000 shares of common stock upon conversion of principal in the amount

of $40,676, plus other fees of $3,000.

The August 2019 Note was converted based on the terms of the agreement and the Company did

not recognize a gain or loss on conversion in the financials.

The Company recorded amortization of debt discount, which was recognized

as interest expense in the amount of $32,305 during the year ended December 31, 2020.

The August 2019 Note as of December

31, 2020 had a remaining balance of $12,824.

The Company issued an unsecured

convertible promissory note on August 29, 2019 (the “August 29, 2019 Note”), in the aggregate principal amount of $63,000.

The Company paid an original issue discount of $3,000 and received funds in the amount of $60,000.

The August 29, 2019 Note matures

on August 29, 2020.

The August 29, 2019 Note bears an interest at 10% per annum.

The August 29, 2019 Note may be converted into

shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing

bid prices during the fifteen (15) trading days prior to the conversion date.

The parties agree that if shares of the common stock

issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day

in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the August

29, 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features

of the August 29, 2019 Note.

The fair value of the August 29, 2019 Note has been determined by using the Binomial lattice formula

from the effective date of the notes.

During the year ended December 31, 2020, the Company issued 13,624,762 shares of common stock

upon conversion in principal of $63,000, plus accrued interest of $3,150.

The August 2019 Note was converted based on the terms

of the agreement and the Company did not recognize a gain or loss on conversion in the financials.

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $24,408 during the year ended December 31, 2020.

August 2019 Note was fully converted as of December 31, 2020.

The Company issued an unsecured

convertible promissory note on October 1, 2019 (the “Oct 2019 Note”), in the aggregate principal amount of $63,000.

The Company paid an original issue discount of $3,000 and received funds in the amount of $60,000.

The October 1, 2019 Note matures

on October 1, 2020.

The Oct 2019 Note bears interest at 10% per annum.

The Oct 2019 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if shares of the common stock issuable upon conversion of

these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Oct 2019 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Oct 2019 Note.

fair value of the Oct 2019 Note has been determined by using the Binomial lattice formula from the effective date of the notes.

During the year ended December 31, 2020, the Company issued 28,413,462 shares of common stock upon conversion of principal of $63,000,

plus accrued interest of $3,150.

The Oct 2019 Note was converted based on the terms of the agreement and the Company did not recognized

a gain or loss on conversion in the financials.

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

expense in the amount of $47,336 during the year ended December 31, 2020.

The Oct 2019 Note was fully converted as of December

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2019 AND

CONVERTIBLE PROMISSORY NOTES (Continued)

The Company issued an unsecured

convertible promissory note on November 4, 2019 (the “Nov 2019 Note”), in the aggregate principal amount of $58,000.

The Company paid an original issue discount of $3,000 and received funds in the amount of $55,000.

The November 4, 2019 Note matures

on November 4, 2020.

The Nov 2019 Note bears interest at 10% per annum.

The Nov 2019 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon conversion

of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Nov 2019 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Nov 2019 Note.

fair value of the Nov 2019 Note has been determined by using the Binomial lattice formula from the effective date of the notes.

During the year ended December 31, 2020, the Company issued 24,588,385 shares of common stock upon conversion of $58,000 in principal,

plus accrued interest of $2,900.

The Nov 2019 Note was converted based on the terms of the agreement and the Company did not recognize

a gain or loss on conversion in the financials.

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

expense in the amount of $48,967 during the year ended December 31, 2020.

The Nov 2019 Note was fully converted as of December

Company issued an unsecured convertible promissory note on December 20, 2019 (the “Dec 2019 Note”), in the aggregate

principal amount of $53,000.

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

The December 20, 2019 Note matures on December 20, 2020.

The Dec 2019 Note bears an interest at 10% per annum.

The Dec 2019 Note

may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest

average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date.

The parties agree that

if the shares of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall

pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Dec 2019 Note was considered a derivative in accordance with current accounting guidelines because

of the reset conversion features of the Dec 2019 Note.

The fair value of the Dec 2019 Note has been determined by using the Binomial

lattice formula from the effective date of the notes.

During the year ended December 31, 2020, the Company issued 21,118,946 shares

of common stock upon the conversion of principal of $53,000, plus accrued interest of $2,650.

The Dec 2019 Note was converted based

on the terms of the agreement and the Company did not recognize a gain or loss on the conversion in the financials.

recorded amortization of debt discount, which was recognized as interest expense in the amount of $51,407 during the year

ended December 31, 2020.

The Dec 2019 Note was fully converted as of December 31, 2020.

The Company issued an unsecured

convertible promissory note on January 23, 2020 (the “Jan 2020 Note”), in the aggregate principal amount of $53,000.

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

The January 23, 2020 Note matures

on January 23, 2021.

The Jan 2020 Note bears interest at 10% per annum.

The Jan 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon conversion

of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Jan 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Jan 2020 Note.

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

During the year ended December 31, 2020, the Company issued 12,320,494 of common stock upon conversion of $53,000 in principal,

plus accrued interest of $2,650.

The Jan 2020 Note was converted based on the terms of the

agreement and the Company did not recognize a gain or loss on the conversion in the financials.

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $53,000 during the year ended December 31, 2020.

Jan 2020 Note was fully converted as of December 31, 2020.

The Company issued an unsecured

convertible promissory note on February 13, 2020 (the “Feb 2020 Note”), in the aggregate principal amount of $53,500.

the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid

price during the fifteen (15) trading days prior to the conversion date.

The parties agree that if shares of the common stock issuable

upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each

day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the August 2019 Note was considered

a derivative in accordance with current accounting guidelines because of the reset conversion features of the August 2019 Note.

value of the August 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the notes.

issued 21,000,000 shares of common stock upon conversion of principal in the amount of $ 40,676 , plus other fees of $ 3,000 .

2019 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on conversion in the financials.

During the year ended December 31, 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 December 31, 2021, was fully converted.

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

of $ 53,500 .

The Company paid an original issue discount of $ 2,000 and received funds in the amount of $ 51,500 .

The Feb 2020 Note matures on

August 14, 2021.

The Feb 2020 Note matures

on February 13, 2021 .

The Feb 2020 Note bears interest at 10 % per annum.

The Feb 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during

the fifteen (15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon

conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each

day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Feb 2020 Note was considered

a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2020 Note.

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

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $33,474 during the

year ended December 31, 2020.

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

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2019 AND

The Feb 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Feb 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Feb 2020 Note.

The fair value of the Feb 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

During the period ended September 30,

2021, the Company issued 6,479,947 shares of common stock for principal in the amount of $ 53,500 , plus accrued interest of $ 8,018 .

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

December 31, 2021.

The Feb 2020 Note as of December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

The Company issued an unsecured

convertible promissory note on March 2, 2020 (the “Mar 2020 Note”), in the aggregate principal amount of $53,000.

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

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

The March 2, 2020 Note matures on

March 2, 2021.

The Mar 2020 Note bears interest at 10% per annum.

The Mar 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon conversion

of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Mar 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Mar 2020 Note.

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

During the year ended December 31, 2020, the Company issued 7,520,270 shares of common stock upon conversion in principal of $53,000,

plus accrued interest of $2,650.

The Mar 2020 Note was converted based on the terms of the

agreement and the Company did not recognize a gain or loss on the conversion in the financials.

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $53,000 during the year ended December 31, 2020.

Mar 2020 Note was fully converted as of December 31, 2020.

The Company issued an unsecured

convertible promissory note on April 28, 2020 (the “Apr 2020 Note”), in the aggregate principal amount of $53,000.

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

The April 28, 2020 Note matures

on April 28, 2021.

The Apr 2020 Note bears interest at 10% per annum.

The Apr 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon conversion

of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Apr 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Apr 2020 Note.

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

During the year ended December 31, 2020, the Company issued 12,616,691 shares of common stock upon conversion in principal of $53,000,

plus accrued interest of $2,650.

The Apr 2020 Note was converted based on the terms of the

agreement and the Company did not recognize a gain or loss on the conversion in the financials.

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $53,000 during the year ended December 31, 2020.

Apr 2020 Note was fully converted as of December 31, 2020.

The Company issued an unsecured

convertible promissory note on June 22, 2020 (the Jun 2020 Note), in the aggregate principal amount of $53,000.

The Company paid

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

The June 22, 2020 Note matures on June 22, 2021.

The Jun 2020 Note bears interest at 10% per annum.

The Jun 2020 Note may be converted into shares of the Company’s common

stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion

of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Jun 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Jun 2020 Note.

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

During the year ended December 31, 2020, the Company issued 7,623,288 shares of common stock upon conversion in principal of $53,000,

plus accrued interest of $2,650.

The Jun 2020 Note was converted based on the terms of the

agreement and the Company did not recognize a gain or loss on the conversion in the financials.

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $53,000 during the year ended December 31, 2020.

Jun 2020 Note was fully converted as of December 31, 2020.

The Company issued an unsecured

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

The Company paid

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

The Jul 2020 Note matures on July 6, 2021 .

Jul 2020 Note bears interest at 10% per annum.

The Jul 2020 Note may be converted into shares of the Company’s common stock

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 $25,847 during the year ended December

The Jul 2020 Note as of December 31, 2020 had a remaining balance of $53,000.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2019 AND

CONVERTIBLE PROMISSORY NOTES (Continued)

The Company issued an unsecured

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

The Company paid

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

The 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 year ended December 31, 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

December 31, 2021, was fully converted.

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

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

The August 4, 2020 Note matures on August

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

The Aug 2020 Note may be converted into shares of the Company’s common

stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading

days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion of these Notes are

not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the

Borrower fails to deliver such common stock.

The conversion feature of the Aug 2020 Note was considered a derivative in accordance with

current accounting guidelines because of the reset conversion features of the Aug 2020 Note.

The fair value of the Aug 2020 Note has been

determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization of debt discount,

which was recognized as interest expense in the amount of $ 31,219 during the year ended December 31, 2021.

The 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

December 31, 2021 was fully converted.

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 delivery of the common stock issuable upon conversion

of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Aug 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note.

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

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $21,781 during the

year ended December 31, 2020.

The Aug 2020 Note as of December 31, 2020 had a remaining balance of $53,000.

The Company issued an unsecured

convertible promissory note on September 14, 2020 (the Sep 2020 Note), in the aggregate principal amount of $53,000.

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

The September 14, 2020 Note matures on September

The parties agree that if the shares of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Aug 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Aug 2020 Note.

The fair value of the Aug 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

During the period the Company issued 6,440,677

shares of common stock upon conversion of principal in the amount of $ 53,500 , plus accrued interest of $ 5,350 .

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $ 33,566 during the year ended December 31, 2021.

Note as of December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on September 14, 2020 (the Sep 2020 Note), in the aggregate principal amount of $ 53,000 .

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

The September 14, 2020 Note matures

on September 14, 2021 .

The Sep 2020 Note bears interest at 10 % per annum.

The Sep 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion

of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond

the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Sep 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Sep 2020 Note.

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

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $15,682 during the

year ended December 31, 2020.

The Sep 2020 Note as of December 31, 2020 had a remaining balance of $53,000.

The Company issued an unsecured

convertible promissory note on November 2, 2020 (the Nov 2020 Note), in the aggregate principal amount of $53,000.

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

The November 2, 2020 Note matures on November

The parties agree that if delivery of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Sep 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Sep 2020 Note.

The fair value of the Sep 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization of debt

discount, which was recognized as interest expense in the amount of $ 37,318 during the year ended December 31, 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 .

Note as of December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

issued an unsecured convertible promissory note on November 2, 2020 (the Nov 2020 Note), in the aggregate principal amount of $ 53,000 .

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

The November 2, 2020 Note matures on

November 2, 2021 .

The Nov 2020 Note bears interest at 10 % per annum.

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.

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 Nov 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Nov 2020 Note.

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

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $8,567 during the

year ended December 31, 2020.

The Nov 2020 Note as of December 31, 2020 had a remaining balance of $53,000.

The Company issued an unsecured

convertible promissory note on December 2, 2020 (the Dec 2020 Note), in the aggregate principal amount of $53,000.

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

The December 2, 2020 Note matures on December

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 Nov 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Nov 2020 Note.

The fair value of the Nov 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 $ 44,433 during the year ended December 31, 2021.

The Note was paid

off in cash for principal and interest.

Company issued The Nov 2020 Note as of December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on December 2, 2020 (the Dec 2020 Note), in the aggregate principal amount of $ 53,000 .

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

The December 2, 2020 Note matures on

December 2, 2021 .

The Dec 2020 Note bears interest at 10 % per annum.

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.

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 Dec 2020 Note was considered a

derivative in accordance with current accounting guidelines because of the reset conversion features of the Nov 2020 Note.

fair value of the Dec 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 $3,416 during the

year ended December 31, 2020.

The Dec 2020 Note as of December 31, 2020 had a remaining balance of $43,000.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2019 AND

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 Dec 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Dec 2020 Note.

The fair value of the Dec 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 $ 3,416 during the December 31, 2021.

The Note was paid off in cash

for principal and interest.

The Dec 2020 Note as of December 31, 2021, was fully converted.

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 .

The January 4, 2021 Note matures on March

The Jan 2021 Note bears interest at 10 %

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

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

during the year ended December 31, 2021.

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

The Jan 4, 2021 Note

as of December 31, 2021, was fully converted.

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 .

The Jan 14 2021 Note matures on January

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

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

(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 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 December 31, 2021.

The Note was paid off

in cash for principal and interest.

The Jan 14 2021 Note as of December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

We evaluated the financing transactions

in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory

note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate.

no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards

the year ended December 31, 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.

the Company repaid convertible notes in the amount of $ 203,000

in principal, plus accrued interest of $ 52,780 .

of December 31, 2021, the Company had no outstanding convertible promissory notes.

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.

1 unchanged sentence

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 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.

DERIVATIVE LIABILITIES

We evaluated the financing transactions

in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory

note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate.

no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards

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.

1 unchanged sentence

into a host contract and derivative instrument.

The Company elected to initially and subsequently measure the note in its entirety

at fair value, with changes in fair value recognized in earnings.

The Company recorded a derivative liability representing the

imputed interest associated with the embedded derivative.

The derivative liability is adjusted periodically per the stock price

fluctuations.

The convertible notes issued and

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

The conversion feature

has been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value

The Company elected to initially and subsequently measure the note in its entirety at

fair value, with changes in fair value recognized in earnings.

The Company recorded a derivative liability representing the imputed interest

associated with the embedded derivative.

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

The convertible

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

The conversion

feature has been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value

reported in the statement of operations.

During the year ended December

31, 2020, as a result of the convertible notes (“Notes”) issued that were accounted for as derivative liabilities,

we determined that the fair value of the conversion feature of the convertible notes at issuance was $632,143, 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.

During the year ended December

31, 2020, the Company converted $738,850 in principal of convertible notes, plus accrued interest of $101,884, and other fees of

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

issued by $632,144 and the loss on the change in derivative by $139,038,754.

As of December 31, 2020, the fair value of the derivative

liability was $148,590,100.

For purpose of determining the

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

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

Risk free interest rate

0.08% - 0.17%

Stock volatility factor

164.0% -247.0%

Weighted average expected option life

6 months - 5 years

Expected dividend yield

On December 22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S.

The Act lowered the Company’s

the year ended December 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 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 ended December 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 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 $ 29,966,084 .

As of December 31, 2021, all derivatives were

fully converted or paid off.

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

are subject to annual limitations.

Should a change in ownership occur, net operating loss carry-forward may be limited as to use in future

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

RELATED PARTY TRANSACTION

14, 2021, the Company issued 1,000

shares of Series B Preferred Stock to its CEO, David Lee.

As of September 30, 2021, there were no

Series B Preferred Stock outstanding.

The total purchase price is $ 0.10

shares of Series B Preferred Stock.

The Series B Preferred stock was returned and expired on January

As of December 31, 2021, there were no

shares of Series B outstanding.

14, 2021, the Company issued 1,000

shares of Series D Preferred Stock to its CEO, David Lee.

The total purchase price is $ 0.10

shares of Series D Preferred Stock.

The Series D Preferred stock was returned and expired on May

As of December 31, 2021, there were no

shares of Series D outstanding.

SECURITIES PURCHASE AGREEMENT

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, pre-funded warrants to purchase up to 31,333,334 shares of common stock, and 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 ( 50,000,000 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 .

In 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

which will expire on July 27, 2026 .

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, pre-funded warrants to purchase up to 60,000,000 shares of common stock, and 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 ( 50,000,000 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 $ 6,000 for total cash received of $ 4,375,350 .

In 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

Outstanding as of the end of the periods

Exercisable as of the end of the periods

average remaining contractual life of the warrants outstanding as of December 31, 2021 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Remaining Contractual

On April 7, 2021, the Company issued 125,000,000

warrants as an incentive, with an exercise price of $ 0.04 per share, and were valued at fair value of $ 5,983,504 using Black-Scholes.

The warrants were deemed to be a dividend and were recognized in the financial statements.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

COMMITMENTS AND CONTINGENCIES

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

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising.

Such matters are subject

to many uncertainties, and outcomes are not predictable with assurance.

In the opinion of management, the ultimate disposition of these

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

As of December

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

22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S.

The Act lowered

the Company’s U.S.

statutory federal income tax rate from 35 % to 21 % effective January 1, 2018.

The Company files income tax returns

files income tax returns in the U.S.

Federal jurisdiction, and the state of California.

With few exceptions, the Company is no longer subject to U.S.

state and local, or non-U.S.

With few exceptions, the Company is no longer

subject to U.S.

federal, state and local, or non-U.S.

income tax examinations by tax authorities for years before 2018.

Included in the balance on December

31, 2020, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about

the timing of such deductibility.

Because of the impact of deferred tax accounting, other than interest and penalties, the

disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment

of cash to the taxing authority to an earlier period.

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

INCOME TAXES (Continued)

The Company’s policy is

to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

the year ended December 31, 2020, the Company did not recognize interest and penalties.

As of December 31, 2020, the Company

had net operating loss carry-forwards of approximately $9,890,000 that may be offset against future taxable income.

No tax benefit

has been reported in the December 31, 2020 financial statements since the potential tax benefit is offset by a valuation allowance

of the same amount.

The income tax provision differs

from the amount of income tax determined by applying the U.S.

federal and state income tax rate of 30% to pretax income from continuing

operations for the years ended December 31, 2020 and 2019 due to the following:

in the balance at December 31, 2021, are no tax positions for which the ultimate deductibility is highly certain, but for which there

is uncertainty about the timing of such deductibility.

Because of the impact of deferred tax accounting, other than interest and penalties,

the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of

cash to the taxing authority to an earlier period.

The Company’s

policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

During the year ended December 31, 2021, the Company did not recognize interest and penalties.

As of December

31, 2021, the Company had net operating loss carry forwards of approximately $ 11,911,000 that may be offset against future taxable income.

No tax benefit has been reported in the December 31, 2021 financial statements since the potential tax benefit is offset by a valuation

allowance of the same amount.

tax provision differs from the amount of income tax determined by applying the U.S.

federal and state income tax rate to pretax income

from continuing operations for the years ended December 31, 2021 and 2020 due to the following:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE

Book Income (Loss)

2 unchanged sentences

Income tax expense

Deferred taxes are provided on

a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards

and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the difference between

the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when,

in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and

tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the

difference between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation

allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist

of the following components as of December 31, 2020 and 2019:

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

deferred tax assets consist of the following components as of December 31, 2021 and 2020:

OF NET DEFERRED TAX ASSETS

Deferred tax assets:

3 unchanged sentences

Net deferred tax asset

Due to the change in ownership

provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject

to annual limitations.

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

are subject to annual limitations.

Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future

BIOSOLAR, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

RELATED PARTY TRANSACTION

On October 28, 2019, the Company

issued 1,000 shares of Series A Preferred Stock at $20 par value to Mr.

David Lee as a bonus for services.

The Series A Preferred

Stock had a fifty-one (51%) voting right only and was redeemed at par value on December 12, 2019.

As of December 31, 2019, there

were no Series A Preferred Stock outstanding.

COMMITMENTS AND CONTINGENCIES

The Company rents office space

on a yearly basis with a monthly rent payment in the amount of $550.

In the normal

course of business, the Company may be involved in legal proceedings, claims and assessments arising.

Such matters are

subject to many uncertainties, and outcomes are not predictable with assurance.

In the opinion of management, the ultimate

disposition of these matters will not have a material adverse effect on the Company’s financial position

or results of operations.

As of December 31, 2020, there

were no legal proceedings against the Company.

SUBSEQUENT EVENT

Management has evaluated subsequent

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

On January 4, 2021, the Company

entered into a convertible promissory note with an investor providing for the sale by the Company of a 10% unsecured convertible

note (the “Jan 2021 Note”) in the principal amount of $53,500.

The Jan 2021 Note is convertible into shares of common

stock of the Company at a price equal to a variable conversion price of 61% of the average of the two lowest (2) day trading prices

for common stock during the fifteen (15) trading day period prior to the conversion date.

On January 7, 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.

On January 15, 2021, the Company

issued 14,025,851 shares of common stock upon conversion of principal in the amount of $12,300, plus accrued interest of $7,336.

On January 13, 2021, the Company

received additional consideration on the convertible note dated February 26, 2018 in the amount of $50,000.

On January 14, 2021, the Company

entered into a convertible promissory note with an investor providing for the sale by the Company of a 10% unsecured convertible

note (the “Feb 2021 Note”) in the principal amount of $53,500.

The Feb 2021 Note is convertible into shares of common

stock of the Company at a price equal to a variable conversion price of 61% of the average of the two lowest (2) day trading prices

for common stock during the fifteen (15) trading day period prior to the conversion date.

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

aggregate of 83,333,334 shares of common stock for gross proceeds to the Company of approximately $5,000,000.

The combined purchase

price for on share of common stock and a warrant to purchase one share of common stock is $0.06 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 $0.0599.

On February 4, 2021, the Company

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

February 5, 2021, the Company issued 908,118 shares of common stock upon conversion of principal in the amount of $12,824, plus

accrued interest of $5,564 and other fees of $1,000.

On February 5, 2021, the Company

issued 1,000,000 shares of common stock for services.

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent events:

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants for $ 1,000 , with an exercise price of $ 0.0255 per share subject

to adjustment.

The initial exercise date is March 1, 2024 , with a termination date of March 1, 2029 .

March 15, 2022, the Company granted 5,000,000 nonqualified stock options to a contractor, with an exercise price of $ 0.0223 per share.

The Option shall vest at 138,888 per month over a thirty-six (36) month period from the grant date.

grant of the Option is made in consideration of the services to be rendered by the Optionee to the Company pursuant to an advisor agreement,

or subsequent consecutive engagement by the Company as an employee, director, or consultant.

The option granted under the advisor agreement

expires ten ( 10 ) years from the date of grant, unless sooner.

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 9A. Controls and Procedures