What changed in this filing

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Item 1. Financial Statements

2022-05-09 compared with 2021-11-08 · 197 added, 587 removed, 232 unchanged (77% of the section changed)

2 unchanged sentences

BALANCE SHEET

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

September 30, 2021

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

March 31, 2022

December 31, 2021

11 unchanged sentences

Accounts payable

Accrued expenses

Derivative liability

Convertible promissory notes net of debt discount of $ 0 and $ 219,850 , respectively

TOTAL CURRENT LIABILITIES

LONG TERM LIABILITIES

Convertible promissory notes net of debt discount of $ 0 and $ 0 , respectively

TOTAL LONG TERM LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred Stock, 34,853

shares outstanding, respectively, redeemable value of $ 3,485,313

and $ 3,485,313 ,

SHAREHOLDERS’ EQUITY

1 unchanged sentence

10,000,000 authorized shares

34,461 shares of Preferred Series C

shares issued and outstanding

Common stock, $ 0.0001 par value;

3,000,000,000 authorized shares 685,496,051 and

456,198,529 shares issued and outstanding, respectively

3,000,000,000 authorized shares

715,496,051 and 715,496,051 shares issued and outstanding, respectively

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

3 unchanged sentences

( 160,869,525 )

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

( 151,914,888 )

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

2 unchanged sentences

STATEMENTS OF OPERATIONS

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

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

March 31, 2022

March 31, 2021

Three Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

March 31, 2022

March 31, 2021

OPERATING EXPENSES

8 unchanged sentences

Interest income

Gain on settlement of debt and derivative

Gain on settlement of debt and derivatives

Gain (Loss) on change in derivative liability

( 26,804,464 )

( 29,966,083 )

( 15,864,120 )

Interest expense

TOTAL OTHER INCOME (EXPENSES)

( 15,903,807 )

( 16,529,993 )

NET INCOME (LOSS)

$ ( 2,801,062 )

$ ( 16,062,126 )

$ ( 16,993,385 )

BASIC EARNINGS (LOSS) PER SHARE

4 unchanged sentences

STATEMENT OF SHAREHOLDERS’ DEFICIT

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

NINE MONTHS ENDED SEPTEMBER 30, 2020

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

THREE MONTHS ENDED MARCH 31, 2021

Preferred Stock

3 unchanged sentences

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 commons shares for services

Issuance of commons shares for services, shares

Issuance of common shares for services

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

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

Issuance of common shares for conversion of preferred stock

Issuance of common shares for conversion of preferred stock, shares

Issuance of Series C Preferred stock

Stock compensation cost

Issuance of common stock warrants deemed dividends

Balance at March 31, 2021 (unaudited)

$ 117,784,316

$ ( 114,265,138 )

Balance at September 30, 2020 (unaudited)

Ending Balance

$ 117,784,316

$ ( 114,265,138 )

NINE MONTHS ENDED SEPTEMBER 30, 2021

THREE MONTHS ENDED MARCH 31, 2022

Preferred Stock

2 unchanged sentences

$ ( 160,869,525 )

Issuance of common shares for cash

Issuance of common shares for converted promissory notes and accrued interest

Issuance of commons shares for services

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

Issuance of common shares for conversion of preferred stock

Stock compensation cost

Issuance of common stock warrants deemed dividends

Beginning Balance

$ 164,000,447

Net Income (loss)

Balance at September 30, 2021 (unaudited)

$ ( 160,869,525 )

Purchase of common stock warrants for cash

Stock and warrant compensation cost

( 2,801,062 )

Balance at March 31, 2022 (unaudited)

$ 166,380,772

$ ( 163,670,587 )

Ending Balance

$ 166,380,772

$ ( 163,670,587 )

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

1 unchanged sentence

STATEMENTS OF CASH FLOWS

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Nine Months Ended

September 30, 2021

September 30, 2020

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

March 31, 2022

March 31, 2021

Three Months Ended

March 31, 2022

March 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 2,801,062 )

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

11 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 1,720,030 )

( 16,326,644 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds for the sale of common stock for cash

Principal payments on convertible debt

Proceeds for the sale of common stock for cash, net

Principle payments on convertible debt

Net proceeds from convertible promissory notes

Common stock purchase warrants for cash

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

( 16,061,144 )

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

$ ( 15,999,350 )

CASH, BEGINNING OF YEAR

CASH, END OF YEAR

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

7 unchanged sentences

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

of Presentation

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been included.

Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may

be expected for the year ending December 31, 2021.

Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be

expected for the year ending December 31, 2022.

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

in the Company’s Form 10-K for the December 31, 2021.

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.

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 nine months ended September

30, 2021, the Company obtained funds from the sale of shares of common stock, and from the issuance of a convertible note agreement.

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

Management believes the existing shareholders,

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

and will allow the development of its core business operations.

No assurance can be given that any future financing will be available

or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing,

it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders,

in case of equity financing.

Concern Substantial Doubt Alleviated

of the three months ended March 31, 2022, the Company had a net loss of $ 2,589,777 .

As of March 31, 2022, its shareholders equity was

$ 2,781,734 .

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

OF SIGNIFICANT ACCOUNTING POLICIES

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

preparation of financial statements in conformity with generally accepted accounting principles requires management to make

estimates and assumptions that affect the amounts reported in the accompanying financial 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.

Concentration

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

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

As of March 31, 2022,

the cash balance in excess of the FDIC limits was $ 5,938,264 .

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

it is not exposed to any significant credit risk in these accounts.

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

and assumptions that affect the amounts reported in the accompanying financial statements.

Significant estimates made in preparing these

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

liabilities and the fair value of stock options.

Actual results could differ from those estimates.

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Machinery and equipment

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

expense for the years ended March 31, 2022 and 2021 was $ 1,091 and $ 1,091 , respectively.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

5 unchanged sentences

Intangible assets

expense for the nine months ended September 30, 2021 and the year ended December 31, 2020 was $ 2,267 and $ 3,022 , respectively.

expense for the three months ended March 31, 2022 and the year ended December 31, 2021 was $ 756 and $ 3,022 , respectively.

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

5 unchanged sentences

is re-measured each period.

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

directors for services.

March 24, 2015, the Company granted 2,450,000 stock options and on September 2, 2015 13,500,000 stock options to its employees and directors

for services.

On March 24, 2022, the 2,450,000 options expired leaving the September 2, 2015 options of 13,500,000 outstanding.

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

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

NEWHYDROGEN, INC.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Compensation (Continued)

On March 1, 2022, the Company issued

5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $ 1,000 .

March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services.

The options vest at a rate of 138,889

options per month for a thirty-six ( 36 ) month period during the term of the optionee’s employment.

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.

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

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

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

The stock options

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

As of September 30, 2021, 465,950,000 stock

options were outstanding.

The stock options terminate seven

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

As of March 31, 2022, the aggregate total of 468,500,000 stock options

were outstanding.

and Development

and development costs are expensed as incurred.

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

ended September 30, 2021 and 2020, respectively.

Total research and development costs were $ 220,546 and $ 219,026 for the three months

ended March 31, 2022 and 2021, respectively.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) per Share Calculations

5 unchanged sentences

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

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

the three months ended March 31, 2022, the Company has not been included shares issuable from 468,500,000 stock options and 228,958,334

warrants, because their impact on the income per share is antidilutive.

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

31, 2021, because their impact on the income per share is dilutive.

the nine months ended September 30, 2020, the Company’s diluted loss per share is the same as the basic loss per share, and the

inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

The Company has excluded

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 Nine Months Ended

September 30,

For the Three Months Ended

Income (Loss) to common shareholders (Numerator)

$ ( 2,801,062 )

$ 132,568,425

Basic weighted average number of common shares outstanding (Denominator)

3 unchanged sentences

practicable to estimate that value.

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

As of March 31, 2022, 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

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

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and

the lowest priority to unobservable inputs (level 3 measurements).

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

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

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

These tiers include:

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Value of Financial Instruments (Continued)

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

4 unchanged sentences

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 as of September 30, 2021:

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

Derivative Liability at fair value as of September 30, 2021

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

SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS

Balance as of January 31, 2021

$ 148,590,100

Fair value of derivative liabilities issued

Derecognition of derivative liability

( 178,736,187 )

Loss on change in derivative liability

Balance as of September 30, 2021

for Derivatives

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

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.

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.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As of March 31, 2022, there were no financial instruments to

Issued Accounting Pronouncements

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

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

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.

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.

Reclassification

amounts in the 2021 financial statements have been reclassified to conform to the presentation used in the 2022 financial statements.

There was no material impact on any of the Company’s previously issued financial statements.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

Stock March 31, 2022

of March 31, 2022, the Company had a total of 34,853 shares of Series C Preferred Stock with a fair value of $ 3,485,313 , and a stated

face value of one hundred dollars ($ 100 ) (“share value”) per share, 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.

Stock March 31, 2021

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

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

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

Preferred Stock.

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

As of September 30, 2021, there were

no shares of Series B Preferred Stock outstanding.

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

The investor exchanged

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

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

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

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

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

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

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

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

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

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

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

The extinguishment of the convertible debt and derivative

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

A valuation was prepared based

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

SCHEDULE OF EXTINGUISHMENT OF DEBT

5 unchanged sentences

$ 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

period ended September 30, 2021.

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

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

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

The Series D Preferred stock were redeemed

by the Company on May 29, 2021.

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

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

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.

period ended March 31, 2021.

Stock March 31, 2022

the three months ended March 31, 2022, the Company issued 5,000,000 common stock purchase warrants for cash in the amount of $ 1,000 .

Stock March 31, 2021

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

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

of common stock, par value $ 0.0001 per share.

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

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

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

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

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

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

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

STOCK (Continued)

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

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

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

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

the nine months ended September 30, 2021, the Company issued 21,964,188 shares of common stock upon conversion of convertible promissory

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

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

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

the nine months ended September 30, 2021, the Company granted 400,000,000 stock options to its CEO and 50,000,000 stock options to an

employee of the Company (Please see Note 2).

Stock March 31, 2021 (Continued)

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

OPTIONS AND WARRANTS

the three months ended March 31, 2022, the Company granted stock options in the amount of 5,000,000 .

(See Note 2).

SCHEDULE OF STOCK OPTIONS

1 unchanged sentence

Weighted average exercise price

Number of Options

Weighted average exercise price

Outstanding as of the beginning of the periods

( 2,450,000 )

Outstanding as of the end of the periods

Exercisable as of the end of the periods

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

weighted average remaining contractual life of options outstanding as of March 31, 2022 was as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

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Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining Contractual Life (years)

Exercisable Price

Stock Options Outstanding

Stock Options Exercisable

Stock Options

Weighted Average Remaining Contractual Life (years)

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

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

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES

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

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

The May 2014 Note bears interest at 10 % per

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

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

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

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

If the Borrower fails

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

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

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

In addition, for each

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

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

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

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

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

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

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 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 nine months ended September 30, 2021, the Company exchanged the Note for Preferred Stock for principal in the amount of $ 1,960,500 ,

plus accrued interest of $ 923,717 .

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

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

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

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

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

The maturity date

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

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

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

$0.03 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or

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

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

If the Borrower fails to deliver shares in

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

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

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

In addition, for each

conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of

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

are delivered .

The fair value of the Feb 18 Note was determined by using the Binomial lattice formula from the effective date of

each tranche.

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

during the nine months ended September 30, 2021.

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

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

The Feb 18 Note, as of September 30,

2021, was fully converted.

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

amount of $ 53,500 .

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

The August 2019

Note shall mature on February 14, 2021 .

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

The August 2019 Note may be converted into

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

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

The parties agree that if shares of the common stock

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

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

The conversion feature of the August 2019 Note

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

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

The Company issued 21,000,000 shares of common stock upon conversion of principal in the amount of $ 40,676 , plus other fees of

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.

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

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

The August 2019 Note as of September 30, 2021, was fully

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

amount of $ 53,500 .

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

The Feb 2020 Note

matures on February 13, 2021 .

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

The Feb 2020 Note may be converted into shares of the

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

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

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

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

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

The conversion feature of the Feb 2020 Note was considered

a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2020 Note .

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

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

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

the nine months ended September 30, 2021.

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

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

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

The Jul 2020 Note

matures on July 6, 2021 .

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

The Jul 2020 Note may be converted into shares of the

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

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

The parties agree that if delivery of the common stock issuable

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

each day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the Jul 2020 Note was

considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jul 2020

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

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

the three months ended September 30, 2021.

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

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

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

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

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

The August 4, 2020 Note matures on

August 4, 2021 .

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

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

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

(15) trading days prior to the conversion date.

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

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

that the Borrower fails to deliver such common stock.

The conversion feature of the Aug 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Aug 2020 Note.

The fair value of the Aug 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes .

The Company recorded amortization of

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

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

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

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

amount of $ 53,500 .

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

The Aug 2020 Note

matures on August 17, 2021 .

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

The Aug 2020 Note may be converted into shares of the

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

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

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

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

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

The conversion feature of the Aug 2020 Note was considered

a derivative in accordance with current accounting guidelines because of the reset conversion features of the Aug 2020 Note.

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

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

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

the nine months ended September 30, 2021.

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

Company issued an unsecured convertible promissory note on September 14, 2020 (the Sep 2020 Note), in the aggregate principal amount

of $ 53,000 .

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

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.

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

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

September 30, 2021.

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

interest of $ 2,650 .

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

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

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.

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 September 30, 2021.

The Note was paid

off in cash for principal and interest.

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

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

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 .

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 September 30, 2021.

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

The Dec 2020 Note as of

September 30, 2021, was fully converted.

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

PROMISSORY NOTES (Continued)

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

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 4, 2021 .

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

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

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

(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.

value of the Jan 4 2021 Note has been determined by using the Binomial lattice formula from the effective date of the notes .

recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 53,500 during the nine months ended

September 30, 2021.

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

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

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

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 14, 2021 .

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 September 30, 2021.

The Note was paid

off in cash for principal and interest.

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

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

interest of $ 1,023,253 for 34,853 shares of Series C Preferred Shares.

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

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

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

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

variable conversion rate.

The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set

forth in current accounting standards for equity classification.

The Company elected to recognize the note under paragraph

815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument.

The Company elected to initially

and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings.

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

The derivative liability

is adjusted periodically per the stock price fluctuations.

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

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

The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting

standards for equity classification.

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

separation into a host contract and derivative instrument.

The Company elected to initially and subsequently measure the note in its

entirety at fair value, with changes in fair value recognized in earnings.

The Company recorded a derivative liability representing the

imputed interest associated with the embedded derivative.

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

LIABILITIES (Continued)

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

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.

the nine months ended September 30, 2021, as a result of the convertible notes (“Notes”) issued that were accounted for as

derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $ 180,004 ,

based upon a Binomial-Model calculation.

We recorded the full value of the derivative as a liability at issuance with an offset to valuation

discount, which will be amortized over the life of the Notes.

the nine months ended September 30, 2021, the Company converted $ 184,124 in principal of convertible notes, plus accrued interest of

$ 20,851 , and other fees of $ 1,000 .

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

fair value of the derivatives issued by $ 638,936 and the loss on the change in derivatives by $ 29,966,083 .

As of September 30, 2021,

all derivatives were fully converted or paid off.

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

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 years.

PARTY TRANSACTION

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

As of September 30, 2021, there were no Series

B Preferred Stock outstanding.

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

The Series B Preferred

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

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

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

The total purchase price is $ 0.10 for 1,000

shares of Series D Preferred Stock.

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

As of September 30, 2021,

there were no shares of Series D Preferred Stock outstanding.

PURCHASE AGREEMENT

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

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

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

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

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

proceeds of $ 4,996,866 ( 5,000,0000 assuming full exercise of the pre-funded warrants) for gross proceeds to the Company of approximately

$ 5,000,000 .

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

of $ 4,409,350 .

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

SECURITIES PURCHASE AGREEMENT (Continued)

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

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

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

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

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

In addition, the combined purchase price of $0.04

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

for aggregate gross proceeds of $ 4,994,000 ( 5,000,0000 assuming full exercise of the pre-funded warrants) for gross proceeds to the Company

of approximately $ 5,000,000 .

After closing cost, the Company received net funds of $ 4,369,350 , plus pre-funded proceeds of $ 6,000 for

total cash received of $ 4,375,350 .

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

stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2022 related to these

options was $ 2,264,223 .

of March 31, 2022, there was no intrinsic value with regards to the outstanding options.

During the period ended March

31, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of

SCHEDULE OF WARRANTS ACTIVITY

Weighted average exercise price

2 unchanged sentences

Exercisable as of the end of the periods

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

BIOSOLAR, INC.)

TO CONDENSED FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of the warrants outstanding as of March 31, 2022 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

3 unchanged sentences

Weighted Average Remaining Contractual Life (years)

the period, the Company recognized warrant compensation at fair value in the amount $ 115,102 .

AND CONTINGENCIES

5 unchanged sentences

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

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

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

March 15, 2022, the Company entered into an advisor agreement for services regarding various aspects of the Company’s business,

including but not limited to technology, business development, and product development.

The Company granted 5,000,000 common stock options,

vesting at a rate of 138,889 options per month for thirty-six (36) months of consecutive service to the Company, as well as cash compensation

of $ 5,000 per month for the services provided.

of March 31, 2022, there were no legal proceedings against the Company.

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent events.

April 11, 2022, the Board of Directors approved the 2022 Equity Incentive Plan (“2022 Plan”), that provides for the grant

of incentive stock options, non-qualified stock options, restricted stock and restricted stock units collectively.

The stock awards may

be granted to our employees, consultants, and directors.

The maximum number of shares of common stock initially available for issuance

under the 2022 Plan is 500,000,000 shares of common stock, and thereafter shall automatically be increased on the first day of the Company’s

fiscal year beginning in 2023 so that the total number of shares issuable under the 2022 Plan shall at all times equal fifteen percent

( 15 %) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Company’s

Board of Directors adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

Board of Directors may suspend or terminate the 2022 Plan at any time.

April 12, 2022, the Board of Directors approved the cancellation of the 450,000,000 stock options previously granted on February 18,

2021 in exchange for granting new stock options under the Corporation’s 2022 Equity Incentive Plan approved on April 11, 2022.

EVENT (Continued)

April 12, 2022, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.021 .

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

options out of the 400,000,000 options vest immediately, and the remaining 83,333,338 of the option shall become exercisable in equal

amounts over a ten ( 10 ) month period during the term of the optionee’s employment, with the first installment of 8,333,334 shares

vesting on May 12, 2022.

19,444,446 options out of the 50,000,000 options vest immediately, and the remaining 30,555,554 option shall

become exercisable in equal amounts over a twenty two ( 22 ) month period during the term of the optionee’s employment, with the

first installment of 1,388.889 shares vesting on May 12, 2022.

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

What changed 10-Q

Item 1. Financial Statements