SEC Comment Letter for NewHydrogen, Inc. (NEWH) (CIK 0001371128) (NEWH) — Jan 17, 2007
NewHydrogen, Inc. (NEWH) (CIK 0001371128)
Date: Jan. 17, 2007 · CIK: 0001371128 · Accession: 0000000000-07-002576
AI Filing Summary & Sentiment
File numbers found in text: 333-138910
Referenced dates: December 19, 2006
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 By U.S. Mail and facsimile to (212) 930-9725 David Lee Chief Executive Officer BioSolar, Inc. 27936 Lost Canyon Road, Suite 202 Santa Clarita, California 91387
Re: BioSolar, Inc. Amendment No. 1 to Registrati on Statement on Form SB-2 Filed December 29, 2006 File No. 333-138910
Dear Mr. Lee:
We have reviewed your filings and have the following comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Cover 1. Please revise the cover to delete the disclosure that that selling shareholders may sell their shares at $.10 per share a nd state that selling shareholders will sell their shares at $.10 per share.
Risk Factors, page 9 We may be unable to manage our growth or implement our expansion strategy, page 9
2. We note your response to comment 5 of our letter dated December 19, 2006. Please revise your disclosure under this risk factor heading to clearly indicate that you are a development stage company and re move the implication that you have current product and service offerings.
Plan of Operation and Financing Needs, page 15
3. We note your response to comment 12 of our letter dated December 19, 2006.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE
Please revise to disclose the nature of your professional fees that were paid during the three months ended September 30, 2006.
Intellectual Property, page 17
4. We note your response to comment 18 of our letter dated December 19, 2006. Please update this information, as nece ssary, prior to effectiveness of the registration statement.
Executive Compensation, page 20 5. Please update the table with final numbers.
Selling Stockholders, page 24
6. As you are registering a fixed number of shares, please revise the column titled “Shares of Common Stock Included in Pros pectus” to indicate that the numbers appearing in the column represent the ma ximum number of shares to be sold under this registration statement. Please also revise the column titled “Percentage of Common Stock Owned Before Offering” to reflect the pe rcentage owned by each listed shareholder prior to the commencement of the offering.
7. We note your response to comment 21 of our letter dated December 19, 2006. Please revise your table to include the stockholders named in note 1 within the same location. In addition, please revise to indicate the trans action(s) in which these stockholders acquired their shares.
Closing Comment
8. Please provide the representations reque sted on page 7 of our letter dated December 19, 2006, in the form requested.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE
You may contact Tricia Armelin, Sta ff Accountant, at (202) 551-3747 or John Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the financial statements and related matters. Please contact Matt Franker, Staff Attorney, at (202) 551-3749 or me, at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
January 17, 2007
Mail Stop 7010
By U.S. Mail and facsimile to (212) 930-9725
David Lee
Chief Executive Officer
BioSolar, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita, California 91387
Re: BioSolar, Inc.
Amendment No. 1 to Registrati on Statement on Form SB-2
Filed December 29, 2006
File No. 333-138910
Dear Mr. Lee:
We have reviewed your filings and have the following comments. We welcome
any questions you may have about our comments or any other aspect of our review. Feel
free to call us at the telephone numbers listed at the end of this letter.
Cover
1. Please revise the cover to delete the disclosure that that selling shareholders may
sell their shares at $.10 per share a nd state that selling shareholders will sell their
shares at $.10 per share.
Risk Factors, page 9
We may be unable to manage our growth or implement our expansion strategy, page 9
2. We note your response to comment 5 of our letter dated December 19, 2006.
Please revise your disclosure under this risk factor heading to clearly indicate that
you are a development stage company and re move the implication that you have
current product and service offerings.
Plan of Operation and Financing Needs, page 15
3. We note your response to comment 12 of our letter dated December 19, 2006.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Please revise to disclose the nature of your professional fees that were paid during
the three months ended September 30, 2006.
Intellectual Property, page 17
4. We note your response to comment 18 of our letter dated December 19, 2006.
Please update this information, as nece ssary, prior to effectiveness of the
registration statement.
Executive Compensation, page 20
5. Please update the table with final numbers.
Selling Stockholders, page 24
6. As you are registering a fixed number of shares, please revise the column titled
“Shares of Common Stock Included in Pros pectus” to indicate that the numbers
appearing in the column represent the ma ximum number of shares to be sold
under this registration statement. Please also revise the column titled “Percentage of Common Stock Owned Before Offering” to reflect the pe rcentage owned by
each listed shareholder prior to the commencement of the offering.
7. We note your response to comment 21 of our letter dated December 19, 2006.
Please revise your table to include the stockholders named in note 1 within the
same location. In addition, please revise to indicate the trans action(s) in which
these stockholders acquired their shares.
Closing Comment
8. Please provide the representations reque sted on page 7 of our letter dated
December 19, 2006, in the form requested.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
You may contact Tricia Armelin, Sta ff Accountant, at (202) 551-3747 or John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the financial statements and related matters. Please contact Matt Franker, Staff Attorney, at (202) 551-3749 or me, at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Gregory Sichenzia
Eric A. Pinero
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018