SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

December 19, 2006

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.
 Registration Statement on Form SB-2
Filed November 22, 2006
 File No. 333-138910

Dear Mr. Lee:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  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.

General
1. Please revise the first page of the regi stration statement to check the Rule 415
box.
2. Disclosure in the registration statement and the subscription agreements filed as
exhibits 10.1 through 10.3 indicate that the shares being registered for resale were
issued to the selling share holders in private placement transactions.  Disclosure

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

throughout the registration statement, however, indicates that the shares being registered for resale are issuable upon th e conversion of secured convertible notes
and/or the exercise of warra nts.  For example, we not e disclosure on page 7 of
“issued secured convertible notes and ex ercise of warrants,” on page 24 that you
“will receive proceeds from the exercise of warrants,” and on page 29 that “the actual number of shares of common stock issuable upon conversion of the secured
convertible notes is subject to adjustme nt depending on . . . the future market
price . . . .”  Please reconcile.
 Revise your registration statement to provide consistent disclosure of the
 securities privately placed and those bei ng registered for resale here.  Similarly,
 revise throughout your prospectus to accura tely represent the nu mber of securities
 that have been issued, including th e number of shares of common stock
 outstanding after the offering on page 7 and the number of shares of common
 stock underlying convertible secu rities and warrants on page 21.
3. We note your statement on the cover page that shares may be sold by the selling shareholders “at the prevailing market price or in negotiated transactions,”
although there is currently no public market for your securities.  Please note that
paragraph 16 of Schedule A and Item 501(b)(3) of Regulation S-K require the
inclusion of a fixed price or bona fide pr ice range where there is no public market
for an issuer’s securities.  Please revise  the cover page of your prospectus to
provide a fixed price or bona fide pric e range at which the selling stockholders
will sell their shares until such time as your shares are listed, at which time the
shares may be resold at the then-prevaili ng market price or at negotiated prices.

Risk Factors, page 9
We have a limited history of losses . . ., page 9
4. Please expand your discussion under this heading to address the absence of any revenues to date.

We may be unable to manage its growth . . ., page 9
5. Please revise your discussion under this h eading to remove the implication that
you are only in the development stage a nd do not appear to have established
product and service offerings or a client base or markets.  Please also revise your discussion of “projected growth” to addr ess with specificity the aspects of your
operations that would be strained by your growth from a development stage
company.

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

If you purchase shares . . ., page 11
6. Please delete this risk factor, as you are registering the shares for resale, rather
than conducting a primary offering.  Simila rly revise or delete your disclosure
under Determination of Offering Price on page 12.

Management’s Discussion and Analysis . . ., page 13
7. Please delete “will” from th e list of words intended to identify forward-looking
statements.

Critical Accounting Policies, page 13
8. Please revise your disclosure so that it only includes the accounting policies that
are relevant to your current operating status.  In this re gard, given that you have
not yet recognized any revenue, it appears inappropriate to in clude this policy.
Therefore, please delete the disclosure.

Plan of Operation and Financing Needs, page 15
9. Please revise your disclosure to include a comprehensive discussion of your plan
of operation for the next 12 months.  In this regard, please describe your
intentions with regard to  your current cash and investment balances.  Reference
Item 303(a) of Regulation S-B.
10. Please expand your discussion under this head ing to disclose the specific products
you are attempting to develop, as well as  the status of your research and
development, as required by Item 303(a)(1)(ii) of Regulation S-B.
11. Disclose how long you will be able to satisfy your cash requirements and whether you will have to raise additional funds within the next twelve months.
See
Regulation S-B, Item  303(a)(1)(i).
12. Please revise the discussion of your ope rating expenses for the three months
ended September 30, 2006, to disclose what professional fees you paid and the nature of your marketing expenses.

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

13. We note your statement under Net Loss that you “recently began operating our business, including efforts to market and sell our products, and revenues
 generated were not sufficient to cover our  operating costs.”  Please reconcile this
 statement with your statements elsewh ere that you have yet to derive any
 revenues.

Business, page 16
Industry Overview, page 16
14. We note your statement that you believe Photovoltaics is “the fastest-growing
solar technology” and that  photovoltaic cells “convert sunlight directly into
electricity.”  Please tell us if there are forms of solar energy technology that do
not rely on converting sunlight into electricity and, if so, what those forms are.  If
photovoltaic conversion is the only si gnificant solar energy technology, please
revise your disclosure to reflect this fact.
15. Please provide the basis for your statement that “[m]any market observers expect
thin-film photovoltaics to beco me the dominant technology.”

Marketing Strategy, page 17
16. Your first sentence under this heading implies that  thin film tec hnologies are still
in their research and development phase .  If true, please revise here and
throughout your registration statement to clear ly indicate that such technology is
in its development phase and discuss your  research with greater specificity.  See
Regulation S-B, Item 101(b)(1), (3).  Please also revise throughout the document
to provide your basis for statements that thin film technologies are “a compelling and efficient solution” and that they “can be manufactured at a low cost and at a large volume” when compared to traditional films.

Manufacturing and Distribution, page 17
17. Please expand your discussion to disclose  what you mean be reference to a
“multi-pronged distribution operation,” as well as how you intend to “make [y]our products available concurre ntly,” an well as how such an approach does not
constitute a “marketing campaign.”  In ma king such revisions, please harmonize
your disclosure with you r earlier statement under Ma rketing Strategy that you
“plan to undertake advertisi ng and promotion efforts.”

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

Intellectual Property, page 17
18. Please provide the date you f iled your patent application with the U.S. Patent and
Trademark Office and your file number, as well as a brief stat ement of the status
of the application.

Executive Compensation, page 20
19. Please clarify whether the salary presen ted in the Summary Compensation Table
is an estimate for the entire calendar year , or for the period from inception to June
30, 2006.

Security Ownership of Certain Beneficial Owners and Management, page 20
20. Please revise to disclose the natural pe rson(s) having sole or shared voting and
investment control over the securities held by Wings Fund, Inc.

Selling Stockholders, page 24
21. Please revise your selling stockholders’ tabl e to indicate the transaction in which
each selling shareholder purchased his or her shares.
22. Please tell us whether any of the selli ng security holders are broker-dealers or
affiliates of broker-dealers.  Your amended prospectus should name any selling security holder who is a br oker-dealer and state that it  is an underwriter with
respect to the shares that being offered for resale.
23. If any named selling security holders is an affiliate of a broker-dealer, the
amended prospectus should disclose the following:

• that such selling securi ty holder purchased in th e ordinary course of
business; and
• that, at the time of purchas e of the securities to be resold, the seller had no
agreements or understandings, directly  or indirectly, with any person to
distribute the securities.

If any such selling security  holder is unable to make th ese representations, please
state disclose that he or she is an underwriter.

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

Available Information, page 29
24. Please delete the reference to Itronics, Inc.

Part II
Recent Sales of Unregister ed Securities, page II-1
25. Please revise your discussion to clarif y that your unregistered sales were
“deemed” or determined by you to be exem pt from the registration requirements
of the Securities Act.  In addition, plea se tell us what you mean in the final
sentence, which represents that purchasers in your unregistered offerings “were provided with access to our Securities a nd Exchange Commission filings.”  We
note that each of these sale s occurred prior to the time  you filed this registration
statement.

Undertakings, page II-3
26. Please delete the undertaking appearing in paragraph (4), along with its subparts,
as you are not conducting an initial di stribution of securities under this
registration statement.

Exhibits
Exhibit 5.1, Opinion of Sichenzia Ross Friedman Ference LLP
27. Please submit a revised opinion of counsel indicating that the shares are being
registered for resale.

Closing Comments

As appropriate, please amend your registration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a cover letter with your amendment that keys your responses to
our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand th at we may ha ve additional comments after
reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be  certain that the filing includes all information required under
the Securities Act of 1933 and that they have provided all informatio n investors require for

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

an informed investment deci sion.  Since the company and its  management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration st atement, it should furnish a letter, at the time
of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not  foreclose the Commission from taking any action with
respect to the filing;

• the action of the Commission or  the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not re lieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in  the filing; and

• the company may not assert staff comments and the declara tion of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comment s on your filing.

We will consider a written request for accel eration of the effe ctive date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective responsibilities under th e Securities Act of 1933 and the Securities
Exchange Act of 1934 as they  relate to the proposed pub lic offering of the securities
specified in the above registration statement.   We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 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