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SEC Comment Letter for NewHydrogen, Inc. (NEWH) (CIK 0001371128) (NEWH) — Jul 18, 2008

NewHydrogen, Inc. (NEWH) (CIK 0001371128)
Date: July 18, 2008 · CIK: 0001371128 · Accession: 0000000000-08-035828

AI Filing Summary & Sentiment

File numbers found in text: 333-138910

Date
July 18, 2008
Author
Not clearly detected
Form
UPLOAD
Company
NewHydrogen, Inc. (NEWH) (CIK 0001371128)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 July 18, 2008 Mr. David Lee Acting Chief Financial Officer BioSolar, Inc. 27936 Lost Canyon Road, Suite 202 Santa Clarita, California 91387 Re: BioSolar, Inc. Form 10-K for the Year Ended December 31, 2007 File No. 333-138910

Dear Mr. Lee:

We have reviewed your filing and have the following comments. We have limited our review of your filing to the disclo sures pertaining to the evaluation of your internal control over financial reporting. Sp ecifically, we have reviewed your filing to determine if you conducted the evaluation of your internal cont rol over financial reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiv eness of your internal control over financial reporting, as required by Item 308T(a) of Regul ations S-K. Where indicated, we think you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explanation as to why a revision is not necessary. Please be as detailed as necessary in your explanation.

----------

We note from your disclosure that mana gement has not conducted an evaluation nor provided an assessment of internal cont rol over financial report ing as of December 31, 2007 . Since you filed an annual re port for the prior fiscal year, it appears you are required to report on your management’s assessm ent of internal cont rol over financial reporting. If your management has not yet perf ormed its assessment, we ask that you complete your evaluation and amend your fili ng within 30 calendar days to provide the required management's report on internal contro l over financial report ing. In performing your evaluation, you may find the following documents helpful:

David Lee BioSolar, Inc. July 18, 2008 Page 2 ƒ the Commission’s release Amendments to Rules Regarding Management’s Report on Internal Control Over Financial Reporting (Securities Act Release 8809/Financial Reporting Releas e 76). You can find this release at: http://www.sec.gov/rule s/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Securities Act Release 8010/Financia l Reporting Release 77). You can find this release at http://sec.gov/rules /interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Gu ide for Small Business” brochure at: (http://www.sec.gov/info/smallbus/404guide.shtml ).

In addition, please consider whether manage ment’s failure to provide its report on internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosu re controls and procedures as of the end of the fiscal year covered by the report and revise your disclosure as appropriate.

Please note that the failure to perf orm or complete management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm . Please understand that the purpose of our review 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. 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 in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing; ‚ staff comments or changes to disclosu re in response to staff comments do

David Lee BioSolar, Inc. July 18, 2008 Page 3 not foreclose the Commission from ta king any action with respect to the filing; and ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.

You may contact Bret Johns on, Staff Accountant, at (202) 551-3753 or me at (202) 551-3768 if you have questions regarding these comments.

S i n c e r e l y , John Cash A c c o u n t i n g B r a n c h C h i e f

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

July 18, 2008
  Mr. David Lee Acting Chief Financial Officer BioSolar, Inc. 27936 Lost Canyon Road, Suite 202 Santa Clarita, California 91387
 Re: BioSolar, Inc.
Form 10-K for the Year Ended December 31, 2007
File No.  333-138910

Dear Mr. Lee:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to the disclo sures pertaining to the evaluation of your
internal control over financial reporting.  Sp ecifically, we have reviewed your filing to
determine if you conducted the evaluation of  your internal cont rol over financial
reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an
assessment and a conclusion as to the effectiv eness of your internal control over financial
reporting, as required by Item 308T(a) of Regul ations S-K.  Where indicated, we think
you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explanation as to why a revision is not
necessary.  Please be as detailed as necessary in your explanation.

----------

We note from your disclosure that mana gement has not conducted an evaluation
nor provided an assessment of internal cont rol over financial report ing as of December
31, 2007
.  Since you filed an annual re port for the prior fiscal year, it appears you are
required to report on your management’s assessm ent of internal cont rol over financial
reporting.        If your management has not yet perf ormed its assessment, we ask that you
complete your evaluation and amend your fili ng within 30 calendar days to provide the
required management's report on internal contro l over financial report ing.  In performing
your evaluation, you may find the following documents helpful:

David Lee
BioSolar, Inc.
July 18, 2008
Page 2
ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act
Release 8809/Financial Reporting Releas e 76).  You can find this release
at: http://www.sec.gov/rule s/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding
Management’s Report on Internal Control Over Financial Reporting
Under Section 13(a) or 15(d) of  the Securities Exchange Act of 1934
(Securities Act Release 8010/Financia l Reporting Release 77).  You can
find this release at http://sec.gov/rules /interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Gu ide for Small Business” brochure
at: (http://www.sec.gov/info/smallbus/404guide.shtml ).

In addition, please consider whether manage ment’s failure to provide its report on
internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosu re controls and procedures as of the end of the fiscal year
covered by the report and revise your disclosure as appropriate.

  Please note that the failure to perf orm or complete management’s assessment
adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports.  For
further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.
   Please understand that the purpose of our review 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.
  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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosu re in response to staff comments do

David Lee
BioSolar, Inc. July 18, 2008
Page 3
not foreclose the Commission from ta king any action with respect to the
filing; and
‚ the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Bret Johns on, Staff Accountant, at (202) 551-3753 or me at
(202) 551-3768 if you have questions regarding these comments.

        S i n c e r e l y ,
                   John Cash         A c c o u n t i n g  B r a n c h  C h i e f