SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Comment Letter for NewHydrogen, Inc. (NEWH) (CIK 0001371128) (NEWH) — Oct 5, 2012

NewHydrogen, Inc. (NEWH) (CIK 0001371128)
Date: Oct. 5, 2012 · CIK: 0001371128 · Accession: 0000000000-12-055207

AI Filing Summary & Sentiment

File numbers found in text: 333-138910

Date
October 5, 2012
Author
/s/ John Cash
Form
UPLOAD
Company
NewHydrogen, Inc. (NEWH) (CIK 0001371128)

Letter

October 5, 2012 Via E -mail Mr. David Lee Chief Executive Officer BioSolar, Inc. 27936 Lost Canyon Road, Suite 202 Santa Clarita , CA 91387

Re: BioSolar, Inc. Form 10 -K for the Fiscal Year Ended December 31, 20 11 Filed March 30, 2012 File No. 333-138910

Dear Mr. Lee:

We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 20 11

General

1. Throughout the filing we note disclosure that you are “developing a technology to produce bio -based materials from renewable plant sources;” however, none of these sources have been identified in the filing. With a view towards future disclosure, please tell us what renewable plant sources you a re using in the development of your technology. In this regard, please also note the disclosure requirements of Item 101(h)(4)(v) of Regulation S -K related to disclosure of sources and availability of raw materials.

2. We note that since March 15, 2012, the company has posted in its website a number of press releases announcing important development in the commercialization efforts o f the BioBlacksheet technology. In particular, we note (i) the sales agreement with Tomark Industries, (ii) the manufacturing agreement with Stevens Urethane, and (iii) the

Mr. David Lee BioSolar, Inc. October 5, 2012 Page 2

completion of all technical UL certifications necessary for the shipment of BioBlac ksheets to solar manufacturers. We also note that disclosure of these material developments was not included in the first two quarterly reports, or reported pursuant to Items 1.01 or 8.01 of Form 8 -K. Please advise. To the extent necessary, please include relevant disclosure in your future filings and file any material agreements as exhibits with your next periodic report .

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 the information the Securities Exchange Act of 1934 and all applica ble Exchange Act rules require. Since the compan y and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he dis closures they have made.

In responding to our comments, please provide a written statement from the com pany acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

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

You may contact Era Anagnosti at (202) 551 -3369 or Jay Ingram at (202) 551 -3397 if you have questions regarding these comments.

Sincerely,
/s/ John Cash

Show Raw Text
October 5, 2012

Via E -mail
Mr. David Lee
Chief Executive  Officer
BioSolar, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita , CA  91387

Re: BioSolar, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 20 11
 Filed  March 30, 2012
 File No. 333-138910

Dear Mr. Lee:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances please tell  us why in your response.

After reviewing the information you provide in response to these comments, we  may
have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 20 11

General

1. Throughout the filing we note disclosure that you are “developing a technology to
produce bio -based materials from renewable plant sources;” however, none of these
sources have  been identified in the filing.  With a view towards future disclosure, please
tell us what renewable plant sources you a re using in the development of your
technology.  In this regard, please also note the disclosure requirements of Item
101(h)(4)(v) of Regulation S -K related to disclosure of sources and availability of raw
materials.

2. We note that since March 15, 2012, the  company has posted in its website a number of
press releases announcing important development in the commercialization efforts o f the
BioBlacksheet technology.  In particular, we note (i) the sales agreement with Tomark
Industries, (ii) the manufacturing agreement with Stevens Urethane, and (iii) the

Mr. David Lee
BioSolar, Inc.
October 5, 2012
Page 2

 completion of all technical UL certifications necessary for the shipment of
BioBlac ksheets to solar manufacturers.   We also note that disclosure of these material
developments was not included in the first two  quarterly reports, or reported pursuant to
Items 1.01 or 8.01 of Form 8 -K.  Please advise.   To the extent necessary, please include
relevant disclosure in your future filings and file any material agreements as exhibits with
your next periodic report .

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 the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the compan y and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he dis closures they have made.

 In responding to our comments, please provide a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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

You may contact Era Anagnosti  at (202) 551 -3369  or Jay Ingram at (202) 551 -3397  if
you have questions regarding these comments.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

cc:   Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP