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SEC Company Response from NewHydrogen, Inc. (NEWH) (CIK 0001371128) (NEWH) — Oct 26, 2009

NewHydrogen, Inc. (NEWH) (CIK 0001371128)
Date: Oct. 26, 2009 · CIK: 0001371128 · Accession: 0001144204-09-054633

AI Filing Summary & Sentiment

File numbers found in text: 333-138910

Referenced dates: October 19, 2009

Date
Oct. 26, 2009
Author
Lee
Form
CORRESP
Company
NewHydrogen, Inc. (NEWH) (CIK 0001371128)

Letter

BIOSOLAR, INC.

Lost Canyon Road, Suite 202

Santa Clara, CA 91387

Tel: (661)251-0001

Fax: (661)251-0003

October 26, 2009

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

John Cash, Accounting Branch Chief

Dave Welcome, Staff Accountant

Tricia Armelin, Staff Accountant

Re:

BioSolar, Inc.

Form 10-KSB for Fiscal Year Ended December 31, 2008

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

File No. 333-138910

Ladies and Gentlemen:

The following addresses the comments of the reviewing staff of the Commission set forth in its letter dated October 19, 2009, relating to the periodic reports of BioSolar, Inc. (the “Company”). We respond as follows:

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 9A. Controls and Procedures, page 15

1.

We note your statement that "our relevant officers have made conclusions as to the effectiveness of our disclosure controls and procedures at the reasonable assurance level"; however, it does not appear that you have provided the appropriate conclusion. In this regard, please amend your Form 10-K to provide the conclusions of your principal executive officer and principal financial officer as to the effectiveness of your disclosure controls and procedures as required by Item 307 of Regulation S-K. We remind you that the entire "Item" being amended should be presented in your amendment to Form 10-K.

Response: We have revised to provide our management’s conclusion that our disclosure controls and procedures are effective. Please see Item 9A of the amended 10-K for the fiscal year ended December 31, 2008 filed on Edgar simultaneously herewith.

Exhibit 31 — Certification

2.

We note that in the first paragraph of your certification, you have not correctly identified the registrant. In this regard, please amend your Form 10-K to provide the name of your company in paragraph 1, as required by Item 601(b (31)(i) of Regulation S-K. Additionally, please omit the certifying individual's title in the introduction sentence of the certification, since the officer should sign the certificate in a personal capacity.

Response: We have revised to correctly identify the Company and to remove the title of David Lee. Please see Exhibit 31 to the amended 10-K for the fiscal year ended December 31, 2008 filed on Edgar simultaneously herewith.

Form 10-O for the Fiscal Quarter Ended March 31, 2009

Form 10-O for the Fiscal Quarter Ended June 30, 2009

Exhibit

3.

We note that in your section 302 certification:

·

the introduction sentence contains the certifying individual's title; however, this is not appropriate as the officer should sign the certificate in a personal capacity;

·

paragraphs 3, 4 and 5 reference the term" small business issuer" and should be replaced with the term "registrant"; and

·

you have omitted the required language in paragraph 4 and 4(b) referring to internal control over financial reporting.

In this regard, please amend your Form I0-Q for each of the fiscal quarters ended March 31, 2009 and June 30, 2009 to provide your certifications using the exact language as provided in Item 601(b)(31)(i) of Regulation S-K.

Response: We have revised Exhibit 31 in accordance with the Staff’s comment. Please see Exhibit 31 to the amended 10-Qs for the quarters ended March 31, 2009 and June 30, 2009 filed on Edgar simultaneously herewith.

The company acknowledges that:

·

the company is responsible for the adequacy and accuracy of the disclosure in its filings;

·

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.

Should you have any questions, please do not hesitate to contact the undersigned at (661) 251-0001.

Very
truly yours,
David
Lee

Show Raw Text
CORRESP
1
filename1.htm

    BIOSOLAR,
INC.

    27936
Lost Canyon Road, Suite 202

    Santa
Clara, CA 91387

    Tel:
(661)251-0001

    Fax:
(661)251-0003

    October
26, 2009

    Via
Edgar

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, NE

    Washington,
DC 20549

                    Attention:

                    John
      Cash, Accounting Branch Chief

                    Dave
      Welcome, Staff Accountant

                    Tricia
      Armelin, Staff Accountant

                  Re:

                  BioSolar,
      Inc.

                  Form
      10-KSB for Fiscal Year Ended December 31, 2008

                  Form
      10-Q for the Fiscal Quarter Ended March 31, 2009

                  Form
      10-Q for the Fiscal Quarter Ended June 30, 2009

                  File
      No. 333-138910

    Ladies
and Gentlemen:

    The
following addresses the comments of the reviewing staff of the Commission set
forth in its letter dated October 19, 2009, relating to the periodic reports of
BioSolar, Inc. (the “Company”). We respond as follows:

    Form 10-K for the Fiscal
Year Ended December 31, 2008

    Item 9A. Controls and
Procedures, page 15

              1.

              We
      note your statement that "our relevant officers have made conclusions as
      to the effectiveness of our disclosure controls and procedures at the
      reasonable assurance level"; however, it does
      not appear that you have provided the appropriate conclusion. In this
      regard, please amend your Form 10-K to provide the conclusions of your
      principal executive officer and principal financial officer as to the
      effectiveness of your disclosure controls and procedures as required by
      Item 307 of Regulation S-K. We remind you that the entire "Item" being
      amended should be presented in your amendment to Form
  10-K.

    Response:
We have revised to provide our management’s conclusion that our disclosure
controls and procedures are effective. Please see Item 9A of the amended 10-K
for the fiscal year ended December 31, 2008 filed on Edgar simultaneously
herewith.

    Exhibit 31 —
Certification

              2.

              We
      note that in the
      first paragraph of your certification, you have not correctly identified
      the registrant. In this regard, please amend your Form 10-K to provide the
      name of your company in paragraph 1, as required by Item 601(b (31)(i) of
      Regulation S-K. Additionally, please omit the certifying individual's
      title in the introduction sentence of the certification, since the officer
      should sign the certificate in a personal
  capacity.

    Response: We have revised to correctly
identify the Company and to remove the title of David Lee. Please see Exhibit 31
to the amended 10-K for the fiscal year ended December 31, 2008 filed on
Edgar simultaneously herewith.

      Form 10-O for the Fiscal
Quarter Ended March 31, 2009

      Form 10-O for the Fiscal
Quarter Ended June 30, 2009

      Exhibit
31

              3.

              We
      note that in your section 302
certification:

              ·

              the
      introduction sentence contains the certifying individual's title; however,
      this is not appropriate as the officer should sign the certificate in a
      personal capacity;

              ·

              paragraphs
      3, 4 and 5 reference the term" small business issuer" and should be
      replaced with the term "registrant";
and

              ·

              you
      have omitted the required language in paragraph 4 and 4(b) referring to
      internal control over financial
reporting.

    In this
regard, please amend your Form I0-Q for each of the fiscal quarters ended March
31, 2009 and June 30, 2009 to provide your certifications using the exact
language as provided in Item 601(b)(31)(i) of Regulation S-K.

    Response:
We have revised Exhibit 31 in accordance with the Staff’s comment. Please see
Exhibit 31 to the amended 10-Qs for the quarters ended March 31, 2009 and June
30, 2009 filed on Edgar simultaneously herewith.

    The
company acknowledges that:

              ·

              the
      company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

              ·

              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.

    Should
you have any questions, please do not hesitate to contact the undersigned at
(661) 251-0001.

                Very
      truly yours,

                David
      Lee

                Chief
      Executive Officer