SecProbe.io

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 NEWHYDROGEN,
INC.

 27936
Vista Canyon Blvd., Suite 202

 Santa
Clarita, CA 91387

 May
29, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 NewHydrogen,
 Inc.

 Registration
 Statement on Form S-1 (the "Registration Statement")

 File
 No. 333-287396

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, NewHydrogen, Inc. hereby respectfully requests acceleration of
the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00
PM Eastern Time, Friday, May 30, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 NewHydrogen,
 Inc.

 By:
 /s/
 Steven Hill

 Steven Hill

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

Steven Hill
Chief Executive Officer
NewHydrogen, Inc.
27936 Vista Canyon Blvd., Suite 202
Santa Clarita, CA 91387

 Re: NewHydrogen, Inc.
 Registration Statement on Form S-1
 Filed May 19, 2025
 File No. 333-287396
Dear Steven Hill:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Marcelle S. Balcombe, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 7, 2022
David Lee
Chief Executive Officer
NewHydrogen, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita, CA 91387
Re:NewHydrogen, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 000-54819
Dear Mr. Lee:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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NEWHYDROGEN,
INC.

27936
Lost Canyon Road, Suite 202

Santa
Clarita, CA 91387

May
20, 2022

Via
Edgar Correspondence

Division
of Corporate Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Dale Welcome and Anne McConnell

    Re:
    NewHydrogen,
    Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022

    File
    No. 000-54819

To
whom it may concern:

On
behalf of NewHydrogen, Inc. (the “Company”), please find below our response to the comment raised by the staff (the “Staff”)
of the Securities and Exchange Commission in its letter dated May 17, 2022 relating to the Company’s Form 10-K for the Fiscal Year
Ended December 31, 2021 filed March 31, 2022.

For
your convenience, the Staff’s comment has been restated and is followed by the Company’s response.

Form
10-K for the Fiscal Year Ended December 31, 2021

Report
of Independent Registered Public Accounting Firm, page F-1

    1.
    Please amend your Form 10-K to include a revised auditor’s report that addresses the following:

    ●
    Ensure
    the auditors’ report is dated as required by AS 3101.10(d) and Rule 2-02(a) of Regulation S-X; and

    ●
    Ensure
    the auditors’ report adequately describes how the critical audit matter was addressed in the audit and refers to the relevant
    financial statement disclosures that relate to the critical audit matter as required by AS 3101.14(c) and (d). In this regard, it
    appears stock compensation expense may relate to transactions in addition to stock options.

    We
    remind you that your amended filing should include updated certifications that are currently dated and refer to the Form 10-K/A.

RESPONSE:
The Company has amended its Form 10-K to include a revised auditor’s report that includes (i) the date as required by AS 3101.10(d)
and Rule 2-02(a) of Regulation S-X and (ii) a detailed description of how the critical audit matter was addressed in the audit and reference
to the relevant financial statements that relate to the critical audit matter as required by AS 3101.14(c) and (d).

Should
you have additional questions regarding the information contained herein, please contact our counsel, Marcelle Balcombe at (212) 930-9700
or mbalcombe@srf.law.

    Sincerely,

    /s/
    David Lee

    David
    Lee

    Chief
    Executive Officer

United States securities and exchange commission logo
May 17, 2022
David Lee
Chief Executive Officer
NewHydrogen, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita, CA 91387
Re:NewHydrogen, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 000-54819
Dear Mr. Lee:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Report of Independent Registered Public Accounting Firm, page F-1
1.Please amend your Form 10-K to include a revised auditor's report that addresses the
following:
•Ensure the auditors' report is dated as required by AS 3101.10(d) and Rule 2-02(a) of
Regulation S-X; and
•Ensure the auditors' report adequately describes how the critical audit matter was
addressed in the audit and refers to the relevant financial statement disclosures that
relate to the critical audit matter as required by AS 3101.14(c) and (d).  In this regard,
it appears stock compensation expense may relate to transactions in addition to stock
options.
We remind you that your amended filing should include updated certifications that are
currently dated and refer to the Form 10-K/A.

 FirstName LastNameDavid Lee
 Comapany NameNewHydrogen, Inc.
 May 17, 2022 Page 2
 FirstName LastName
David Lee
NewHydrogen, Inc.
May 17, 2022
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
March 23, 2021
David Lee
Chief Executive Officer
BioSolar, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita, California 91387
Re:BioSolar, Inc.
Form S-3
Filed March 16, 2021
File No. 333-254336
Dear Mr. Lee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ernest Greene at 202-551-3733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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    March 23, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    BioSolar, Inc.

    Form S-3

    Filed March 16, 2021

    File No. 333-254336

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced
Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m. Eastern Daylight Time, on March
25, 2021 or as soon thereafter as is practicable.

    Very truly yours,

    BIOSOLAR, INC.

    By:
    /s/ David Lee

    David Lee
Chief
Executive Officer

BioSolar, Inc., 27936 Lost Canyon Road, Suite 202,
Santa Clarita, CA 91387

Tel
(661) 251-0001 · Fax (661)
251-0003 · www.BioSolar.com

United States securities and exchange commission logo
February 2, 2021
David Lee
Chief Executive Officer
BioSolar Inc
279 Lost Canyon Road
Suite 202
Santa Clarita, CA 91387
Re:BioSolar Inc
Registration Statement on Form S-1
Filed January 29, 2021
File No. 333-252593
Dear Mr. Lee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kevin Stertzel at (202) 551-3723 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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February 3, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: BioSolar, Inc. (the “Company”)

Registration Statement on Form S-1

Filed January 29, 2021

File No. 333-252593

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced
Registration Statement referred to above be accelerated so that it will be declared effective at 9:00 am Eastern Daylight Time,
on February 5, 2021 or as soon thereafter as is practicable.

    Very truly yours,

    BIOSOLAR, INC.

    By:
    /s/ David Lee

    David Lee

    Chief Executive Officer

BioSolar, Inc., 27936 Lost Canyon Road,
Suite 202, Santa Clarita, CA 91387

Tel (661) 251-0001 ● Fax (661)
251-0003 ● www.BioSolar.com

October 16, 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, 2011
 Filed March 30, 2012
 File No. 333 -138910

Dear Mr. Lee :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all per sons 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 applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch C hief

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October 12, 2012

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:
John Cash

Era Anagnosti

Jay Ingram

Re:
Biosolar, Inc. (the “Company”)

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed March 30, 2012

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 5, 2012.  We respond to such comments as follows:

Form 10-K for the Fiscal Year Ended December 31, 2011

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 are 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.

Response: The renewable plant source that the Company currently uses is Nylon 11, which is derived from castor bean oil. The Company’s current supplier of this product is Arkema, Inc. The Company does not currently have an agreement with Arkema for the supply of Nylon 11 and there is currently no other known supplier of Nylon 11. If the Company is unable to obtain Nylon 11 for its products, it will seek alternative options which may include similar biobased materials such as Nylon 1010 for which there are many known suppliers. The Company will include this disclosure in its future filings.

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 of the BioBlacksheet technology.  In particular, we note (i) the sales agreement with Tomark Industries, (ii) the manufacturing agreement with Stevens Urethane, and (iii) the completion of all technical UL certifications necessary for the shipment of BioBlacksheets 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.

BioSolar, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387

Tel (661) 251-0001 · Fax (661) 251-0003 · www.BioSolar.com

1

Response: The Company will in the future disclose material developments in a current report on Form 8-K or in its quarterly or annual reports. The Company will include material agreements as exhibits with its quarterly report on Form 10-Q for the quarter ended September 30, 2012.

The Company acknowledges 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.

We trust that the foregoing addresses your comments. Should there be any additional questions, please contact the undersigned or our counsel, Marcelle S. Balcombe at Sichenzia Ross Friedman Ference LLP at (212) 930-9700.

Very truly yours,

/s/David Lee

David Lee

Chief Executive Officer

BioSolar, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387

Tel (661) 251-0001 · Fax (661) 251-0003 · www.BioSolar.com

2

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
November 6, 2009
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, 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

Dear Mr. Lee:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
If you have any further questions regarding our review of your filings, please direct them
to Dale Welcome, Staff Accountant, at (202) 551 -3865 or, in his absence,  to the undersigned at
(202) 551-3768.

 Sincerely,

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

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    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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
October 19, 2009
By U.S. Mail and Facsimile   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, 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

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

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

Mr. David Lee
BioSolar, Inc.  October 19, 2009 Page 2
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.
 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.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Form 10-Q 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 10-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.

* * *
 Please respond to these comments within 10 business days, or tell us when you
will provide us with a response.  Please provide us with a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please furnish your response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your 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 Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

Mr. David Lee
BioSolar, Inc.  October 19, 2009 Page 3     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
their 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
 If you have any questions regarding these comments, you may contact Dale
Welcome, Staff Accountant, at (202) 551- 3865, Tricia Armelin, Staff Accountant, at
(202) 551-3747 or, in their absence, to the undersigned at (202) 551-3768.
Sincerely,

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

July 28, 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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Bret Johnson, Staff Accountant, at (202) 551-3753 or, in his absence, to
the undersigned at (202) 551-3768.           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

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

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

CORRESP
1
filename1.htm

      Unassociated Document

    BioSolar,
      Inc.

    27936
      Lost Canyon Road, Suite 202

    Santa
      Clarita, California 91387

    February
      13, 2007

    VIA
      EDGAR

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549

            Attention:

              Jennifer
                Hardy, Branch Chief

                John
                  Cash, Accounting Branch Chief

                Matthew
                  Franker, Staff Attorney

                Tricia
                  Armelin, Staff
                  Accountant

            Re:

              BioSolar,
                Inc.

                Amendment
                  No. 3 to Registration Statement on Form SB-2

                Filed
                  February 9, 2007 (File No. 333-138910)

Ladies
      and Gentlemen:

    Pursuant
      to Rule 461 of the General Rules and Regulations under the Securities Act of
      1933, as amended (the “Act”), BioSolar,
      Inc.
      (the
“Company”) respectfully requests that the effective date of the registration
      statement referred to above be accelerated so that it will become effective
      at
      5:00 p.m., Eastern Time, on Tuesday February 13, 2007, or as soon thereafter
      as
      possible.

    We
      hereby
      acknowledge the following:

          ·

            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 relieve 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 declaration of effectiveness
              as a defense in any proceeding initiated by the Commission or any person
              under the federal securities laws of the United States.

             BioSolar,
              Inc.

            By:
            /s/ David
              Lee

              Name:
              David Lee

              Title:
                Chief Executive
                Officer

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

February 8, 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. 2 to Registrati on Statement on Form SB-2
Filed January 30, 2007
 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.

Fee Table

1. We reference note 3 to the fee table.  Please confirm to us that the number of
shares being registered includes only shares issued under the Subscription
Agreements dated May 26, 2006, and July 17, 2006.

Prospectus Summary, page 7
The Offering, page 7

2. We note statements under this headin g that “up to 25,000,000 shares of common
stock” were issued in the May 2006 tr ansaction, that “up to 128,557,777 shares”
are outstanding after the offering, and th at this latter amount was “issued and
outstanding” on November 13, 2006.  Please revise these sections, and throughout
your registration statement, to clarify wh ether the shares you are registering for
resale have been issued to the indivi duals and entities lis ted in your selling
stockholders table and to ensure consistent  disclosure throughout the document.

David Lee
BioSolar, Inc.
February 8, 2007 Page 2
Plan of Distribution, page 22

3. We note your statement that the “selling st ockholders cannot assure that all or any
of the shares offered in this prospectus will be issued to, or sold by, the selling
stockholders.”  This statement indicates that your private place ment may not have
been complete at the time your registra tion statement was initially filed.  Please
provide us with a detailed legal anal ysis that explains how your private
placements were exempt from registration under the Securities Act.  If any of the shares being registered for resale were  sold in the May and July Subscription
Agreements, but have not been issued, your  analysis should address each of the
conditions required by the staff’s private-investment, public-equity (PIPE)
position, as specified in paragraph 3S(b) to  the Securities Act S ections portion of
the March 1999 supplement to our Manua l of Publicly Av ailable Telephone
Interpretations.  Refer also to Sect ion A.51 of our 1997 Manual of Publicly
Available Telephone Interpretations.  We may have additional comments upon
review of your response.

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

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