Hypersolar, Inc. (Form: S-1/A, Received: 03/25/2010 12:37:14)

As filed with the Securities and Exchange Commission on March 25, 2010

Registration No. 333-164708

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM S-1/A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HYPERSOLAR, INC.

(Name of small business issuer in its charter)

Nevada	3674	26-4298300
(State or other Jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of Incorporation or Organization)	Classification Code Number)	Identification No.)

93-B Castilian Dr.

Santa Barbara, California 93117

(805) 968-0600

(Address and telephone number of principal executive offices and principal place of business)

Timothy Young

Chief Executive Officer

HyperSolar, Inc.

93-B Castilian Dr.

Santa Barbara, California 93117

(805) 968-0600

(Name, address and telephone number of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Flr.

New York, New York 10006

(212) 930-9700

(212) 930-9725 (fax)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

From time to time after this Registration Statement becomes effective.

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o ________

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o ________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o ________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		o		Accelerated filer		o
Non-accelerated filer		o (Do not check if a smaller reporting company)		Smaller reporting company		x

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED (1)		PROPOSED MAXIMUM OFFERING PRICE PER SHARE (2)		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE		AMOUNT OF REGISTRATION FEE

Common stock, $.001 par value		2,414,660	$	0.10	$	241,466	$	17.22	*

* Previously paid.

(1)	Includes shares of our common stock, par value $0.001 per share, issued to the selling stockholders prior to the date of this prospectus which may be offered pursuant to this registration statement.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(B) of the Securities Act of 1933, as amended, and computed pursuant to Rule 457 under the Securities Act. The selling stockholders will offer their shares at $0.10 per share. There is currently no established trading market in our common stock. The price of $0.10 is a fixed price at which the selling stockholders may sell their shares until the Company’s common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED MARCH 25, 2010

HYPERSOLAR, INC.

2,414,660 SHARES OF

COMMON STOCK

This prospectus relates to the resale by the selling stockholders of up to 2,414,660 shares of our common stock presently outstanding. The selling stockholders may be deemed underwriters of the shares of common stock, which they are offering. We will pay the expenses of registering these shares.

We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. We have paid the expenses of preparing this prospectus and the related registration expenses.

There is no public market for our securities. On or about the date of this prospectus, we intend to have our common stock quoted for trading on the FINRA OTC Bulletin Board. There can be no assurance that our common stock will ever be quoted on a quotation service or a stock exchange or that any market for our securities will develop.

The selling stockholders will sell shares from time to time at a fixed price equal $0.10 per share. If our shares become quoted on the Over-The-Counter Bulletin Board, sales will be made at prevailing market prices or privately negotiated prices.

INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS"

BEGINNING ON PAGE 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________________.

The information in this Prospectus is not complete and may be changed. This Prospectus is included in the Registration Statement that was filed HyperSolar, Inc. with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		5
Prospectus Summary		6
The Offering		7
Risk Factors		8
Use Of Proceeds		11
Selling Stockholders		14
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations		18
Business		21
Description Of Property		23
Legal Proceedings		23
Market for Common Stock and related Shareholder Mattters		23
Directors, Executive Officers, Promoters and Control Persons		24
Executive Compensation		26
Certain Relationships And Related Transactions		27
Security Ownership Of Certain Beneficial Owners And Management		27
Description Of Securities		27
Commission’s Position On Indemnification For Securities Act Liabilities		28
Plan Of Distribution		28
Legal Matters		30
Experts		30
Available Information		30
Index to Financial Statements		F-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement contain forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events.

In some cases, you can identify forward-looking statements by words such as "may," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements.

HYPERSOLAR, INC.

Overview

We are developing a solar concentrator technology to increase the power output of solar cells. We are currently working on, but have not completed a working prototype of our technology. Based on micro-photonics and existing manufacturing processes, we are developing a thin and flat solar concentrator that management believes can deliver substantially more sunlight onto solar cells. We believe this new approach allows solar cells to produce multiple times more power. The thin and flat nature of this solar concentrator is intended to allow it to be placed as a layer directly on the surface of solar cells in conventional photovoltaic flat panel designs. With HyperSolar as the top layer, management believes solar manufacturers can use significantly fewer solar cells in the production of solar panels, thereby reducing the cost per watt of solar electricity.

By providing photovoltaic manufacturers with a way to lower the cost per watt of solar panels, we believe our technology will help solar become a cost-effective source of clean, renewable energy to power the future needs of the world.

We began operating our business in February 2009, and have not generated any revenues. Since inception, we have been primarily involved in research and development activities associated with filing of patent applications, designing and fabricating a working prototype. When we have completed a commercial product design based on our technology, we intend to use licensing and partnering strategies to enter the market.

Organizational History

We were incorporated in the State of Nevada on February 18, 2009. Our authorized capital was increased from 75,000,000 to 505,000,000 on September 11, 2009. Effective also on September 11, 2009, we implemented a forward stock split in a ratio of 20 for 1. Currently, after giving effect to the forward split, there are 126,369,000 shares of common stock issued and outstanding.

Our executive offices are located at 93-B Castilian Dr., Santa Barbara, CA 93117. Our telephone number is (805) 968-0600. Our fiscal year end is June 30.

THE OFFERING

Common stock offered by selling stockholders		2,414,660 shares. The shares offered by the selling stockholders pursuant to this prospectus represent approximately 1.9 % of the total number of shares of common stock outstanding .

Common stock to be outstanding after the offering		126,369,000 shares

Risk Factors		The shares involve a high degree of risk. Investors should carefully consider the information set forth under “RISK FACTORS” beginning on page 8.

Use of proceeds		We will not receive any proceeds from the sale of our common stock offered through this prospectus by the selling stockholders. All proceeds from the sale of our common stock sold under this Prospectus will go to the selling stockholders.

The above information regarding common stock to be outstanding after the offering is based on 126,369,000 shares of common stock outstanding as of March 24, 2010 which includes the shares being offered by the selling stockholders in this prospectus. The per share price for the outstanding common stock of the Company is an average of $0..010226.

RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

OUR LIMITED OPERATING HISTORY DOES NOT AFFORD INVESTORS A SUFFICIENT HISTORY ON WHICH TO BASE AN INVESTMENT DECISION.

We were formed in February 2009 and are currently developing a new technology that has not yet gained market acceptance. We are currently working on, but have not completed a working prototype of our technology. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

·	competition;

·	need for acceptance of products;

·	ability to continue to develop and extend brand identity;

·	ability to anticipate and adapt to a competitive market;

·	ability to effectively manage rapidly expanding operations;

·	amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and

·	dependence upon key personnel.

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected and we may have to curtail our business.

WE WILL NEED ADDITIONAL FINANCING TO EXECUTE OUR BUSINESS PLAN AND FUND OPERATIONS, WHICH ADDITIONAL FINANCING MAY NOT BE AVAILABLE ON REASONABLE TERMS OR AT ALL.

Although we recently raised an aggregate of $1,132,160 million in a private placement, our ultimate success may depend upon our ability to raise additional capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We believe our current cash balance of $625,331 will be sufficient to fund our operations for the next twelve months as we develop a working prototype of our technology. However, there may be unforeseen operational issues such as multiple rounds of design and redesign of the prototype that may exceed our current projected budget.

We may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the renewable energy industry, and the fact that we are not profitable and have not had revenues, which could impact the availability or cost of future financings. The stability of the capital markets for the emerging renewable energy industry is very difficult to predict and depends on many factors such as government subsidies for renewable energy, global financial stability, and general debt and equity markets. Therefore, there is no assurance that capital markets will be in a favorable condition when we need to raise additional funds to continue operations. If the amount of capital we are able to raise from financing activities is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

WE MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION STRATEGY.

We may not be able to develop our product and service offerings or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES AND MAY REQUIRE US TO CURTAIL OR CEASE OPERATIONS.

We are currently developing a working prototype of our technology. We have not generated any revenues and we are unable to project when we will achieve profitability, if at all. As is the case with any new technology, we expect the development process to continue. We cannot assure that our engineering resources will be able to develop the product fast enough to meet market requirements. We can also not assure that our product will gain market acceptance and that we will be able to successfully commercialize our technology. The failure to successfully develop and commercialize our technology would result in continued losses and may require us to curtail or cease operations.

OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET; THE FAILURE OF WHICH WOULD CAUSE US TO CURTAIL OR CEASE OPERATIONS.

We believe that virtually all of our revenues will come from the sale or license of our products. As a result, we will continue to incur substantial operating losses until such time as we are able to develop our product and generate revenues from the sale or license of our products. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for or license our products. Our technology and product, when fully developed, may not gain market acceptance due to various factors such as not enough cost savings between our solar concentrator and the solar cells it replaces, and difficulty in adapting our technology in future solar panel manufacturing processes. In the event that we are not able to significantly increase the number of customers that purchase or license our products, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.

THE REDUCTION OR ELIMINATION OF GOVERNMENT SUBSIDIES AND ECONOMIC INCENTIVES FOR ON-GRID SOLAR ELECTRICITY APPLICATIONS COULD REDUCE DEMAND FOR OUR SOLAR MODULES, LEAD TO A REDUCTION IN OUR NET SALES AND HARM OUR OPERATING RESULTS .

The reduction, elimination or expiration of government subsidies and economic incentives for solar electricity could result in the diminished competitiveness of solar energy relative to conventional and non-solar renewable sources of energy, which would negatively affect the growth of the solar energy industry overall and our net sales specifically. We believe that the near-term growth of the market for on-grid applications, where solar energy is used to supplement the electricity a consumer purchases from the utility network, depends significantly on the availability and size of government and economic incentives. Currently the cost of solar electricity substantially exceeds the retail price of electricity in every significant market in the world. As a result, federal, state and local governmental bodies in many countries have provided subsidies in the form of tariffs, rebates, tax write-offs and other incentives to end-users, distributors, systems integrators and manufacturers of photovoltaic products. Many of these government incentives could expire, phase-out over time, exhaust the allocated funding or require renewal by the applicable authority. A reduction, elimination or expiration of government subsidies and economic incentives for solar electricity could result in the diminished competitiveness of solar energy, which would in turn hurt our sales and financial condition. We currently do not receive and do not rely on government subsidies and economic incentives for our operations. However, reduction or elimination of government subsidies and economic incentives may affect the operations of our prospective licensees and customers, which would in turn affect the demand for our technology. If there is insufficient demand for products using our technology our revenue prospects will be significantly diminished and we may be forced to curtail our business.

TECHNOLOGICAL CHANGES IN THE SOLAR POWER INDUSTRY COULD RENDER OUR FUTURE SOLAR POWER PRODUCTS UNCOMPETITIVE OR OBSOLETE, WHICH COULD REDUCE OUR MARKET SHARE AND CAUSE OUR REVENUES TO DECLINE.

The solar power market is characterized by continually changing technology requiring improved features, such as increased efficiency, higher power output and lower price. Our failure to further refine our technology and develop and introduce new solar power products could cause our products to become uncompetitive or obsolete, which could reduce our market share. The solar power industry is rapidly evolving and competitive. We will need to invest significant financial resources in research and development to keep pace with technological advances in the solar power industry and to effectively compete in the future. A variety of competing solar power technologies are under development by other companies that could result in lower manufacturing costs or higher product performance than those expected for our solar power products. Our development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for the commercialization of solar power products.

IF SOLAR POWER TECHNOLOGY IS NOT SUITABLE FOR WIDESPREAD ADOPTION OR SUFFICIENT DEMAND FOR SOLAR POWER PRODUCTS DOES NOT DEVELOP OR TAKES LONGER TO DEVELOP THAN WE ANTICIPATE, OUR REVENUES WOULD NOT SIGNIFICANTLY INCREASE AND WE WOULD BE UNABLE TO ACHIEVE OR SUSTAIN PROFITABILITY.

The market for solar power products is emerging and rapidly evolving, and its future success is uncertain. If solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop sufficiently, we would be unable to generate enough revenues to achieve and sustain profitability. In addition, demand for solar power products in the markets and geographic regions we target may not develop or may develop more slowly than we anticipate. Many factors will influence the widespread adoption of solar power technology and demand for solar power products, including:


•	cost-effectiveness of solar power technologies as compared with conventional and non-solar alternative energy technologies;
•	performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;
•	success of alternative distributed generation technologies such as fuel cells, wind power and micro turbines;
•	fluctuations in economic and market conditions that impact the viability of conventional and non-solar alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels;
•	capital expenditures by customers that tend to decrease when the United States or global economy slows;
•	continued deregulation of the electric power industry and broader energy industry; and
•	availability of government subsidies and incentives.

WE FACE INTENSE COMPETITION, AND MANY OF OUR COMPETITORS HAVE SUBSTANTIALLY GREATER RESOURCES THAN WE DO.

We operate in a competitive environment that is characterized by price fluctuation and technological change. We will compete with major international and domestic companies. Some of our current and future potential competitors may have greater market recognition and customer bases, longer operating histories and substantially greater financial, technical, marketing, distribution, purchasing, manufacturing, personnel and other resources than we do. In addition, competitors may be developing similar technologies with a cost similar to, or lower than, our projected costs. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources to the development, promotion and sales of solar and solar-related products than we can.

Our business plan relies on sales of our solar power products and our competitors with more diversified product offerings may be better positioned to withstand a decline in the demand for solar power products. It is possible that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share.

BECAUSE OUR INDUSTRY IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY, WE MAY LOSE MARKET SHARE TO LARGER COMPANIES THAT ARE BETTER EQUIPPED TO WEATHER A DETERIORATION IN MARKET CONDITIONS DUE TO INCREASED COMPETITION.

Our industry is highly competitive and fragmented, subject to rapid change and has low barriers to entry. We may in the future compete for potential customers with solar and heating companies and other providers of solar power equipment or electric power. Some of these competitors may have significantly greater financial, technical and marketing resources and greater name recognition than we have.

We believe that our ability to compete depends in part on a number of factors outside of our control, including:


•	the ability of our competitors to hire, retain and motivate qualified personnel;
•	the ownership by competitors of proprietary tools to customize systems to the needs of a particular customer;
•	the price at which others offer comparable services and equipment;
•	the extent of our competitors’ responsiveness to customer needs; and
•	installation technology.

Competition in the solar power services industry may increase in the future, partly due to low barriers to entry, as well as from other alternative energy resources now in existence or developed in the future. Increased competition could result in price reductions, reduced margins or loss of market share and greater competition for qualified personnel. There can be no assurance that we will be able to compete successfully against current and future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions, our business and results of operations would be adversely affected.

WE MAY BE VULNERABLE TO THE EFFORTS OF ELECTRIC UTILITY COMPANIES LOBBYING TO PROTECT THEIR REVENUE STREAMS AM/FROM COMPETITION FROM SOLAR POWER SYSTEMS.

Electric utility companies could lobby for a change in the relevant legislation in their markets to protect their current revenue streams. Any adverse changes to the regulations and policies of the solar energy industry could deter end-user purchases of solar power products and investment in the research and development of solar power technology. In addition, electricity generated by solar power systems mostly competes with expensive peak hour electricity, rather than the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities such as flat rate pricing, would require solar power systems to achieve lower prices in order to compete with the price of electricity. Any changes to government regulations or utility policies that favor electric utility companies could reduce our competitiveness and cause a significant reduction in demand for our products.

A DROP IN THE RETAIL PRICE OF CONVENTIONAL ENERGY OR NON-SOLAR ALTERNATIVE ENERGY SOURCES MAY NEGATIVELY IMPACT OUR PROFITABILITY.

We believe that a customer’s decision to purchase or install solar power capabilities is primarily driven by the cost of electricity from other sources and their anticipated return on investment resulting from solar power systems. Fluctuations in economic and market conditions that impact the prices of conventional and non-solar alternative energy sources, such as decreases in the prices of oil and other fossil fuels, could cause the demand for solar power systems to decline, which would have a negative impact on our profitability. Changes in utility electric rates or net metering policies could also have a negative effect on our business.

OUR BUSINESS DEPENDS ON PROPRIETARY TECHNOLOGY THAT WE MAY NOT BE ABLE TO PROTECT AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

Our success will depend, in part, on our technology’s commercial viability and on the strength of our intellectual property rights. The technology is not patented and the only intellectual property rights that exist at present, if any, are trade secret rights. However, trade secrets are difficult to protect and others could independently develop substantially equivalent technology, otherwise gain access to trade secrets relating to the technology, Accordingly, we may not be able to protect the rights to our trade secrets. In addition, any agreements we enter into with our employees, consultants, advisors, customers and strategic partners will contain restrictions on the disclosure and use of trade secrets, inventions and confidential information relating to the technology may not provide meaningful protection in the event of unauthorized use or disclosure.

We recently filed a U.S. patent application to protect the intellectual property rights for “Thin and Flat Solar Collector-Concentrator and Method of Fabrication”. It could take several years for the application to be processed. However, patent protection may not be obtainable for the technology whether in the U.S. or internationally. Alternatively, any protection that is obtained may not be broad enough to be effective and of value, or it may not withstand challenges as to validity and enforceability.

Third parties may assert that the technology, or the products we or our customers or partners commercialize using the technology, infringes upon their proprietary rights. We have yet to complete an infringement analysis and, even if such an analysis were available at the current time, it is virtually impossible for us to be certain that no infringement exists, particularly in our case where our products have not yet been fully developed.

We may need to acquire additional licenses from third parties in order to avoid infringement. Any required license may not be available to us on acceptable terms, or at all.

We could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s intellectual property rights as well as in enforcing our rights against others, and if we are found to infringe, the manufacture, sale and use of our or our customers’ or partners’ products could be enjoined. Any claims against us, with or without merit, would likely be time-consuming, requiring our management team to dedicate substantial time to addressing the issues presented. Furthermore, the parties bringing claims may have greater resources than we do.

WE DO NOT MAINTAIN THEFT OR CASUALTY INSURANCE, AND ONLY MAINTAIN MODEST LIABILITY AND PROPERTY INSURANCE COVERAGE AND THEREFORE WE COULD INCUR LOSSES AS A RESULT OF AN UNINSURED LOSS.

We do not maintain theft, casualty insurance, liability or property insurance coverage. We cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured or insured loss or liability could have a material adverse affect on our results of operations.

IF WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL, OUR BUSINESS COULD SUFFER.

Our success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our management, including Timothy Young, our President and CEO and Dr. Nadir Dagli and Dr. Ronald Petkie, the inventors of our technology. The loss of the services of any of these persons could have a material adverse effect on our operations. Our officers are employed on “at will” basis. Accordingly, there can be no assurance that they will remain associated with us. Our management’s efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development stage company to a company with commercialized products and services. If we were to lose Mr. Young, Dr. Dagli or Dr. Petkie, or any other key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

THE LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT AND RESULT IN A MATERIAL ADVERSE EFFECT CAUSING THE BUSINESS TO SUFFER.

We currently do not have and are not actively seeking any strategic relationships with technology development partners. However, we may rely on strategic relationships with technology development partners to provide technology in the future. A loss of these relationships for any reason could cause us to experience difficulties in completing the development of our product and implementing our business strategy. There can be no assurance that we could establish other relationships of adequate expertise in a timely manner or at all.

THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our independent public accounting firm in their report dated January 20, 2010, included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. As a result, our financial statements do not reflect any adjustment which would result from our failure to continue to operate as a going concern. Any such adjustment, if necessary, would materially affect the value of our assets

RISKS RELATING TO OUR COMMON STOCK

THE OFFERING PRICE HAS BEEN ARBITRARILY DETERMINED.

The offering price of the Shares has been determined arbitrarily by the Company. It does not necessarily bear any relationship to the Company’s assets value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Shares. In addition, investors in this Offering will sustain immediate substantial dilution per share based upon net tangible book value per share.

INSIDERS HAVE SUBSTANTIAL CONTROL OVER THE COMPANY.

Our principal shareholders, officers and directors beneficially owned as of March 24, 2010 in the aggregate, approximately 81,279,600 shares of our outstanding common stock, which constitutes approximately 64.3% of our outstanding shares.

As a result, these stockholders acting together, have the ability to control substantially all matters submitted to the Company's stockholders for approval, including:

	·	election of its board of directors;
	·	removal of any of its directors;

	·	amendment of its certificate of incorporation or bylaws; and
	·	adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

In addition, sales of significant amounts of shares held by our principal stockholders, directors and executive officers, or the prospect of these sales, could adversely affect the market price of our common stock. Their stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce our stock price or prevent its stockholders from realizing a premium over its stock price.

THERE ARE RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES.

Until registered for resale, investors must bear the economic risk of an investment in the Shares, for an indefinite period of time. Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. In addition, the investors have agreed not to sell any of the shares purchased by the investors that are not included in a registration statement for a period of one year through the first anniversary of the effective date of this registration statement of which this prospectus forms a part. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability.

LIQUIDITY OF SHARES OF OUR COMMON STOCK IS LIMITED.

Our shares are not and have not been listed or quoted on any exchange or quotation system. We have arranged for a market maker to apply to have our common stock quoted on the OTC Bulletin Board on or about the effective time of the registration statement of which this prospectus forms a part. There can be no assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, investors may be unable to liquidate their investment. Even if a market for our common stock does develop, the market price of our common stock may continue to be highly volatile.

SHOULD OUR STOCK BECOME QUOTED ON THE OTC BULLETIN BOARD, IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO TRADE OUR SECURITIES IN THE SECONDARY MARKET.

Securities traded on the OTC Bulletin Board must be registered with the Securities and Exchange Commission and the issuer must be current with its filings pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933, as amended, in order to maintain price quotation privileges on the OTC Bulletin Board. If our common stock becomes quoted on the OTC Bulletin Board, but we fail to remain current in our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market.

OUR COMMON STOCK COULD BE SUBJECT TO EXTREME VOLATILITY.

The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in this prospectus, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock and wide bid-ask spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our stock.

THERE IS A LARGE NUMBER OF AUTHORIZED BUT UNISSUED SHARES OF CAPITAL STOCK AVAILABLE FOR ISSUANCE, WHICH MAY RESULT IN SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS.

Our Certificate of Incorporation authorizes the issuance of up to 500,000,000 shares of common stock, par value $0.001 and 5,000,000 shares of preferred stock, par value $0.001, of which 126,369,000 shares of common stock and 0 shares of preferred stock are currently outstanding. Our Board of Directors has the ability to authorize the issuance of 373,631,000 shares of common stock and 5,000,000 shares of preferred stock without shareholder approval. Any such issuance will result in substantial dilution to existing shareholders. In addition, the availability of such a large number of capital stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

WE HAVE NEVER PAID COMMON STOCK DIVIDENDS AND HAVE NO PLANS TO PAY DIVIDENDS IN THE FUTURE, AS A RESULT OUR COMMON STOCK MAY BE LESS VALUABLE BECAUSE A RETURN ON AN INVESTOR’S INVESTMENT WILL ONLY OCCUR IF OUR STOCK PRICE APPRECIATES.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. There can be no assurance that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

OUR COMMON STOCK IS SUBJECT TO “PENNY STOCK” RULES OF THE SECURITIES AND EXCHANGE COMMISSION, WHICH MAY MAKE IT MORE DIFFICULT FOR STOCKHOLDERS TO SELL OUR COMMON STOCK.

Our common stock is subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on a national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited, which may make it more difficult for our shareholders to dispose of our securities.

WE MAY NEED ADDITIONAL CAPITAL, AND THE SALE OF ADDITIONAL SHARES OR OTHER EQUITY SECURITIES COULD RESULT IN ADDITIONAL DILUTION TO OUR STOCKHOLDERS.

If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. Financing may not be available in amounts and on terms acceptable to us, or at all. In addition, the successful execution of our business plan requires significant cash resources, including cash for investments and acquisition. Changes in business conditions and future developments could also increase our cash requirements. To the extent we are unable to obtain external financing, we will not be able to execute our business plan effectively. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. Any transfer taxes payable on these shares and any commissions and discounts payable to underwriters, agents, brokers or dealers will be paid by the selling stockholder.

Transaction Being Registered In This Prospectus

In February, 2010, we completed a private placement of $1,132,160 shares of our common stock, or a total of 11,321,600 shares at a price of $0.10 per share (the “Offering”). The Offering was made to 95 accredited investors. Pursuant to the terms of the Subscription Agreement with the investors in the Offering, we granted piggy-back registration rights to the investors to register the first 15,000 shares purchased plus 10% of all shares purchased thereafter. Accordingly, we are registering 2,414,660 shares sold to the investors in the private placement in this Registration Statement of which this prospectus forms a part.

Pursuant to the terms of the Subscription Agreement, the investors agreed not to sell any of the shares purchased by the investors that are not included in a registration statement for a period of one year through the first anniversary of the effective date of this Registration Statement of which this prospectus forms a part.

We claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Regulation D promulgated under the Act since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of common stock by the selling stockholders, which we previously issued to the selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders. Assuming all the shares registered below are sold by the selling stockholders, none of the selling stockholders will continue to own any shares of our common stock. Any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering. We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated, unless otherwise indicated. No selling shareholders are broker-dealers or affiliates of broker-dealers. Further, none of the selling stockholders have held any position, office or other material relationship with the Company or any of the Company’s predecessors or affiliates within the past three years.

The following table also sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered. The percentage of shares owned after the offering is based upon 126,369,000 shares issued and outstanding as of March 24, 2010.

Stockholder Name	Number of Shares beneficially owned prior to the Offering		Percentage of Shares owned before the Offering			Number of shares offered pursuant to this Prospectus		Number of Shares owned after the Offering (1)		Percentage of Shares owned after the Offering
Alan W. Weiner		60,000		0.05	%		19,500		40,500		0.03	%
Andrew D. Berk		40,000		0.03	%		17,500		22,500		0.02	%
Andrew Goldsmith		500,000		0.40	%		63,500		436,500		0.35	%
Anhua Chin		50,000		0.04	%		18,500		31,500		0.02	%
Arthur Altounian and Kelli Altounian		50,000		0.04	%		18,500		31,500		0.02	%
Ashkan Namdaran		17,500		0.01	%		15,250		2,250		0.00	%
Blair Capital Inc. (2)		1,500,000		1.19	%		163,500		1,336,500		1.06	%
Brandon Chabner as Trustee for The Chabner Family Trust 12-11-2001		15,000		0.01	%		15,000		0		0.00	%
Brent Denlinger		25,000		0.02	%		16,000		9,000		0.01	%
Brett J. Cohen		15,000		0.01	%		15,000		0		0.00	%
Brian Ward		400,000		0.32	%		53,500		346,500		0.27	%
Bruce E. King		100,000		0.08	%		23,500		76,500		0.06	%
Bryan Tashjian		100,000		0.08	%		23,500		76,500		0.06	%
Byron and Linda Elton		15,000		0.01	%		15,000		0		0.00	%
Calvin M. Wong		20,000		0.02	%		15,500		4,500		0.00	%
Chuck K. Lew		15,000		0.01	%		15,000		0		0.00	%
Colin Miyajima		20,000		0.02	%		15,500		4,500		0.00	%
Craig Gutjahr		50,000		0.04	%		18,500		31,500		0.02	%
David Ludwig, Brandon Rule, Phillip Chang as Tenants-in-Common		30,000		0.02	%		16,500		13,500		0.01	%
Dawn M Stroupe		100,000		0.08	%		23,500		76,500		0.06	%
Deamin, Inc. (3)		100,000		0.08	%		23,500		76,500		0.06	%
Demetri Agryropoulos		250,000		0.20	%		38,500		211,500		0.17	%
Denise Cheng		15,000		0.01	%		15,000		0		0.00	%
Derek Johansen and Susan McConnell		50,000		0.04	%		18,500		31,500		0.02	%
Erik Brandin		100,000		0.08	%		23,500		76,500		0.06	%
Eugene G. Laufenberg		120,000		0.09	%		25,500		94,500		0.07	%
Evan S. Rubin		50,000		0.04	%		18,500		31,500		0.02	%
Foland Financial, Inc. (5)		25,000		0.02	%		16,000		9,000		0.01	%
Frank Alfieri		15,000		0.01	%		15,000		0		0.00	%
Frank Donatelli		20,000		0.02	%		15,500		4,500		0.00	%
Frank Lanore		15,000		0.01	%		15,000		0		0.00	%
Fred Stefany		50,000		0.04	%		18,500		31,500		0.02	%
Gary R. Wallace		500,000		0.40	%		63,500		436,500		0.35	%
Gary S. Wien		150,000		0.12	%		28,500		121,500		0.10	%
Gecco Consulting, LLC (6)		50,000		0.04	%		18,500		31,500		0.02	%
Gecco Consulting, LLC (7)		194,100		0.15	%		32,910		161,190		0.13	%
George B. Davis		100,000		0.08	%		23,500		76,500		0.06	%
Holly Williams		50,000		0.04	%		18,500		31,500		0.02	%
Invest West Financial II, LLC		750,000		0.59	%		88,500		661,500		0.52	%
Jason C. Lew		15,000		0.01	%		15,000		0		0.00	%
Jason Ludwig		20,000		0.02	%		15,500		4,500		0.00	%
Jason M. Dunster		30,000		0.02	%		16,500		13,500		0.01	%
Jason M. Gustafson		99,000		0.08	%		23,400		75,600		0.06	%
Jeff Morreale		50,000		0.04	%		18,500		31,500		0.02	%
Jennifer Cheng		15,000		0.01	%		15,000		0		0.00	%
Jeremy Roll		15,000		0.01	%		15,000		0		0.00	%

John Brent Kuykendall	20,000	0.02	%	15,500	4,500	0.00	%
John D. Lund and Christina E. Lund Revocable Living Trust dated June 23, 1998	500,000	0.40	%	63,500	436,500	0.35	%
John Hui	100,000	0.08	%	23,500	76,500	0.06	%
John J. Ryan and Mary B. Ryan	50,000	0.04	%	18,500	31,500	0.02	%
Joseph and Angela Ippolito	100,000	0.08	%	23,500	76,500	0.06	%
Joseph P. Sienicki and Nancy J. Sienicki	15,000	0.01	%	15,000	0	0.00	%
Joseph Sachen III	50,000	0.04	%	18,500	31,500	0.02	%
Joshua Smith & Emily Zachary Smith	50,000	0.04	%	18,500	31,500	0.02	%
Joshua Smith & Emily Zachary Smith	50,000	0.04	%	18,500	31,500	0.02	%
Karen Rogers	15,000	0.01	%	15,000	0	0.00	%
Kari Negri	15,000	0.01	%	15,000	0	0.00	%
Kathryn Bailey	15,000	0.01	%	15,000	0	0.00	%
Kathy Aaronson	15,000	0.01	%	15,000	0	0.00	%
Ken Yao	50,000	0.04	%	18,500	31,500	0.02	%
Kenneth M Nepove	1,000,000	0.79	%	113,500	886,500	0.70	%
Kent Wheeler	30,000	0.02	%	16,500	13,500	0.01	%
Kyubyung Kwon	20,000	0.02	%	15,500	4,500	0.00	%
Lloyd Sax	15,000	0.01	%	15,000	0	0.00	%
Lou Routbard	500,000	0.40	%	63,500	436,500	0.35	%
Merrill Lynch Pierce Fenner & Smith, Inc. FBO Paul S. Tanzman IRA	250,000	0.20	%	38,500	211,500	0.17	%
Merrill Lynch Pierce Fenner & Smith, Inc. FBO Paul S. Tanzman IRRA	250,000	0.20	%	38,500	211,500	0.17	%
Michael Donatelli	16,000	0.01	%	15,100	900	0.00	%
Michael Solomon and Naomi Lieberman	50,000	0.04	%	18,500	31,500	0.02	%
Mitchell R. Farmer	15,000	0.01	%	15,000	0	0.00	%
Neil and Laura Jane Boushell	100,000	0.08	%	23,500	76,500	0.06	%
Neil S. Sullivan	100,000	0.08	%	23,500	76,500	0.06	%
Nicholas Vigorito and Maria Nawrocki	15,000	0.01	%	15,000	0	0.00	%
Oppenheimer & Co. Inc. FBO Robert R. Shefik RLVR IRA	150,000	0.12	%	28,500	121,500	0.10	%
Paula Stefany	50,000	0.04	%	18,500	31,500	0.02	%
Peter Lombardi	15,000	0.01	%	15,000	0	0.00	%
Portofino Capital Inc. (8)	100,000	0.08	%	23,500	76,500	0.06	%
PTC Cust IRA FBO Eric M. Campbell	300,000	0.24	%	43,500	256,500	0.20	%
Reid Harrison	120,000	0.09	%	25,500	94,500	0.07	%
Robert Lombardi and Lorraine Lombardi JTWR0S	15,000	0.01	%	15,000	0	0.00	%
Robert R. Shefik	250,000	0.20	%	38,500	211,500	0.17	%
Roger R. Rittenhouse	100,000	0.08	%	23,500	76,500	0.06	%
Ronald D. and Barbara A. Hejnal	60,000	0.05	%	19,500	40,500	0.03	%
Scott Lassers	15,000	0.01	%	15,000	0	0.00	%
Scott Lewis and Kelly Lewis	200,000	0.16	%	33,500	166,500	0.13	%
Shirley B. Lyon	50,000	0.04	%	18,500	31,500	0.02	%
Sidney and Annette Ludwig	20,000	0.02	%	15,500	4,500	0.00	%
Simone Rayden	300,000	0.24	%	43,500	256,500	0.20	%
Steven Friedland	25,000	0.02	%	16,000	9,000	0.01	%
Susan J. Sung	20,000	0.02	%	15,500	4,500	0.00	%

Tanner Jon Elton	15,000	0.01	%	15,000	0	0.00	%
Thomas Zachary	25,000	0.02	%	16,000	9,000	0.01	%
Tyler Banks	15,000	0.01	%	15,000	0	0.00	%
Varin Udompanyanan	50,000	0.04	%	18,500	31,500	0.02	%
William Egan	50,000	0.04	%	18,500	31,500	0.02	%
Total	11,321,600			2,414,660	8,906,940

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days.

(1)	Assumes that all securities will be sold.

(2)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934,Neil S. Sullivan may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.

(3)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Dean Minerd may be deemed a control person of the shares owned by such entity, with final voting and investment control over such shares.

(4)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Neil S. Sullivan may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.

(5)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Ryan Foland may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.

(6)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934,Wayne Irving may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.

(7)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Wayne Irving may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.

(8)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Neil S. Sullivan may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.

(9)	In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Karen M. Graham may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

·	discuss our future expectations;

·	contain projections of our future results of operations or of our financial condition; and

·	state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

OVERVIEW

We began operating our business in February 2009, and have not generated any revenues. Since inception, we have been primarily involved in research and development activities associated with the filing of patent applications, design and fabrication of a working prototype. When we have completed a commercial product design based on our technology, we intend to use licensing and partnering strategies to enter the market.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Revenue Recognition

Revenue on product sales is recognized when persuasive evidence of an arrangement exists, such as when a purchase order or contract is received from the customer, the selling price is fixed, title to the goods has changed and there is a reasonable assurance of collection of the sales proceeds. We obtain written purchase authorizations from our customers for a specified amount of product at a specified price and consider delivery to have occurred at the time of shipment. Revenue is recognized at shipment and we record a reserve for estimated sales returns, which is reflected as a reduction of revenue at the time of revenue recognition.

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectibility of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Fair Value of Financial Instruments

The Company's cash, accounts payable, accrued interest, and note payable are stated at cost which approximates fair value due to the short-term nature of these instruments.

Recently Issued Accounting Pronouncements

The Company has adopted the accounting pronouncement for subsequent events, which establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. This guidance applies to interim or annual periods ending after June 15, 2009. The adoption of this guidance did not have a material effect on the Company's financial statements.

In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSPs, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of December 31, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within the financial statements.

In August 2009, the FASB issued guidance under Accounting Standards Update (“ASU”) No. 2009-05, “Measuring Liabilities at Fair Value”. This guidance clarifies how the fair value a liability should be determined. This guidance is effective for the first reporting period after issuance. We have adopted this guidance for our interim period ending December 31, 2009. The adoption of this guidance has no material impact on our financial statements

Liquidity and Capital Resources

As of December 31, 2009, we had $348,006 of working capital as compared to a working deficit of $(42,533) from inception (February 18, 2009) through June 30, 2009. This increase of $390,539 was due primarily to private placements of shares of common stock pursuant to Subscription Agreements which we entered into with accredited investors.

Cash flow used in operating activities was $209,083 for the six months ended December 31, 2009 and $39,561 for the period of inception (February 18, 2009) through June 30, 2009. This cash used by operating activities was primarily due to the cost of salaries and professional fees. The Company is in its development stage and has had no revenues.

Cash used in investing activities was $3,211 for the six months ended December 31, 2009 and $9,324 for the period of inception (February 18, 2009) through June 30, 2009. The cash used in investing activities was primarily due to the purchase of fixed assets.

Cash provided from financing activities during the six months ended December 31, 2009 was $740,597 and $52,542 for the period of inception (February 18, 2009) through June 30, 2009. The cash provided from financing activities was due to the sale of shares of our common stock through private placements. Of the $52,542 from inception (February 18, 2009) through June 30, 2009, $44,553 related to proceeds from notes payable from a related party.

Our financial statements as of December 31, 2009 have been prepared under the assumption that we will continue as a going concern from inception (February 18, 2009) through December 31, 2009. Our independent registered public accounting firm have issued their report dated January 20, 2010 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We believe our current cash balance will fund our operations for the next twelve months as we develop a working prototype of our technology. However, there may be unforeseen operational issues such as multiple rounds of design and redesign of the prototype that may exceed our current projected budget. If any unforeseen circumstances should we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. Financing may not be available in amounts and on terms acceptable to us, or at all. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. If we are unable to obtain additional financing, we may be forced to curtail our operations.

PLAN OF OPERATION AND FINANCING NEEDS

Our plan of operation within the next twelve months is to utilize our cash balances to develop a demonstration prototype. Since inception, we have been primarily involved in research and development activities associated with the filing of patent applications, design and fabrication of a working prototype. The purpose of the prototype will be to demonstrate how our technology can increase the output of power of a typical solar cell overlaid with the HyperSolar concentration layer. We are currently developing a prototype of the Low Magnification version of our technology, as described in page 22 of this prospectus. We do not expect to purchase any significant plant and equipment for completing the prototype. Our current plan contemplates contracting with prototyping firms to produce the prototype based on our proprietary design. When we have completed a commercial product design based on our technology, we intend to use licensing and partnering strategies to enter the market.

This prototype will be used for demonstration purposes only and is not meant for commercial deployment. We are currently underway in the development of this demonstration prototype.

We believe that our current cash and investment balances will be sufficient to support development activities until January 2011 at which time management estimates that it will require additional cash resources.

Operating Expenses

Operating expenses for the six months ended December 31, 2009 were $389,099. The operating expenses consisted primarily of $128,455 in professional fees, $74,375 in salaries, $65,750 in research and development, and $19,100 in marketing expenses consisting of market research, website design and maintenance, and print collateral design. Operating expenses from inception (February 18, 2009) through June 30, 2009, were $40,931. The operating expenses consisted primarily of $4,599 in marketing expenses and $32,425 in research and development.

Net Loss

For the six months ended December 31, 2009, our net loss was $(391,854). The net loss was related primarily to operating expenses for salaries and professional fees. From inception (February 18, 2009) through June 30, 2009, our net loss was $(41,523). The net loss was primarily related to operating expenses for marketing and research and development. We recently began operating our business, and no revenues were generated to cover our operating costs, since we are in the development stage of our Company.

BUSINESS

Organizational History

We were incorporated in the State of Nevada on February 18, 2009. Our authorized capital was increased from 75,000,000 to 505,000,000 on September 11, 2009. Effective also on September 11, 2009, we implemented a forward stock split in a ratio of 20 for 1. Currently after giving effect to the forward split, there are 113,526,600 shares of common stock issued and outstanding.

We have only been engaged in our current and proposed business operations since February 2009, and to date, we have been primarily involved in research and development activities. Accordingly, we have no operating history, nor have we achieved any revenues to date.

Corporate Information

Our executive offices are located at 93-B Castilian Dr., Santa Barbara, CA 93117. Our telephone number is (805) 968-0600.

Overview

We began operating our business in February 2009, and have not generated any revenues. Since inception, we have been primarily involved in research and development activities associated with the filing of patent applications, design and fabrication of a working prototype. When we have completed a commercial product design based on our technology, we intend to use licensing and partnering strategies to enter the market.

Market Opportunity

With an unlimited amount of free sunlight, solar power can be considered to be the ultimate source of clean, renewable energy leading to energy independence, national security and a sustainable way of life. Management believes that the key to realizing this promise is finding a way to reduce the cost per watt of solar electricity to the point where it is cost competitive with conventional electricity.

We intend to reduce the cost of solar panels by replacing expensive solar cells with our inexpensive optical solar concentrators. When fully developed, we believe that our solar concentrator technology, based on polymer materials and processes, will cost less to manufacture than photovoltaic solar cells based on semiconductor materials and processes. We are currently developing a prototype of our technology, and have not developed a commercial product to date, therefore there can be no assurance that management’s anticipation that the manufacturing cost of our solar concentrator technology will be less than photovoltaic solar cells based on semiconductor materials and processes.

Our Technology

Our technology acts as a thin and flat “magnifying glass” that can be placed directly on the surface of solar cells to magnify the power of the Sun to significantly increase the power output of solar cells. This technology offers a new approach to lower the cost per watt of solar panels by inexpensively delivering more sunlight to the expensive solar cells. Instead of covering the entire panel surface with solar cells, manufacturers can cover the panel with HyperSolar layers to collect the sunlight and use fewer solar cells underneath the HyperSolar layers for electricity conversion.

The scientific principle behind the use of solar concentrators, such as lenses and mirrors, to magnify the power of the Sun has been known for a very long time. By marrying the scientific principle of solar concentration and innovative photonics techniques, we are developing a thin and flat solar concentrator for direct placement on the surface conventional solar cells in a flat panel design.

When a large area of solar energy is collected and concentrated onto a smaller area, the solar power per unit area hitting the solar cell is magnified. Therefore, the power output of the solar cell is magnified. Traditional silicon solar cells can only handle low magnification levels, while very expensive high efficiency solar cells, such as those made from gallium arsenide, can handle high magnification levels. We intend to offer different versions of our technology to address the full range of solar cells and applications.

Low Magnification	High Magnification	Mix-Mode Magnification

Innovative Photonics

Our patent-pending technology is based on four primary innovations:

·	Micro Concentrators – A matrix of small and highly efficient solar concentrators are used to collect sunlight throughout the day from a wide range of angles without requiring mechanisms to track the sun.

·	Photonics Light Routing – An innovative solid-state photonics network underneath the Micro Concentrators transports light from points of collection at the top, to points of concentrated output at the bottom. This results in a very thin layer.

·	Photonics Light Separation – Innovative techniques are employed in the photonics network to separate the collected sunlight into different spectrum ranges, where they can be routed to different output points at the bottom where different types of solar cells may be placed.

Photonics Thermal Management – Solar cells can only convert a part of the solar spectrum into electricity. The unused portion turns into heat, which actually degrades the performance of the solar cell. Our technology filters out the unused solar spectrum to deliver maximum useful solar energy to the solar cell and avoid overheating.

With HyperSolar as the top layer, management believes that manufacturers can use significantly fewer solar cells in the production of solar panels, thereby dramatically reducing the cost per watt of electricity.

Compliance with Environmental Laws and Regulations

Our operations are subject to local, state and federal laws and regulations governing environmental quality and pollution control. To date, our compliance with these regulations has had no material effect on our operations, capital, earnings, or competitive position, and the cost of such compliance has not been material. We are unable to assess or predict at this time what effect additional regulations or legislation could have on our activities.

Manufacturing and Distribution

The Company will use licensing and partnering strategies to enter the market. The Company intends to distribute its technology through licensing agreements and partnering strategies with unidentified third parties.

Intellectual Property

We have filed a patent application with the U.S. Patent and Trademark Office to protect the intellectual property rights for “Thin and Flat Solar Collector-Concentrator and Method of Fabrication”. The invention is a photonics-based planar solar concentrator designed to collect sunlight from a large area on top, concentrating that solar energy, and directing it to a smaller area at the bottom where a solar cell can be attached. The inventors listed on the patent application are Dr. Nadir Dagli and Dr. Ronald Petkie. The patent was assigned to the Company pursuant to the terms of the Consulting Agreements between the Company and each of Dr. Petkie and Dr. Dagli.

In March 2009, the Company entered into a consulting agreement with Dr. Petkie. Pursuant to the terms of the Consulting Agreement, Dr. Petkie agreed to consult with and perform research for the Company concerning the business and technology of the Company. The Agreement provides for a monthly compensation of $7,500. The agreement may be terminated at any time, for any or no reason upon 5 days written notice to either party. The Agreement provides for the assignment to the Company of all inventions, original works of authorship, developments, concepts, improvements, or trade secrets which is developed during the term of the Agreement. The Agreement was terminated in August 2009 upon the parties entry into an employment relationship pursuant to the offer of employment letter dated August 13, 2010. The Company does not have any future compensation obligations to Dr. Petkie under this consulting agreement.

Also, in March 2009, the Company entered into a consulting agreement with Dr. Dagli. Pursuant to the terms of the Consulting Agreement, Dr. Dagli agreed to consult with and perform research for the Company concerning the business and technology of the Company as Chief Scientific Advisor to the Company. The Agreement provides for hourly compensation of $150, payable by the Company upon receipt of an invoice. The agreement may be terminated at any time, for any or no reason upon 5 days written notice to either party. The Agreement provides for the assignment to the Company of all inventions, original works of authorship, developments, concepts, improvements, or trade secrets which is developed during the term of the Agreement. To date, the Company has paid an aggregate of $____ under the Consulting Agreement with Dr. Dagli. The Company does not have any other compensation obligations to Dr. Dagli aside from the hourly compensation.

Competition

The market for the manufacture, marketing and the sale of solar related products is highly competitive. Such competition could drive up the cost of retaining qualified engineers and other key employees, as well as other operating expenses. Moreover, if production capacity in the industry increases faster than demand for solar power, sales prices could be depressed. Increases in the solar power industry may negatively affect demand and the competitive position of our technology.

To our knowledge, concentrating solar technologies being developed or commercially available, such as those from SolFocus, Concentrix Solar and Entech Solar, are integrated with custom solar panel designs, rather than a component for conventional flat panel designs. We are not aware of any competitor that is marketing a commercially available flat solar concentrator for use by manufacturers as a component in a conventional flat panel design.

Competition from other concentrated solar technologies will likely increase as the global solar market expands. This could also have a negative impact on us or our customers’ ability to obtain additional capital from investors. Larger foreign owned and domestic companies which have been engaged in the alternative energy business for substantially longer periods of time may have access to greater financial and other resources. These companies may have greater success in the recruitment and retention of qualified employees, as well as in conducting their own solar technology manufacturing and marketing operations, which may give them a competitive advantage. In addition, actual or potential competitors may be strengthened through the acquisition of additional assets and interests. If we or our customers are unable to compete effectively or adequately respond to competitive pressures, this may materially adversely affect our results of operation and financial condition.

DESCRIPTION OF PROPERTY

Our principal office is located at 93-B Castilian Dr. Suite C, Santa Barbara, California 93117. We lease approximately 1,200 square feet, with an annual cost of approximately $18,000. The term of the lease is one year which expires on September 1, 2010, and thereafter will become month to month. We believe that our current premises are sufficient to handle our activities for the near future.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. There has been no bankruptcy, receivership or similar proceedings.

Employees

As of the date of this prospectus, we have two (2) full-time employees and several consultants. We have not experienced any work stoppages and we consider relations with our employees to be good.

MARKET FOR COMMON STOCK

AND RELATED SHAREHOLDER MATTERS

OTC Bulletin Board Considerations

There is no public market for our securities. On or before the date of this prospectus we intend to have our common stock quoted for trading on the FINRA OTC Bulletin Board. There can be no assurance that our common stock will ever be quoted on a quotation service or a stock exchange or that any market for our securities will develop.

Holders

As of March 24, 2010, the Company had 108 stockholders of record.

Transfer Agent

The Company's registrar and transfer agent is Computershare Trust Company N.A., 250 Royall Street, Canton, MA 02021

Dividend Policy

We have never declared or paid any cash dividends on its common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any compensation plans or arrangements under which equity securities are authorized for issuance.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of our directors and executive officers, and their positions with us:

Name	Age	Position
Timothy Young	44	President, CEO and Director
Ronald Petkie	57	Chief Technology Officer
Christopher Marquis	27	Director

Executive Biographies

Timothy Young – President, CEO and Director

Tim Young is an accomplished executive with over 15 years of management experience in media and Internet technology companies. Most recently September 2007 through August 2009, Mr. Young was the President of Rovion, Inc., an internet media startup company, where he increased revenues through a channel sales strategy that included companies such as Clear Channel, Disney, CBS, and Fox Television and bolstered the company's technical capabilities through strategic acquisitions.

Prior to Rovion, Mr. Young was employed by Time Warner Inc. from October 1998 through July 2007, where he served as Vice President and Regional Vice President of various divisions including America Online and Time Warner Cable. During his tenure, Mr. Young built some of the highest performing sales organizations at Time Warner with responsibilities ranging from product development, marketing, staff training to leadership development. After Time Warner's acquisition of Adelphia Media Services and Comcast in 2004, Mr. Young served as Regional Vice President of Western Region, and was responsible for successfully integrating the California sales teams which accounted for over $200 million in revenues with 250 sales and marketing personnel, and launched several new product offerings. Mr. Young also serves on the board of Calypso Media Group, a full service discount advertising agency specializing in COOP advertising. Mr. Young's track record of success and over fifteen plus years of management and leadership experience bringing new products to the market, qualifies him to be a board member of HyperSolar, Inc.

Ronald Petkie, Ph.D. – Chief Technology Officer

Ronald Petkie, co-inventor of the Company’s technology, has over 20 years of diversified experience in advanced materials technology and thin and thick film processes. From 2003 to 2009, Dr. Petkie worked on cutting edge alternative energy technologies, with a heavy emphasis on photovoltaic solar cell technologies. From January 2005 through April 2005, Dr. Petkie was the Contract Materials Engineer with First Solar. From June 2005 through April 2006, Dr. Petkie served as a Process Characterization Engineer at Evergreen Solar. From August 2006 through September 2007, he also served as Process Integration Engineer at Advent Solar. Dr. Petkie served as the Director of Research at Global PV Specialists from January 2008 through January 2009. His industrial experience encompasses a broad range of solar cell technology, from the quality of materials to a deep understanding of device physics and manufacturing technologies and their interrelationships. This experience enabled him to develop improvements and novel processes for manufacturing solar cells with better yield and performance through characterization and statistical performance modeling.

Prior to working in the alternative energy industry, Dr. Petkie spent six years at Diamonex as the principal investigator for development and application engineering of synthetic diamond wafer technology, primarily involving advanced high-performance microelectronic packaging. He began his career at an IBM semiconductor pilot line as a Senior Engineer developing and managing manufacturing processes for magnetic sensor chips, and several years at the Materials Laboratory at the IBM Research Division involving thin film technology and equipment. Dr. Petkie holds a Ph.D. degree in Materials Engineering from Rensselaer Polytechnic Institute, a Masters degree in Electrical Engineering and a Bachelors degree in Physics from Pennsylvania State University.

Dr. Petkie has authored numerous patent applications involving thin film, thick film, microelectronic manufacturing processes, and photovoltaics, and is the listed inventor in 5 issued patents. He has authored or co-authored over 32 technical publications. Dr. Petkie’s realm of expertise includes knowledge and hands-on work in thin and thick film technology, microelectronic packaging, materials analysis and electrical characterization, statistical analysis / neural networks, vacuum equipment and deposition (PVD, CVD, electroplating, wet powder spraying, e-beam, rf and dc sputtering, electrochemical techniques), metallization processes / metal-ceramic bonding, high-temperature processing / sintering, optical filters, electron microscopy, process-properties-microstructure relationships, crystallization processes, crystallographic characterization-relationships, electronic materials / devices / sensors, photovoltaics, hydrogen separation for fuel cells, thermal management materials and techniques, magnetic sensors, photography and imaging.

Christopher Marquis, Director

Christopher Marquis is a real estate executive who provides advisory and transactional services for investors of shopping centers, retail properties, and single tenant assets throughout Southern California. Since 2008, he has been employed by Sperry Van Ness, a real estate advisory firm located in Irvine, California. Prior to his employment by Sperry Van Ness, from April 2006 through September 2006, Mr. Marquis was responsible for market research and financial analysis assistance on new projects for the development team at Treadwell Robertson, Inc. a real estate developer located in San Juan Capistrano, California. Mr. Marquis graduated in 2007 from Brigham Young University in Provo, Utah with a Bachelor of Science degree in Finance at the Marriott School of Management. While working on his degree, Mr. Marquis held a management position at DP Clothing in Provo, Utah from November 2003 until April 2006. Mr. Marquis played a key role in the very early stages of HyperSolar Inc. serving as our CEO, President and Chairman of the Board from January 2009 through August 2009. This experience along with his expertise and knowledge with in marketing research and finance make him qualified to continue to serve on our board of directors.

Advisory

Nadir Dagli, Ph.D. – Chief Scientific Advisor

Nadir Dagli, lead inventor of the Company’s technology, is an expert in the field of photonics and nanophotonics for high-speed telecommunication devices. He received his Ph.D. in electrical engineering from the Massachusetts Institute of Technology, Cambridge, MA in 1986. Since 1987, Dr. Dagli has been a professor of electrical and computer engineering at the University of California at Santa Barbara (UCSB). His current research includes the design, fabrication and modeling of guided-wave components for optical integrated circuits, ultra fast electro-optic optical modulators, wavelength division multiplexed components and photonic nanostructures. He has consulted with both government and international agencies such as NSF and the United Nations as well as corporate enterprises such as Tektronix and Teledyne. Dr. Dagli is a fellow of the Institute of Electrical and Electronics Engineers (IEEE), an honor conferred to those with an extraordinary record of accomplishments in the IEEE fields of interest.

Over his career, Dr. Dagli has pioneered many novel breakthrough technologies in photonics and made significant contributions to compound semiconductor electro-optic modulators that are critical to high-speed telecommunication systems. His group was the first to demonstrate electron wave interference effects and current switching in coupled electron wires. In enabling advanced photonics research, Dr. Dagli made pioneering contributions to novel beam propagation methods (BPMs) to account for wide angle and vector nature of electromagnetic wave propagation. His BPMs are the most efficient in the world today and are included in most commercial photonics simulation and engineering software packages. Dr. Dagli’s novel slow wave traveling wave electrodes on GaAs/AlGaAs epitaxial layers removed from their substrates allowed for the realization and fabrication of optical modulators with bandwidths exceeding 40 GHz. Most recently, his research group broke the record for successfully making the world’s lowest drive voltage optical modulator with drive voltages of 0.3 V.

Dr. Dagli chaired and served on the technical program committees and advisory committees of numerous leading conferences such as CLEO, CLEO Pacific Rim, IEEE Lasers and Electro Optics Society Annual Meeting, IEEE International Topical Meeting on Microwave Photonics, OSA Integrated Photonic and Nanophotonics Research and Applications topical meeting, SPIE Photonics West and SPIE International Symposium on Microtechnologies for the New Millennium. He served as a member of editorial board of IEEE Transactions on Microwave Theory and Techniques, 1994-1998. Dr. Dagli was the Associate Editor for IEEE Photonics Technology Letters from 1997 to 2000 and the Editor-in-Chief of IEEE Photonics Technology Letters 2000-2005. He authored and coauthored over 150 referred journal and conference publications, several book chapters as well an edited book entitled “High Speed Photonic Devices” Published by Taylor and Francis.

Board of Directors:

The Directors of the Company are elected by the vote of a majority in interest of the holders of the voting stock of the Company and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. The Company’s directors currently do not receive monetary compensation for their service on the Board of Directors.

COMMITTEES OF THE BOARD

We currently have no audit committee, compensation committee, nominations and governance committee of our board of directors.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

No executive officer, director or any member of these individuals' immediate families or any corporation or organization with whom any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

FAMILY RELATIONSHIPS

There are no family relationships among our executive officers and directors.

LEGAL PROCEEDINGS

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

·	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

·	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member

CODE OF ETHICS

We have not adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934.

EXECUTIVE COMPENSATION

The table below sets forth the compensation earned by each person acting as our Principal Executive Officer, Principal Financial Officer and our other most highly compensated executive officers whose total annual compensation exceeded $100,000 (together, the “Named Executive Officers”).

Name & Principal Position	Year		Salary ($)			Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Timothy Young, CEO and Acting CFO	2009	(1)		0			0		0		0		0		0		0		0
	2010		$	106,250	(2)		0		0		0		0		0		0		0
Dr. Ronald Petkie, CTO	2009
	2010				(3)

(1)	The Company was formed on February 18, 2009.

(2)

Pursuant to the terms of the employment between the Company and Mr. Young, Mr. Young shall receive a monthly compensation of $21,250 per month, $255,000 annually. As of January 31, 2010, Mr. Young has been paid $106,250, during the fiscal year ending June 30, 2010. His employment agreement was signed on August 22, 2009 and became effective September 1, 2009.

(3)

Pursuant to the terms of the employment between the Company and Dr. Petkie, Dr. Petkie shall receive a monthly compensation of $10.000 per month, $120,000 annually. As of January 31, 2010, Dr. Petkie has been paid $50,000, during the fiscal year ending June 30, 2010. His employment agreement was signed on August 22, 2009 and became effective September 1, 2009.

Outstanding Equity Awards at Fiscal Year-End

There were no grants of options to purchase our common stock to the named executive officers at June 30, 2009.

EMPLOYMENT AGREEMENTS

Our CEO, Timothy Young is employed as an “at- will” employee whose employment with the Company may be terminated at any time by either party. We have agreed to pay Mr. Young an annual salary of $255,000, subject to modification in accordance with the Company’s policies, practices and procedures. In addition, we have agreed to pay Mr. Young three months base salary, in the event his employment is terminated by the Company. Mr. Young is eligible to receive a quarterly bonus as determined by the Company’s Board of Directors and to participate in any benefit plan implemented by the Company.

Our CTO, Dr. Ronald Petkie, is also employed as an “at- will” employee whose employment with the Company may be terminated at any time by either party. We have agreed to pay Dr. Petkie an annual salary of $120,000, subject to modification in accordance with the Company’s policies, practices and procedures. In addition, we have agreed to pay Dr. Petkie three months base salary, in the event his employment is terminated by the Company. Dr. Petkie is eligible to receive a quarterly bonus as determined by the Company’s Board of Directors and to participate in any benefit plan implemented by the Company.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

In June of 2009 we issued a promissory notes in the aggregate amount of $44,553 to a shareholder. with interest calculated at 5% per annum. From July 2009 through October 2009, we issued additional promissory notes in the amount o $110,000 to the shareholder. with interest calculated at 5% per annum The promissory notes were re-paid on December 29, 2009, together with interest of $2,755

Except for the foregoing, there are no additional transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which we are or was to be a participant and the amount involved exceeds $ 120,000, and in which any related person had or will have a direct or indirect material interest.

Director Independence

We do not have any directors who are independent as that term is defined under the NASDAQ Marketplace Rules.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables sets forth, as of March 24, 2010, the number of and percent of our common stock beneficially owned by:

·	all directors and nominees, naming them,
·	our executive officers,
·	our directors and executive officers as a group, without naming them, and
·	persons or groups known by us to own beneficially 5% or more of our common stock:

We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 24, 2010 upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March ___, 2010 have been exercised and converted.

Title of Class	Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Common Stock (1)
Common Stock	Timothy A. Young(2)	10,000,000	7.91%
Common Stock	Dr. Ronald Petkie (2)	5,000,000	3.96%
Common Stock	Christopher Marquis (2)	1,153,000	0.91%
Common Stock	Cumorah Capital, Inc.	32,363,300 (3)	25.61%
Common Stock	Pearl Innovations, LLC.	32,763,300 (4)	25.92%
Common Stock	All Executive Officers and Directors as a Group (3 persons)	316,153,000	12.66 %

(1)	Based upon 126,369,000 shares issued and outstanding as of March 24, 2010

(2)	Executive Officers and Directors of the Company

(3)	William E. Beifuss holds voting and dispositive power over the shares held by Cumorah Capital, Inc.

(4)	Elaine Lei holds voting and dispositive power over the shares held by Pearl Innovations, LLC.

DESCRIPTION OF SECURITIES

We are authorized by our Articles of Incorporation, as amended, to issue an aggregate of 505,000,000 shares of capital stock, of which 500,000,000 are shares of common stock, par value $.001 per share (the "Common Stock") and 5,000,000 are shares of preferred stock, par value $.001 per share (the “Preferred Stock”). As of March ___, 2010, we have 126,369,000 shares of Common Stock and no shares of preferred issued and outstanding.

Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of our Common Stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

The payment by the Company of dividends, if any, in the future rests within the discretion of its Board of Directors and will depend, among other things, upon the Company’s earnings, capital requirements and financial condition, as well as other relevant factors. The Company has not paid any dividends since its inception and does not intend to pay any cash dividends in the foreseeable future, but intends to retain all earnings, if any, for use in its business.

Preferred Stock

Our Articles of Incorporation authorize the issuance of 5,000,000, par value $.001, shares of preferred stock.

COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under the Nevada General Corporation Law and our Articles of Incorporation, as amended, and our Bylaws, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our Articles of Incorporation and Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, our Bylaws provide that if the Nevada General Corporation Law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

PLAN OF DISTRIBUTION

The selling stockholders and any of their respective pledgees, donees, assignees and other successors-in-interest may, from time to time, sell any or all of their shares of common stock at a fixed price equal $0.10 per share. If our shares become quoted on the Over-The-Counter Bulletin Board, sales will be made at prevailing market prices or privately negotiated prices

The selling stockholders may use any one or more of the following methods when selling shares:

·	ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·	an exchange distribution in accordance with the rules of the applicable exchange;

·	privately-negotiated transactions;

·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

·	a combination of any such methods of sale; and

·	any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, or Regulation S, rather than under this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

The selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The selling stockholders cannot assure that all or any of the shares offered in this prospectus will be sold by the selling stockholders. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be "underwriters" as that term is defined under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholders, but excluding brokerage commissions or underwriter discounts.

The selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. No selling stockholder has entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholders defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. In the event that the selling stockholders are deemed affiliated purchasers or distribution participants within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions.

We have agreed to indemnify the selling stockholders, or their transferees or assignees, against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may be required to make in respect of such liabilities.

If the selling stockholders notify us that they have a material arrangement with a broker-dealer for the resale of the common stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholders and the broker-dealer.

PENNY STOCK

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·	that a broker or dealer approve a person's account for transactions in penny stocks; and

·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must

·	obtain financial information and investment experience objectives of the person; and

·	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·	sets forth the basis on which the broker or dealer made the suitability determination; and

·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

LEGAL MATTERS

Sichenzia Ross Friedman Ference LLP, New York, New York will issue an opinion with respect to the validity of the shares of common stock being offered hereby.

EXPERTS

Our financial statements from inception (February 18, 2009) through June 30, 2009 appearing in this prospectus and registration statement have been audited by HJ Associates & Consultants, LLP, independent registered public accountants, as set forth on their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of Hypersolar Inc., filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.

We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street N.E. Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street N.E. Washington, D.C. 20549 at prescribed rates. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

HYPERSOLAR, INC.

FINANCIAL STATEMENTS

CONTENTS

	Page
Balance Sheets for the period ending December 31, 2009		F-2

Statements of Operations for the period ending December 31, 2009		F-3

Statements of Shareholders' Equity (Deficit) for the period ending December 31, 2009		F-4

Statements of Cash Flows for the period ending December 31, 2009		F-5

Notes to financial statements for the period ending December 31, 2009		F-6-F-8

Report of Independent Registered Public Accounting Firm		F-9

Balance Sheet for the period ending June 30, 2009		F-10

Statement of Operations for the period ending June 30, 2009		F-11

Statement of Shareholders' Deficit for the period ending June 30, 2009		F-12

Statement of Cash Flows for the period ending June 30, 2009		F-13

Notes to Financial Statements for the period ending June 30, 2009		F-14-F-18

F-1

HYPERSOLAR. INC.

(A Development Stage Company)

BALANCE SHEETS



	December 31, 2009			June 30, 2009
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	531,960		$	3,657
Prepaid rent and security deposit		3,375			-

TOTAL CURRENT ASSETS		535,335			3,657

PROPERTY & EQUIPMENT
Computers and peripherals		3,211			-
Less: accumulated depreciation		(277	)		-

NET PROPERTY AND EQUIPMENT		2,934			-


OTHER ASSETS
Domain, net of amortization $502 and $325, respectively		4,813			4,990
Patents		4,009			4,009

TOTAL OTHER ASSETS		8,822			8,999

TOTAL ASSETS	$	547,091		$	12,656



LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	5,310		$	-
Accrued expenses		181,463			1,045
Accrued interest, related party		556			592
Note payable, related party		-			44,553

TOTAL CURRENT LIABILITIES		187,329			46,190

SHAREHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $0.001 par value;
5,000,000 authorized preferred shares		-			-
Common Stock, $0.001 par value;
500,000,000 authorized common shares
121,378,100 and 113,526,600 shares issued and outstanding, respectively		121,377			113,526
Additional Paid in Capital		671,762			(105,537	)
Deficit Accumulated during the Development Stage		(433,377	)		(41,523	)

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		359,762			(33,534	)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	547,091		$	12,656

The accompanying notes are an integral part of these financial statements

F-2

HYPERSOLAR. INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

							From Inception on
	For the Three			For the Six			February 18, 2009
	Months Ended			Months Ended			through
	December 31, 2009			December 31, 2009			December 31, 2009

REVENUE	$	-		$	-		$	-

OPERATING EXPENSES
Selling and marketing expenses		19,191			19,191			23,790
General and administrative expenses		222,648			303,704			307,286
Research and development		43,331			65,750			98,175
Depreciation and amortization		366			454			779

TOTAL OPERATING EXPENSES		285,536			389,099			430,030

LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)		(285,536	)		(389,099	)		(430,030	)

TOTAL OTHER EXPENSES
Interest expense		(2,755	)		(2,755	)		(3,347	)

LOSS BEFORE PROVISION FOR INCOME TAXES		(288,291	)		(391,854	)		(433,377	)

Provision for income taxes		-			-			-

NET LOSS	$	(288,291	)	$	(391,854	)	$	(433,377	)


BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		117,080,736			115,303,668

The accompanying notes are an integral part of these financial statements

F-3

HYPERSOLAR. INC.

(A Development Stage Company)

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

												Deficit
												Accumulated
									Additional			during the
	Preferred stock				Common stock				Paid-in			Development
	Shares		Amount		Shares		Amount		Capital			Stage			Total
Balance at February 18, 2009		-	$	-		-	$	-	$	-		$	-		$	-

Issuance of common stock in April 2009 for cash
(21,000,000 shares issued at $0.00005 per share)		-		-		21,000,000		21,000		(19,950	)		-			1,050

Issuance of common stock in April 2009 for cash
(92,526,600 shares issued at $0.000075 per share)		-		-		92,526,600		92,526		(85,587	)		-			6,939

Net Loss from inception (February 18, 2009) through June 30, 2009		-		-		-		-		-			(41,523	)		(41,523	)

Balance at June 30, 2009		-		-		113,526,600		113,526		(105,537	)		(41,523	)		(33,534	)

Issuance of common stock in October 2009 for cash
(1,270,000 shares issued at $0.10 per share) (unaudited)		-		-		1,270,000		1,270		125,730			-			127,000

Issuance of common stock in November 2009 for cash
(3,944,000 shares issued at $0.10 per share) (unaudited)		-		-		3,944,000		3,944		390,456			-			394,400

Issuance of common stock in December 2009 for cash
(2,637,500 shares issued at $0.10 per share) (unaudited)		-		-		2,637,500		2,637		261,113			-			263,750

Net Loss for the six months ended December 31, 2009 (unaudited)		-		-		-		-		-			(391,854	)		(391,854	)

Balance at December 31, 2009 (unaudited)		-	$	-		121,378,100	$	121,377	$	671,762		$	(433,377	)	$	359,762

The accompanying notes are an integral part of these financial statements

F-4

HYPERSOLAR. INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended December 31, 2009			From Inception on February 18, 2009 through December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(391,854	)	$	(433,377	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation & amortization expense		454			779
Change in Assets and Liabilities:
(Increase) Decrease in:
Deposits		(3,375	)		(3,375	)
Increase (Decrease) in:
Accounts payable		5,310			5,310
Accrued expenses		180,382			182,019

NET CASH USED IN OPERATING ACTIVITIES		(209,083	)		(248,644	)

NET CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of fixed assets		(3,211	)		(3,211	)
Purchase of intangible assets		-			(9,324	)

NET CASH USED IN INVESTING ACTIVITIES		(3,211	)		(12,535	)

NET CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, related party		110,000			154,553
Payment of notes payable, related party		(154,553	)		(154,553	)
Proceeds from issuance of common stock		785,150			793,139

NET CASH PROVIDED IN FINANCING ACTIVITIES		740,597			793,139

NET INCREASE IN CASH		528,303			531,960

CASH, BEGINNING OF PERIOD		3,657			-

CASH, END OF PERIOD	$	531,960		$	531,960

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	2,791		$	-
Taxes paid	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-5

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

1.	ORGANIZATION AND LINE OF BUSINESS

Organization

HyperSolar, Inc. (the "Company") was incorporated in the state of Nevada on February 18, 2009. The Company, based in Santa Barbara, California, began operations on February 19, 2009 to develop and market a solar concentrator technology.

The accompanying interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended December 31, 2009 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010. For further information, refer to the audited financial statements for the period ended June 30, 2009 and the notes thereto included in the Company’s Report.

Line of Business

The Company is currently in the stage of developing a thin flat optical layer, that can inexpensively collect and deliver substantially more sunlight onto solar cells. With HyperSolar as the top layer, manufacturers can use significantly fewer solar cells in the production of solar panels, thereby dramatically reducing the cost per watt of electricity.

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception through the period ended December 31, 2009. Management believes this funding will continue, and has also obtained funding from new investors. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of HyperSolar, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Development Stage Activities and Operations

The Company has been in its initial stages of formation and for the period ended December 31, 2009, had no revenues. A development stage activity as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

F-6

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company recognizes revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has had no revenues and is in the development stage.

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Loss per Share Calculations

Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended December 31, 2009, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Recently issued pronouncements

F-7

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

3.	CAPITAL STOCK

As of the period ending June 30, 2009, the Company's authorized stock consisted of 70,000,000 shares of common stock with a par value of $0.001. On September 9, 2009, the Company issued a twenty-to-one (20:1) split, and increased the authorized shares to 500,000,000 of common stock with a par value of $0.001. For the purpose of these notes, the effects of the forward split have been reflected retroactively to the inception of the Company.

As of December 31, 2009, the Company’s authorized stock consisted of 500,000,000 shares of common stock, with a par value of $0.001. The Company is also authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. During the six months ended December 31, 2009, the Company issued 7,851,500 shares of common stock at $0.10 per share for cash in the amount of $785,150, through a private placement made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended

4.	PROMISSORY NOTE PAYABLE RELATED PARTY

During the six months ended December 31, 2009, an investor loaned the Company additional funds for operations, in the amount of $110,000. The promissory notes to the investor totaled $154,553, with interest bearing at 5% per annum. The promissory notes were paid off as of December 31, 2009, which included interest of $2,755.

5.	RENTAL LEASE

The Company entered into a lease for a one year term expiring on September 30, 2010. The rent paid for the six months ended December 31, 2009 was $6,751.

6.	SUBSEQUENT EVENT

Management evaluated subsequent events after the balance sheet date of December 31, 2009 through February 2, 2010.

On January 26, 2010, the Company issued 1,520,800 shares of common stock for services with a fair value of $152,080.

As of January 29, 2010, through a private placement the Company issued 3,470,100 shares of common stock at a price of $0.10 per share for cash in the amount of $347,010.

F-8

Report of Independent Registered Public Accounting Firm

To the Board of Directors HyperSolar, Inc.

(A Development Stage Company)

Santa Barbara, California

We have audited the accompanying balance sheet of HyperSolar, Inc. (A Development Stage Company) as of June 30, 2009, and the related statements of operations, shareholders' equity (deficit), and cash flows for the period from inception (February 18, 2009) through June 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HyperSolar, Inc. (A Development Stage Company) as of June 30, 2009, and the results of its operations and its cash flows for the period from inception (February 18, 2009) through June 30, 2009, in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management's assessment of the effectiveness of HyperSolar, Inc.'s internal control over financial reporting as of June 30, 2009 and accordingly, we do not express an opinion thereon.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Note 1 to the financial statements, the Company has suffered a net loss from operations, and has experienced negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ HJ Associates & Consultants, LLP
HJ Associates & Consultants, LLP
Salt Lake City, Utah
January 20, 2010

American Institute of Certified Public Accountants

SEC Practice Section Private Companies Practice Section

F-9

HYPERSOLAR. INC.

(A Development Stage Company)

BALANCE SHEET

June 30, 2009


ASSETS

CURRENT ASSETS
Cash	$	3,657

TOTAL CURRENT ASSETS		3,657


OTHER ASSETS
Domain, net of amortization $325		4,990
Patents		4,009

TOTAL OTHER ASSETS		8,999

TOTAL ASSETS	$	12,656



LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accrued expenses	$	1,045
Accrued interest, related party		592
Note payable, related party		44,553

TOTAL CURRENT LIABILITIES		46,190

SHAREHOLDERS' DEFICIT
Preferred Stock, $0.001 par value;
5,000,000 authorized preferred shares		-
Common Stock, $0.001 par value;
500,000,000 authorized common shares
113,526,600 shares issued and outstanding		113,526
Additional Paid in Capital		(105,537	)
Deficit Accumulated during the Development Stage		(41,523	)

TOTAL SHAREHOLDERS' DEFICIT		(33,534	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	12,656

The accompanying notes are an integral part of these financial statements

F-10

HYPERSOLAR. INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

	From Inception on
	February 18, 2009
	through
	June 30, 2009

REVENUE	$	-

OPERATING EXPENSES
Selling and marketing expenses		4,599
General and administrative expenses		3,582
Research and development		32,425
Depreciation and amortization		325

TOTAL OPERATING EXPENSES		40,931

LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)		(40,931	)

TOTAL OTHER EXPENSES
Interest expense		(592	)

LOSS BEFORE PROVISION FOR INCOME TAXES		(41,523	)

Provision for income taxes		-

NET LOSS	$	(41,523	)


BASIC AND DILUTED LOSS PER SHARE	$	0.00

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		57,941,532

The accompanying notes are an integral part of these financial statements

F-11

HYPERSOLAR. INC.

(A Development Stage Company)

STATEMENT OF SHAREHOLDERS' DEFICIT

												Deficit
												Accumulated
									Additional			during the
	Preferred stock				Common stock				Paid-in			Development
	Shares		Amount		Shares		Amount		Capital			Stage			Total
Balance at February 18, 2009		-	$	-		-	$	-	$	-		$	-		$	-

Issueance of common stock in April 2009 for cash
(21,000,000 shares issued at $0.001 per share)		-		-		21,000,000		21,000		(19,950	)		-			1,050

Issueance of common stock in April 2009 for cash
(92,526,600 shares issued at $0.0015 per share)		-		-		92,526,600		92,526		(85,587	)		-			6,939

Net Loss from inception (February 18, 2009) through June 30, 2009		-		-		-		-		-			(41,523	)		(41,523	)

Balance at June 30, 2009		-	$	-		113,526,600	$	113,526	$	(105,537	)	$	(41,523	)	$	(33,534	)

The accompanying notes are an integral part of these financial statements

F-12

HYPERSOLAR. INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

	From Inception on
	February 18, 2009
	through
	June 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(41,523	)
Adjustment to reconcile net loss to net cash
used in operating activities
Depreciation & amortization expense		325
Change in Assets and Liabilities:
Increase (Decrease) in:
Accrued Expenses		1,637

NET CASH USED IN OPERATING ACTIVITIES		(39,561	)

NET CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of intangible assets		(9,324	)

NET CASH USED IN INVESTING ACTIVITIES		(9,324	)

NET CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, related party		44,553
Proceeds from issuance of common stock		7,989

NET CASH PROVIDED IN FINANCING ACTIVITIES		52,542

NET INCREASE IN CASH		3,657

CASH, BEGINNING OF YEAR		-

CASH, END OF YEAR	$	3,657

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-
Taxes paid	$	-

The accompanying notes are an integral part of these financial statements

F-13

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

1. ORGANIZATION AND LINE OF BUSINESS

Organization

Line of Business

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception through the period ended June 30, 2009. Management believes this funding will continue, and has also obtained funding from new investors. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities and Operations

The Company has been in its initial stages of formation and for the period ended June 30, 2009, had no revenues. A development stage activity as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

Revenue Recognition

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

F-14

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of intangible assets, and the deferred tax valuation allowance. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2009, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities.

Loss per Share Calculations

Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended June 30, 2009, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Income Taxes

The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized.

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $3,491 for the period ended June 30, 2009.

Stock based Compensation

Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. The Company will be required to follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option.

Recently issued pronouncements

F-15

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

3. CAPITAL STOCK

As of June 30, 2009, the Company’s authorized stock consisted of 70,000,000 shares of common stock, with a par value of $0.001. Subsequently, the Company issued a twenty-to-one (20:1) split, and increased the authorized shares to 500,000,000 shares of common stock, with a par value of $0.001 already being effected. The Company is also authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. During the period ended June 30, 2009, the Company issued 1,050,000 founders shares of common stock at $0.001 per share for cash in the amount of $1,050; Also, the Company issued 4,626,330 shares of common at $0.0015 per share for cash in the amount of $6,939.

4. INTANGIBLE ASSETS

Intangible assets that have finite useful lives continue to be amortized over their useful lives, and are reviewed for impairment when warranted by economic condition.

	Useful Lives	2009
Domain - gross	15 years	$	5,315
Less amortization			(325	)
Domain - net		$	4,990

Patents - gross	15 years	$	4,009

5. INCOME TAXES

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. The Company’s initial federal, state and local filings are subject to tax examinations for three years following the filing date.

Included in the balance at June 30, 2009, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended June 30, 2009, the Company did not recognize interest and penalties.

6. DEFERRED TAX BENEFIT

At June 30, 2009, the Company had net operating loss carry-forwards of approximately $40,900 that may be offset against future taxable income from the year 2010 through 2030. No tax benefit has been reported in the financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 40% to pretax income from continuing operations for the period ended June 30, 2009 due to the following:

F-16

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

6. DEFERRED TAX BENEFIT (continued)

	2009
Book income	$	(16,609	)
Amortization		-
Related party accrual		-

Valuation		16,609

Income tax expense	$	-

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax liabilities consist of the following components as of June 30, 2009:

	2009
Deferred tax assets:
NOL carryover	$	16,354
Related party accrual		237
Deferred tax liabilities:
Amortization		8

Less Valuation Allowance		(16,609	)

Net deferred tax asset	$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years.

7. PROMISSORY NOTE PAYABLE RELATED PARTY

During the period ended June 30, 2009, the Company issued promissory notes in the amount of $44,553. The promissory notes are from an investor, and the note bears interest at 5% per annum. The notes are due and payable upon demand by the holder. Interest expense for the period was $592.

F-17

HYPERSOLAR, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

7. SUBSEQUENT EVENT

Management evaluated subsequent events after the balance sheet date of June 30, 2009 through January 20, 2010.

The Company entered into a one year lease agreement on August 31, 2009, to commence renting space on September 1, 2009. The monthly rental is $1,402.50.

On September 1, 2009, the Company entered into an employment agreement with Tim Young. Mr. Young was appointed President and CEO. Also, the Company entered into an employment agreement with Ronald Petkie. Mr. Petkie was appointed Chief Technology Officer.

On September 9, 2009, the Company agreed upon a twenty-for-one (20:1) forward split of its outstanding common stock. The financial statements have been adjusted retroactively to reflect this split. Also, the Company gained approval from the Board of Directors to increase its authorized common stock to 500,000,000.

As of January 15, 2010, through a private placement the Company issued 10,816,500 shares of common stock post split at a price of $0.10 per share.

F-18

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities registered under this registration statement. All amounts are estimates except the Commission registration fee. The following expenses will be borne solely by us.

Commission registration fee	$	17.22
Legal fees and expenses	$	65,000.00
Accounting fees and expenses	$	15,000.00
Miscellaneous expenses	$	5,000.00
Total	$	85,017.22

We have agreed to bear expenses incurred by the selling stockholders that relate to the registration of the shares of common stock being offered and sold by the selling stockholders.

Item 14. Indemnification of Directors and Officers

Under the Nevada Revised Statutes and our Articles of Incorporation, as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care". This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities

I.	In April 2009, the Company issued a total of 1,050,000 (or 21,000,000 post 20-for-1 forward split) shares of the Company¹s common stock as founder's shares for an aggregate sum of $1,050.00.

We claim an exemption from the registration requirements of the Act pursuant to Section 4(2) as a transaction by the issuer not involving a public offering.

II.	In April 2009 the Company issued a total of 4,626,330 (or 92,526,600 post 20-for-1 forward split) shares of the Company's common stock to 2 accredited investors for an aggregate sum of $6,940.00

We claim an exemption from the registration requirements of the Act pursuant to Section 4(2) as a transaction by the issuer not involving a public offering.

III.	In January 2010 the Company completed a private placement for 11,321,600 shares of the Company's common stock for an aggregate proceeds of $1,132,160.

IV.

In January 2010, the Company issued a total of 1,367,800 shares of the Company's common stock to a consultant for services rendered. The Consultant provided general advisory services including, advice regarding capitalization and corporate organization of the Company, structure and pricing of the Company's private placement offering, and strategic planning. Such services were provided pursuant to an oral understanding among the Company and the Consultant. All services have been rendered by the Consultant.

We claim an exemption from the registration requirements of the Act pursuant to Section 4(2) as a transaction by the issuer not involving a public offering.

V.	In January 2010, the Company issued a total of 153,000 shares of the Company's common stock to the company's secretary for services rendered.

We claim an exemption from the registration requirements of the Act pursuant to Section 4(2) as a transaction by the issuer not involving a public offering.

II-1

ITEM 16. EXHIBITS.

The following exhibits are included as part of this Form S-1.

Exhibit No.		Description

3.1		Articles of Incorporation of HyperSolar, Inc. filed with the Nevada Secretary of State on February 18, 2009. (incorporated by reference to the Company’s registration on Form S-1 filed with the Securities and Exchange Commission on February 5, 2010)

3.2		Articles of Amendment of Articles of Incorporation of HyperSolar, Inc. filed with the Nevada Secretary of State on September 11, 2009. (incorporated by reference to the Company’s registration on Form S-1 filed with the Securities and Exchange Commission on February 5, 2010)

3.4		Bylaws of HyperSolar, Inc. (incorporated by reference to the Company’s registration on Form S-1 filed with the Securities and Exchange Commission on February 5, 2010)

5.1		Opinion of Sichenzia Ross Friedman Ference LLP.*

10.1		Form of Subscription Agreement dated as of September 21, 2010. (incorporated by reference to the Company’s registration on Form S-1 filed with the Securities and Exchange Commission on February 5, 2010)

10.2		Form of Subscription Agreement dated as of April 10, 2009*

10.3		Form of Subscription Agreement dated as of April 17, 2009*

10.4		Offer of Employment to Timothy Young dated August 13, 2009*

10.5		Offer of Employment to Dr. Ronald Petkie dated August 13, 2009*

10.6		Consulting Agreement between Hypersolar, Inc. and Dr. Ronald Petkie dated as of March 9, 2009*

10.7		Consulting Agreement between Hypersolar, Inc. and Nadir Dagli dated as of March 1, 2009*

10.8		Invention Transfer dated as of June 10, 2009*

10.9		Form of Promissory Note issued during the period commencing June 30, 2009 through October 15, 2009*

23.1		Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1).*

23.2		Consent of HJ Associates & Consultants, LLP*

*Filed herewith.

II-2

Incorporated by reference to the Form S-1, filed by the Company with the Securities and Exchange Commission on November 12, 2008.

Item 17. Undertakings

The undersigned Company hereby undertakes to:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes:

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

II-3

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser

II-4

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on March 25, 2010.


	HyperSolar, Inc.

	By:	/s/ Timothy Young
		Timothy Young
		CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER) AND ACTING CHIEF FINANCIAL OFFICER (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed below by the following persons in the capacities and on the dates indicated:

SIGNATURE	TITLE	DATE

	CHIEF EXECUTIVE OFFICER	March 25, 2010
/ s/ Timothy Young	(PRINCIPAL EXECUTIVE OFFICER), ACTING CHIEF FINANCIAL OFFICER
Timothy Young	(PRINCIPAL ACCOUNTING AND
	FINANCIAL OFFICER) AND
	CHAIRMAN OF THE BOARD

/s/ Christopher Marquis	DIRECTOR	March 25, 2010
Christopher Marquis

II-5

Exhibit 5.1

March 25, 2010

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:	Hypersolar,Inc. Form S-1 Registration Statement (File No. 333-164708)

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by Hypersolar, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the outstanding shares of common stock being sold pursuant to the Registration Statement are legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission.

	Very truly yours,

	By:	/s/ Sichenzia Ross Friedman Ference LLP
		Sichenzia Ross Friedman Ference LLP

61 BROADWAY NEW YORK, NEW YORK 10006

T 212-930-9700 F 212-930-9725 www.srff.com

Exhibit 10.2

FOUNDERS SUBSCRIPTION AGREEMENT

HYPERSOLAR, INC.

The undersigned hereby subscribes for _____________ (the “Shares”) of HyperSolar, Inc.’s (the “Company”) common stock at a price of $0.001 , representing a total purchase price of $______ (the “Subscription Price”).

The undersigned agrees to pay the aggregate Subscription Price for the Shares being purchased hereunder. The entire purchase price is due and payable upon the submission of this Subscription Agreement and shall be payable by wire transfer or check.

The Company has the right to reject this subscription in whole or in part.

The undersigned acknowledges that the Shares being purchased hereunder and its component securities will not be registered under the Securities Act of 1933 (the "Act"), or the securities laws of any state (the “State Acts”), in reliance upon an exemption from the registration requirements of the Act and the State Acts; that absent an exemption from registration contained in the Act and the State Acts, the Shares, would require registration; and that the Company's reliance upon such exemptions is based, in material part, upon the undersigned's representations, warranties, and agreements contained in this Subscription Agreement (the "Subscription Documents").

1. The undersigned represents, warrants, and agrees as follows:

a. The undersigned agrees that this Subscription Agreement is and shall be irrevocable.

b. The undersigned is involved with the Company and understands its business operations (the “Business”). The undersigned has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Offering and the Business and to obtain such additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as the undersigned reasonably desires in order to evaluate the investment. The undersigned understands the Business, and the undersigned has had the opportunity to discuss any questions regarding the Business with his counsel or other advisor. The undersigned has received no representations or warranties from the Company and its Business, its employees, agents or attorneys, in making this investment decision. The undersigned does not desire to receive any further information.

c. The undersigned is aware that the purchase of the Shares is a speculative investment involving a high degree of risk, that there is no guarantee that the undersigned will realize any gain from this investment, and that the undersigned could lose the total amount of this investment.

d. The undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the Shares for investment, or any recommendation or endorsement of the Share.

e. The undersigned is purchasing the Shares for the undersigned's own account, with the intention of holding the Shares with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws.

f. The undersigned represents that if an individual, he has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Shares. The undersigned has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future.

g. The undersigned is financially able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely, or to afford a complete loss of his investment in the Shares.

h. The undersigned represents that the undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and the undersigned's investment in the Shares will not cause such overall commitment to become excessive. The undersigned understands that the statutory basis on which the Shares are being sold to the undersigned and others would not be available if the undersigned's present intention were to hold the Shares for a fixed period or until the occurrence of a certain event. The undersigned realizes that in the view of the Securities and Exchange Commission, a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Shares, and for which such Shares may be pledged as security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's representations to the Company, and the Commission would then regard such sale as a sale for which the exemption from registration is not available. The undersigned will not pledge, transfer or assign this Subscription Agreement.

i. The undersigned represents that the funds provided for this investment are either separate property of the undersigned, community property over which the undersigned has the right of control, or are otherwise funds as to which the undersigned has the sole right of management. The undersigned is purchasing the Shares with the funds of the undersigned and not with the funds of any other person, firm, or entity and is acquiring the Shares for the undersigned's account. No person other than the undersigned has any beneficial interest in the Shares being purchased hereunder.

j. The address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence if he or she is an individual, or its principal business address if it is a corporation or other entity.

l. The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares.

m. The undersigned acknowledges that the certificates for the Shares which the undersigned will receive will contain a legend substantially as follows:

THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED, OR EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

The undersigned further acknowledges that a stop transfer order will be placed upon the certificates for the securities in accordance with the Act. The undersigned further acknowledges that the Company is under no obligation to aid the undersigned in obtaining any exemption from registration requirements.

n. The undersigned understands that, the Company intends to offer additional shares of common stock in one or more private offerings (the Private Offerings”). As inducement to the purchasers of the Private Offerings to purchase common stock, the undersigned hereby agrees that from the date hereof and until three (3) years after any of the following events: (i) a public market for the Company’s common stock has been established, or (ii) the Shares acquired herein are exchanged for shares of a publicly traded company as a result of a merger or acquisition of the Company (collective the “Lock-up Term”), the Undersigned will not sell or offer to sell any unregistered shares of the Company’s common stock which the Undersigned owns as may be permitted pursuant to Rule 144 promulgated under the Act.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to remove restrictive legends from any share certificates held by the undersigned if such removal would constitute a violation or breach of this Agreement. An appropriate restrictive legend describing the Lock-up Term and this Agreement may be affixed to the certificate representing the Shares.

2. The undersigned expressly acknowledges and agrees that the Company is relying upon the undersigned's representations contained in the Subscription Documents.

3. The Company has been duly and validly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Nevada. The Company represents that it has all requisite power and authority, and all necessary authorizations, approvals and orders required as of the date hereof to enter into this Subscription Agreement and to be bound by the provisions and conditions hereof.

4. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of his or its rights hereunder or under any other agreement, instrument or papers signed by any of them with respect to the subject matter hereof unless such waiver is in writing and signed by the party waiving said right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such right or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies with respect to the subject matter hereof, whether evidenced hereby or by any other agreement, instrument, or paper, will be cumulative, and may be exercised separately or concurrently.

5. The parties have not made any representations or warranties with respect to the subject matter hereof not set forth herein, and this Subscription Agreement, together with any instruments or documents executed simultaneously herewith in connection with this offering, constitutes the entire agreement between them with respect to the subject matter hereof. All understandings and agreements heretofore had between the parties with respect to the subject matter hereof are merged in this Subscription Agreement and any such instruments and documents, which alone fully and completely expresses their agreement.

6. This Subscription Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing, which is signed by all of the parties to this Subscription Agreement.

7. The parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions reasonably required to effectuate this Subscription Agreement and the intent and purposes hereof.

8. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of California and the undersigned hereby consents to the jurisdiction of the courts of the State of California and the United States District Courts situated therein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION BY SUBSCRIBER

shares x $0.001 per share = $

Exact Name in Which Title is to be Held

(Signature)

Name and Title (if applicable)

Address: Number and Street

City State Zip Code

Telephone

Social Security Number or Tax Identification Number

Accepted this 10th day of April 2009 on behalf of HyperSolar, Inc.



	By:

Exhibit 10.3

HYPERSOLAR, INC. INVESTOR FINANCIAL QUESTIONNAIRE

Before you make an investment, you must complete this questionnaire. Please check the appropriate box below and sign this questionnaire before a witness. We require that this be returned with your Subscription Agreement for your purchase of shares of common stock (the “ Common Stock ”), of HyperSolar, Inc. (the “ Company ”). Information will be held in strict confidence and used solely to ensure that all prospective investors are qualified under the relevant sections of the Securities Act of 1933.

[ ] I am a natural person who has had individual income of more than US$200,000 in each of the most recent two years, or joint income with my spouse in excess of US$300,000 in each of the most recent two years and reasonably expect to reach that same income level for the current year (“income” for purposes hereof should be computed as follows: individual adjusted gross income as reported, or to be reported, on a federal income tax return, increased by (i) any deduction of long-term capital gains under section 1202 of the Internal Code of 1936 (the “Code”), (ii) any deduction or depletion under Section 611 et. seq. of the Code, (iii) any exclusion for interest under Section 103 of the Code and (iv) any losses of a partnership as reported in Schedule E of Form 1040;

[ ] The Subscriber is a natural person whose individual net worth (i.e. total assets in excess of total liabilities), or joint net worth with my spouse, will at the time of purchase of the Common Shares be in excess of $1,000,000;

[ ] The Subscriber is an investor satisfying the requirements of Section 501(a)(1)(2) or (3) of Regulation D promulgated under the Securities Act of 1933, which includes, but is not limited to, a self-directed employee benefit plan where investment decisions are made solely by persons who are “accredited investors” as otherwise defined in Regulation D;

[ ] The Subscriber is a trust, which trust has total assets in excess of $5,000,000.00 which was not formed for the specific purpose of acquiring the Common Shares offered hereby and whose purchase is directed by a sophisticated person as described in Rule 506(b)(ii) of Regulation D and who has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Common Shares;

[ ] The Subscriber is a director or executive officer of the Company;

[ ] The Subscriber is an entity (other than a trust) in which all of the equity owners meet the requirements of at least one of the above paragraphs; or

[ ] The Subscriber is not a resident of the United States of America, but acknowledges he/she meets or exceeds at least one of the minimum financial requirements set forth above.

I represent that I understand the merits and the risks involved in this offering, that I have sufficient knowledge and experience in similar programs or investments to evaluate the merits and risks of an investment in the Company (or that I have retained an attorney, accountant, financial advisor or consultant as my purchaser representative); that because of my background, employment experience, family or financial situation or economic bargaining power, I have received and have had access to material and relevant information enabling me to make an informed investment decision, and that all information I have requested has been furnished to me; and that I am able to bear the economic risk of loss of the entire investment which I may make in the Company.

By: _________________________________________________

PRINT NAME: ________________________________________

Investor Signature

With a current address of _________________________________

In the City of _________________, State/Province of _______,

Country of ________________

DATE: April 17, 2009

HYPERSOLAR, INC. SUBSCRIPTION AGREEMENT

1. Subscription. Subject to the terms and conditions hereof, __________________ . the undersigned Investor (" Investor ") hereby subscribes to purchase ________________ of HyperSolar, Inc.’s (the “ Company ”) Common Stock at a price of $0.0015 per share , representing a total purchase price of $ ______________.

2. Private Placement. The parties acknowledge that this offering has been made and this Subscription Agreement has been entered into as a private placement negotiated between the parties. The issuance is considered exempt under Section 4(2) of the Securities Act of 1933.

3. Knowledge of Financial and Business Status of the Company. Investor acknowledges that he/she has met in person or telephonically with management immediately prior to this investment, and that he/she understands the merits and the risks involved in this offering.

4. Representations and Warranties. In consideration of the sale of such Common Stock, intending to be legally bound and intending the Company to rely thereupon, Investor hereby represents, warrants, and covenants, to the Company as follows:

Neither the Company nor any person acting on behalf of the Company has offered to sell, offered for sale or sold the Common Stock by means of general solicitation or general advertising. Investor has not received, paid or given, directly or indirectly, any commission or remuneration for or because of any sale or the solicitation of any sale of the Common Stock.

Company represents and warrants that the shares of common stock underlying the Common Stock are restricted under SEC Rule 144, and Investor is aware of restricted sale provisions that make up Rule 144.

Investor has been offered full access to all underlying documents in connection with this transaction as well as such other information as Investor has deemed necessary or appropriate for a prudent and knowledgeable investor to evaluate the purchase of the Common Stock. Investor acknowledges that the Company has made available to Investor the opportunity to obtain additional information from, to ask questions of, and receive satisfactory answers from the officers of the Company concerning the terms and conditions of the private placement and to verify the information given. Investor is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Investor is unaware. In making his or her investment decision, Investor has relied solely upon his or her independent investigation of the investment.

Investor is aware that an investment in the Common Stock is a highly speculative investment that involves a substantial degree of risk. Investor warrants that he/she has such sufficient requisite knowledge and experience in business and financial matters that Investor is capable of evaluating the merits and risks of an investment in the Company. Investor understands that the Company is relying on Investor's representations for the purposes of confirming Investor's suitability as an investor in the Company.

Investor is aware that the Common Stock has not been registered under the Securities Act of 1933 (the "Act"), and that Investor must therefore bear the economic risk of the investment indefinitely because the Common Stock cannot be sold unless subsequently registered under the Act or under an available exemption from registration. Investor agrees not to sell his/her Common Stock without registration under the Act and applicable state securities laws unless in a transaction exempt therefrom.

The Common Stock for which Investor hereby subscribes are being acquired for investment purposes, solely for Investor's own account and not on behalf of other persons, and not with a view to or for the resale, distribution, subdivision, or fractionalization thereof; Investor has no present plans to enter into any contract, undertaking, agreement, or arrangement for any such resale, distribution, subdivision, or fractionalization thereof. Investor agrees that he or she will not sell, assign, pledge, give, transfer or otherwise dispose of any or all of the Common Stock or any interest therein unless and until Investor has complied with all applicable provisions of federal and state securities laws.

Investor has reviewed his or her financial condition and commitments. Based upon such review, Investor is satisfied that he or she has adequate means of providing for his or her financial needs and possible contingencies as well as those of any dependents, and that he or she does not have any current or foreseeable future need for liquidity of the funds being utilized in the purchase of the Common Stock. Investor is capable of bearing the economic risk of the investment in the Common Stock for the indefinite future. At this time, Investor has assets or sources of income that, if taken together, are more than sufficient so that Investor could bear the risk of loss of its, his or her entire investment in the Common Stock.

Investor is aware that this transaction is a "private placement" and has not been reviewed by the United States Securities and Exchange Commission or by any state securities authorities. No agency, federal or state, has passed upon the fairness or merits of this investment.

Neither this Subscription Agreement nor Investor's rights hereunder, may be assigned, sold or transferred in any manner and this Subscription Agreement may not be altered, amended or revoked without the prior written consent of the Company.

Investor is a bona fide resident as set forth next to Investor's signature, such location is Investor's principal residence, and Investor is at least 18 years of age.

Investor understands and agrees that if Investor's subscription is accepted, Investor will be required to execute such additional documents as may be necessary to effect the issuance of the Company's Common Stock which Investor has purchased.

The foregoing representations, warranties and covenants are true and accurate as of the date hereof and shall be true and accurate as of the date of completion of the Private Placement. If such representations and warranties shall not be true and accurate in any respect prior to completion of the Private Placement, Investor shall give written notice of such fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefore.

5. Piggy-Back Registration Rights. The Investor will be entitled to “piggy-back” registration rights of the shares of Common Stock pursuant to this Subscription Agreement on registration statements (other than on Form S-8, S-4 or similar Forms) filed by the Company.

6. Indemnification. Investor acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and Investor hereby agrees to indemnify and hold harmless the Company, its directors, officers and representatives, and any person controlling the Company within the meaning of Section 15 of the Act, from and against any and all claim, loss, damage, expense and liability whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation commenced or threatened or any claim whatsoever) based upon, due to or arising out of a breach of any representation or warranty or covenant of the undersigned contained in this Subscription Agreement or in the Financial Questionnaire or of any false representation by Investor.

7. Miscellaneous.

This Subscription Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings which are deemed to have been merged herein. No representations were made or relied upon by either party, other than those expressly set forth herein.

This writing shall be amended only by a further writing. No agent, employee, or other representative of any party is empowered to alter any of the terms hereof, including specifically this Paragraph, unless done in writing and signed by both parties.

Whenever required by the context hereof: the masculine gender shall be deemed to include the feminine and neuter; and the singular member shall be deemed to include the plural. Time is expressly declared to be of the essence of this Agreement. This Agreement shall be deemed to have been mutually prepared by all parties and shall not be construed against any particular party as the draftsman. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Nevada. Venue and jurisdiction of any controversy or claim arising out of, or relating to this Subscription Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be in Clark County, State of Nevada. In any legal action or other proceeding involving, arising out of or in any way relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses of litigation.

The failure of any party to object to or to take affirmative action with respect to, any conduct of any other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct. No delay or failure by any party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein.

Headings in this Subscription Agreement are for convenience only and shall not be used to interpret or construe its provisions.

This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

The provisions of this Subscription Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the undersigned has executed and delivered this Subscription Agreement dated this 17 th day of April, in the year 2009.

By: PRINT NAME:

_____________________________

(Signature of Investor)

With a current address of: ____________________

In the City of _______, State/Province of _______,

Country of _____

ACCEPTED: HYPERSOLAR, INC.

By: ___________________________

Date: April 17, 2009

SECURITIES ISSUANCE INSTRUCTIONS

THE UNDERSIGNED, AS A CONDITION TO PURCHASE UP TO 2,313,165 SHARES OF COMMON STOCK OF HYPERSOLAR, INC., A NEVADA CORPORATION (THE "COMPANY"), HEREBY CERTIFIES TO THE COMPANY AS FOLLOWS:

1. ___________________________, (Purchaser Name) am purchasing the Common Stock on this 17 th day of April, in the year 2009, in my own name and for my own account (or for a trust account if I am a trustee), and no other person has any interest in or right with respect to the Common Stock, nor have I agreed to give any person any such interest or right in the future.

2. I am acquiring the Common Stock for investment and not with a view to or for sale in connection with any distribution of the Common Stock. I recognize that the Common Stock has not been registered under the Securities Act of 1933, that any disposition of the Common Stock is subject to restrictions imposed by federal and state law and that the certificates representing the Common Stock will bear a restrictive legend. I also recognize that I cannot dispose of the Common Stock absent registration and qualification, or an available exemption from registration and qualification, and that no undertaking has been made with regard to registering or qualifying the Common Stock in the future. I understand that the availability of an exemption in the future will depend in part on circumstances outside my control and that I may be required to hold the Common Stock for a substantial period. I understand that the United States Securities and Exchange Commission has made no finding or determination relating to the fairness for investment of the Common Stock offered by the Company and that the Commission has not and will not recommend or endorse the Common Stock.

3. I have not seen or received any advertisement or general solicitation with respect to the sale of the Common Stock.

4. I believe, by reason of my business or financial experience that I am capable of evaluating the merits and risks of this investment and of protecting my own interests in connection with this investment.

5. I acknowledge that during the course of this transaction and prior to purchasing the Common Stock I have been provided with financial and other written information about the Company, I have been given the opportunity by the Company to obtain such information and ask such questions concerning the Company, the Common Stock, and my investment as I felt necessary, and to the extent I availed myself of such opportunity, I received satisfactory information and answers. If I requested any additional information, which the Company possessed or could acquire without unreasonable effort or expense and which was necessary to verify the accuracy of the financial and other written information furnished to me by the Company, that additional information was provided to me. In reaching the decision to invest in the Common Stock, I have carefully evaluated my financial resources and investment position and the risks associated with this investment, and I acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Common Stock to satisfy any existent or contemplated debt or undertaking.

Please PRINT below the exact information regarding the Purchaser:

INDIVIDUAL

_________________________________________________________________________________

Individual Name(s)

_________________________________________________________________________________

Street Address, City, State/Province and Postal Code

_________________________________________________________________________________

Signature (All record holders should sign)

(____)____________Telephone Number (____) _______________Fax Number

___________________________ Email Address _________________Tax I.D. Number

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

__________________

Name of Entity

______________________________________________

Address to Which Correspondence Should Be Directed

______________________________________________

Type of Entity (i.e., corporation, partnership etc)

________________________________

State/Province of Formation of Entity

By: ____________________________________Printed:____________________________________

Its: ____________________________________

Title

(___) _________ Telephone Number (____) _______________Fax Number

___________________________ Email Address _________________Tax I.D. Number

If Common Stock are being subscribed for by an entity, the Certificate of Signatory below must be completed.

CERTIFICATE OF SIGNATORY

To be completed if Common Stock are being subscribed for by an entity.

I, ____________________________________, am the ________________________________ of _________________________________________________________(the "Entity ").

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement to purchase and hold the Common Stock, and certify that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitute legal and binding obligations of the Entity.

IN WITNESS WHEREOF, I have hereto set my hand this 17 th day of April 2009.

__________________________________ Signature

Exhibit 10.4

August 13, 2009

Timothy A. Young

2302 26 th Street

Santa Monica, CA 90406

Re: Offer of Employment

Dear Mr. Young:

On behalf of HyperSolar, Inc. (the “Company”), I am pleased to offer you employment, under the following terms and conditions.

This offer expires at 5:00 p.m., PDT, on September 1 2009, unless prior to that time you sign and return one copy of this letter to the Company.

Title:

President and CEO

Job Description:

Responsible for all those duties customarily associated with the position of President in a start-up company, subject to a reasonable agreement with the Company’s Board of Directors.

Type:

Full time (100%)

Location:

At the Company’s Santa Barbara office or other approved remote locations.

Report to:

Board of Directors

Base Salary:

$21,250 per month (equivalent to an annualized salary of $255,000), subject to modification from time to time during your employment in accordance with the Company’s practices, policies, or procedures.

Quarterly Bonus:

You may be granted a quarterly bonus in the amount to be determined at the discretion of the Board of Directors.

Term of Employment:

Your employment with the Company is “at-will," and may be terminated at any time by you or by the Company, for any reason or no reason, upon written notice. Nothing in this letter creates a promise or representation of continued employment for a term or limits the Company's right and power to terminate your employment at any time.

Severance:

If your employment is terminated by the Company, the Company shall pay you three (3) months of Base Salary over a three (3) month period.

Benefits:

You will be able to participate in all benefits that the Company has or will implement(ed).

Immigration:

As a condition of your employment, you will be required to furnish all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Date of Employment:

Effective on September 1, 2009 and upon proper legal documents showing proof of eligibility of employment in the United States as required by Form I-9.

Arbitration:

Any dispute arising with respect to your employment or the termination of your employment with the Company shall be conclusively settled by final and binding arbitration in accordance with the arbitration procedures described in the attached Employee Confidentiality and Inventions Agreement.

Company Policies:

From time to time you will be advised of certain Company policies, including such policies as may from time to time be set forth in an employee handbook or similar document. As a condition of your employment, you agree to comply with such policies.

Enclosed are an Employee Confidentiality and Inventions Agreement and a Termination Certificate. Our offer is contingent on your understanding and agreement, as evidenced by your signing below, that: (i) you will execute the Employee Confidentiality and Inventions Agreement as a prerequisite to your employment; and (ii) upon your termination, you will execute a Termination Certificate (or document containing similar provisions).

By signing this letter, you acknowledge that the terms described in this letter, together with the enclosed Employee Confidentiality and Inventions Agreement, sets forth the entire understanding between us and supersedes any prior representations or agreements between us, whether written or oral. There are no terms, conditions, representations, warranties or covenants relating to your employment other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company, except that the Company may, in its sole discretion, adjust your salary, incentive compensation, benefits, job title, location, duties, responsibilities, and reporting relationships.

Welcome to the team; we look forward to working with you. Please feel free to contact me with any questions or concerns.

Sincerely,			Offer Accepted:


/s/			/s/
Christopher Marquis			Timothy Young
Chairman of the Board of Directors

HyperSolar, Inc.

EMPLOYEE CONFIDENTIALITY & INVENTIONS AGREEMENT

This Agreement is entered by and between HyperSolar, Inc. (the “Company”) and Timothy Young (“Employee”) effective as of the first date on which the Employee provides services for the Company.

In consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed by and between the parties as follows:

1. Confidential Information .

(a) Company Information . Employee shall at all times during the term of Employee’s employment with the Company and thereafter, hold in strictest confidence, and not use, except for the benefit of the Company, or disclose to any person, firm or corporation without written authorization of the Company’s management, any Confidential Information of the Company. As used herein, “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, investors, business partners, customer lists and customers (including, but not limited to, those of the Company on whom Employee has called or with whom Employee became acquainted during the term of Employee’s employment), markets, technology, developments, inventions, processes, methods of operation, formulas, designs, drawings, engineering, marketing, finances or other business information disclosed to Employee by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. “Confidential Information” does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of Employee or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

(b) Former Employer Information . Employee shall not, during Employee’s employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and Employee shall not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information . Employee shall hold all confidential or proprietary information that the Company has received from any third party to which it is the Company’s obligation to maintain the confidentiality of such information and to use it only for certain limited purposes in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Employee’s work for the Company consistent with the Company’s agreement with such third party.

2. Inventions . Employee hereby represents, warrants and covenants with respect to Prior Inventions or Inventions (each, as defined below), as the case may be, as follows:

(a) Inventions Retained and Licensed . Attached hereto, as Exhibit A , is a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to Employee’s employment with the Company (collectively referred to as “Prior Inventions”), which belong to Employee (and not to any prior employer), which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder. If in the course of Employee’s employment with the Company, Employee incorporates into a product, process or machine for the benefit of the Company or any of its wholly owned subsidiaries a Prior Invention owned by Employee or in which the Employee has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

(b) Assignment of Inventions . Employee shall make, or will promptly make, full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of Employee’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registerable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is employed by the Company (collectively referred to as “Inventions”), except as specifically provided in Section 2(f) below. Employee hereby acknowledges that all original works of authorship that are made by Employee (solely or jointly with others) within the scope of and during the period of Employee’s employment with the Company are (i) “works made for hire,” as that term is defined in the United States Copyright Act (to the extent protectable by copyright); and (ii) together with all related intellectual property rights of any sort anywhere in the world, the sole property of the Company. Employee hereby understands and agrees that the decision whether or not to commercialize or market any Inventions developed by Employee solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such Inventions.

(c) Inventions Assigned to the United States . Employee shall assign to the United States government all Employee’s right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

(d) Maintenance of Records . Employee shall keep and maintain adequate and current written records of all Inventions made solely or jointly with others during the term of Employee’s employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(e) Patent and Copyright Registrations . Employee shall assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Employee agrees that it is Employee’s obligation to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers after the termination of this Agreement. If the Company is unable because of the Employee’s mental or physical incapacity or for any other reason to secure Employee’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Employee.

(f) Exception to Assignments . It is agreed and acknowledged that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any Inventions which qualifies fully under the provisions of California Labor Code Section 2870 (quoted on Exhibit B hereto). Employee will advise the Company promptly in writing of any Inventions that the Employee believes meet the criteria in California Labor Code Section 2870.

3. Conflicting Employment . Employee shall perform Employee’s duties faithfully and to the best of Employee’s ability and shall devote Employee’s full business time and effort to the performance of Employee’s duties hereunder. Employee shall not, during the term of Employee’s employment with the Company, engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company, or its subsidiaries are now involved or become involved during the term of Employee’s employment, nor will Employee engage in any other activities that conflict with Employee’s obligations to the Company.

4. Returning Company Documents . At the time of leaving the employ of the Company, Employee covenants that Employee shall deliver to the Company (and will not keep in Employee’s possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by Employee pursuant to Employee’s employment with the Company or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to paragraph 2(d).

5. Notification of New Employer . In the event that Employee leaves the employ of the Company, Employee agrees to grant consent to notification by the Company to Employee’s new employer about Employee’s rights and obligations under this Agreement.

6. Solicitation of Employees . Employee covenants that, for a period of twelve (12) months immediately following the termination of Employee’s relationship with the Company for any reason, whether with or without cause, Employee shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or employees of any Company subsidiaries to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away their employees, either for Employee or for any other person or entity.

7. Right to Advice of Counsel . Employee acknowledges that Employee has had the right to consult with counsel and is fully aware of Employee’s rights and obligations under this Agreement.

8. Successors .

(a) Company’s Successors . Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company,” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.

(b) Employee’s Successors . Without the written consent of the Company, Employee shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Employee hereunder shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9. Notice Clause . Any notice hereby required or permitted to be given shall be sufficiently given if in writing and delivered in person or sent by facsimile, electronic mail, overnight courier or First Class mail, postage prepaid, to either party at the address of such party or such other address as shall have been designated by written notice by such party to the other party. Any notice or other communication required or permitted to be given under this Agreement will be deemed given (i) upon personal delivery to the party to be notified (ii) on the day when delivered by electronic mail to the proper electronic mail address, (iii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iv) the first business day after deposit with a nationally recognized overnight courier, specifying next day delivery, or (v) the third business day after the day on which such notice was mailed in accordance with this Section.

10. Arbitration .

(a) Except as provided in Section 10(e) below, this Agreement shall be governed by the Federal Arbitration Act and the California Arbitration Act. The parties hereby agree that a neutral arbitrator from the American Arbitration Association (“AAA”) will administer any such arbitration(s) under the AAA’s National Rules for the Resolution of Employee Disputes. The arbitration shall take place in Los Angeles, California.

(b) The parties may conduct only essential discovery (i.e., discovery sufficient to arbitrate the claim at issue) prior to the hearing, as defined by the AAA arbitrator. Following the hearing, the AAA arbitrator shall issue a written decision, which contains the essential findings and conclusions on which the decision is based. The parties agree that the result of arbitration hereunder shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction. The arbitration ruling may be subject to limited judicial review as provided by applicable law.

(c) Employee shall bear only those costs of arbitration he or she would otherwise bear had Employee brought a claim covered by this Agreement in court. The Company shall pay for the costs that are unique to the arbitration. Each party will be responsible for payment of its own attorneys’ fees. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party.

(d) The arbitrator shall not have any power, authority or jurisdiction to change or modify any provision of this Agreement.

(e) The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or a conservatory relief, as necessary, without breach of this arbitration agreement and without abridgement of the powers of the arbitrator.

(f) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO EMPLOYEE’S RELATIONSHIP WITH THE COMPANY, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF HARASSMENT, DISCRIMINATION, WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS.

11. Severability . The invalidity or unenforceability of any provision of this Agreement, or any terms hereof, shall not affect the validity or enforceability of any other provision or term of this Agreement.

12. Integration . This Agreement, together with the offer letter executed on or about the date hereof, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

13. Governing Law . This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the state of California.

14. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

	HYPERSOLAR, INC.


		Christopher Marquis
		Chairman of the Board of Directors


	EMPLOYEE


		Timothy Young

Exhibit A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

Title	Date	Identifying Number or Brief Description

_____ No inventions or improvements

_____ Additional Sheets Attached

Signature of Employee:

Date: __________________

Exhibit B

EMPLOYEE CONFIDENTIALITY AND INVENTIONS AGREEMENT

CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME – EXEMPTION FROM AGREEMENT

“(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of employee’s rights in an invention to employee’s employer shall not apply to an invention that the employee developed entirely on employee’s own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision, the provision is against the public policy of this state and is unenforceable.”

HyperSolar, Inc.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to HyperSolar, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

I further certify that I have complied with all the terms of the Employee Confidentiality & Inventions Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Employee Confidentiality & Inventions Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I further agree that for twelve (12) months from this date, I will not solicit, induce, recruit or encourage any of the Company’s employees or employees of any Company subsidiaries to leave their employment.


		Date:



		[ TO BE SIGNED ONLY UPON TERMINATION OF EMPLOYMENT.]

Exhibit 10.5

August 13, 2009

Ronald Petkie, Ph.D.

560 Laurie Lane, Apt 6.

Thousand Oaks, California 91360

Re: Offer of Employment

Dear Dr. Petkie:

On behalf of HyperSolar, Inc. (the “Company”), I am pleased to offer you employment, under the following terms and conditions.

This offer expires at 5:00 p.m., PDT, on September 1 2009 , unless prior to that time you sign and return one copy of this letter to the Company.

Title:

Chief Technology Officer

Job Description:

Responsible for all those duties customarily associated with the research and development of the company’s technology and other duties as assigned by the CEO.

Type:

Full time (100%)

Location:

At the Company’s Santa Barbara office or other approved remote locations.

Report to:

CEO

Base Salary:

$10,000 per month (equivalent to an annualized salary of $120,000), subject to modification from time to time during your employment in accordance with the Company’s practices, policies, or procedures.

Quarterly Bonus:

You may be granted a quarterly bonus in the amount to be determined at the discretion of the Board of Directors.

Term of Employment:

Severance:

If your employment is terminated by the Company, the Company shall pay you three (3) months of Base Salary over a three (3) month period.

Benefits:

You will be able to participate in all benefits that the Company has or will implement(ed).

Immigration:

As a condition of your employment, you will be required to furnish all necessary documentation that will satisfy the requirements of the Immigration Reform and Control Act of 1986.

Date of Employment:

Effective on September 1, 2009 and upon proper legal documents showing proof of eligibility of employment in the United States as required by Form I-9.

Arbitration:

Company Policies:

Welcome to the team; we look forward to working with you. Please feel free to contact me with any questions or concerns.

Sincerely,			Offer Accepted:


/s/ Christopher Marquis			/s/ Ronald Petkie
Christopher Marquis			Ronald Petkie
Chairman of the Board of Directors

HyperSolar, Inc.

EMPLOYEE CONFIDENTIALITY & INVENTIONS AGREEMENT

This Agreement is entered by and between HyperSolar, Inc. (the “Company”) and Ronald Petkie (“Employee”) effective as of the first date on which the Employee provides services for the Company.

1. Confidential Information .

2. Inventions . Employee hereby represents, warrants and covenants with respect to Prior Inventions or Inventions (each, as defined below), as the case may be, as follows:

7. Right to Advice of Counsel . Employee acknowledges that Employee has had the right to consult with counsel and is fully aware of Employee’s rights and obligations under this Agreement.

8. Successors .

10. Arbitration .

(d) The arbitrator shall not have any power, authority or jurisdiction to change or modify any provision of this Agreement.

13. Governing Law . This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the state of California.

14. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

	HYPERSOLAR, INC.

	By:	/s/ Tim Young
		Tim Young
		President and CEO


	EMPLOYEE

		/s/ Ronald Petkie
		Ronald Petkie

Exhibit A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

Title	Date	Identifying Number or Brief Description

_____ No inventions or improvements

_____ Additional Sheets Attached

Signature of Employee:

Date: __________________

Exhibit B

EMPLOYEE CONFIDENTIALITY AND INVENTIONS AGREEMENT

CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME – EXEMPTION FROM AGREEMENT

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

HyperSolar, Inc.

TERMINATION CERTIFICATION



		Date:



		[ TO BE SIGNED ONLY UPON TERMINATION OF EMPLOYMENT.]

Exhibit 10.6

Consulting Agreement

between

HYPERSOLAR, INC. and RONALD PETKIE

This Consulting Agreement (“Agreement”) is entered into this 9th day of March, 2009 (the “Effective Date”) by and between HyperSolar, Inc., a Nevada corporation, (“Company”) with its principal address at 3225 McLeod Drive, Suite 100, Las Vegas, NV 89121 and Ronald Petkie, Ph.D. (“Consultant”) with his principal address at 560 Laurie Lane, Apt 6. Thousand Oaks, California 91360.

Section 1 . Hiring of Consultant . This Agreement shall commence on the Effective Date and continue until terminated in accordance herewith. This Agreement may be terminated by either party at any time, for any or no reason, by written notice to the other party not less than five (5) days prior to the effective date of termination. In the event of such termination, Company will be obligated to pay Consultant any outstanding fees due under this Agreement only for or in connection with such services actually completed by Consultant and reasonably acceptable to Company as of the date of termination notice.

Section 2 . Duties & Title . Consultant shall be available to consult with and perform research for Company concerning the business and technology of Company. Unless agreed upon by Company on a case-by-case basis, Consultant will supply all tools, materials, equipment, and transportation required to perform the services under this Agreement. Consultant may perform the services under this Agreement at any suitable time and location he chooses. Such consulting services shall be performed by Consultant for Company using the title “Consultant” or “Advisor”; however, such title shall not give rise to an employer-employee relationship. Company shall pay Consultant the fees set forth in this Agreement for making himself available to consult with Company. Consultant will determine the method, details, and means of performing the above-described services. Consultant’s performance under this Agreement shall be conducted with due diligence and in full compliance with the highest professional standards of practice in the industry. Consultant shall at all times comply with all applicable laws and Company’s safety rules in the course of performing the services. If Consultant’s work requires a license, Consultant represents that it has obtained that license, and that such license is in full force and effect and will remain in full force and effect during the term of this Agreement. It is understood and agreed by the parties that, unless expressly authorized by Company, the services hereunder shall be provided by Consultant and no other persons, and that the performance of the services by Consultant is the sole and absolute reason for the engagement of Consultant under this Agreement.

Section 3 . Status of Consultant . Consultant shall be treated as an independent contractor, and not as an employee, partner, agent, or principal of Company, and shall not be entitled to the rights or benefits afforded to Company’s employees, including disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, or any other employment benefit. Consultant shall be responsible for providing, at his own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, and licenses for himself and for his employees and subcontractors. Consultant shall be responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Company to Consultant for services under this Agreement. On request, Consultant will provide Company with proof of timely payment in the form of a written confirmation by a Certified Public Accountant that Consultant has paid such taxes on a timely basis. Consultant agrees to indemnify Company for any claims, costs, losses, fees, penalties, interest, or damages suffered by Company resulting from Consultant’s failure to comply with this provision.

Section 4 . Compensation .

As consideration for the Consultant’s undertaking to be available to provide the services described above, Company agrees to pay to Consultant a monthly fee of Seven Thousand Five Hundred Dollars ($7,500.00) per month, payable in two semi-monthly payments. Consultant shall seek the advice and counsel of a certified public accountant, tax attorney, or other tax adviser with respect to the tax consequences of the foregoing provisions. Company makes no representations in that regard. All fees paid hereunder are Consultant’s sole compensation for rendering the services to Company.

Section 5 . Product and Project Development .

Company’s actual development of any given project and/or product shall be contingent on (i) regulatory issues and financial concerns; and (ii) Company’s subjective determinations to be made in its sole discretion as to economic viability, availability of financing, marketplace desirability, competition in the marketplace, and aesthetic appeal, and such other factors as Company deems pertinent, in the exercise of its sole discretion. Company has and shall continue to have the absolute unqualified and unfettered right to decline to develop, advance, or pursue any given project(s) and/or product(s). Nothing contained in this agreement shall give rise to an obligation or duty on the part of Company to actually engage in the development, advancement, or pursuit of any given project(s) and/or product(s) or to assign to Consultant any tasks related thereto. Company shall suffer no liability, penalty, or other adverse consequence if Company, in the exercise of its sole and unfettered discretion, abandons or otherwise declines to develop, advance, or pursue any given project. Company disclaims any and all representations and/or warranties, express or implied, as to whether any such project(s) and/or product(s) will actually be developed, advanced, or pursued.

Section 6 . Consultant’s Representations and Warranties . Consultant hereby represents and warrants that he possesses the skill, knowledge, and experience so as to be fully qualified, well-experienced, and properly skilled in the performance of the services required under this Agreement without direct supervision.

Section 7 . Intentionally Blank .

Section 8 . Confidentiality and Assignment of Inventions .

(a) Obligations . During the term of this Agreement, and for five (5) years afterward, (i) Consultant must hold in strict confidence any Confidential Information (as defined below), (ii) Consultant must not disclose to any third party any Confidential Information unless he has first received approval to make such disclosure or such disclosure is required during the term of this Agreement in order to carry out Consultant’s day-to-day activities in fulfillment of his duties hereunder, and (iii) Consultant may not use Confidential Information for any use or purpose other than providing the services hereunder.

(b) Definition of Confidential Information . For purposes of this Agreement, "Confidential Information" means technical data, trade secrets or know-how, such as research, product plans, products, services, customer lists, vendors and customers (including customers and prospective customers of Company on whom Consultant calls or with whom Consultant becomes acquainted during the term of this Agreement), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to Consultant by Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Confidential Information may include items obtained by Company from a third party, but which it is required to keep secret. Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of Consultant or of others who were under confidentiality obligations as to the item or items involved.

(c) Former or Concurrent Employer Information . Consultant shall not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer, client, or other person or entity. Consultant shall not bring onto the premises of Company any unpublished document or proprietary information belonging to any such employer, client, or other person or entity unless consented to in writing by such employer, person or entity. Consultant acknowledges his understanding that Company has no interest whatsoever in any knowledge or information Consultant may possess that is proprietary to a concurrent or former employer or consulting client. Consultant acknowledges his full and complete understanding that it is Company’s policy to insist that Consultant not bring to Company or use in his work for Company any papers, notes or other information that is proprietary to a concurrent or former employer or consulting client. If Consultant has any such papers or other information in his possession, Company strongly suggests that such papers or other information be returned to such concurrent or former employer or consulting client. Company further suggests that Consultant, if he has any questions or doubts concerning matters that may be proprietary to a concurrent or former employer or consulting client, contact such concurrent or former employer or consulting client to discuss the matter. If questions remain with Consultant in this regard after engaging in such discussions, Company will afford Consultant an opportunity to meet with Company’s attorney for purposes of achieving a lawful and otherwise appropriate resolution with respect to such issues.

(d) Assignment of Inventions . Consultant will promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assigns to Company, or its designee, all of Consultant’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or eligible for registration under copyright or similar laws, which Consultant may solely or jointly with others conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the term of this Agreement (collectively referred to as "Inventions") and which (i) are developed using the equipment, supplies, facilities or Confidential Information of Company, (ii) result from or are suggested by work performed by Consultant for Company, or (iii) relate to the business, or to the actual or demonstrably anticipated research or development of Company, will be the sole and exclusive property of Company, and Consultant shall, and does hereby assign all of his right, title and interest in such Inventions to Company, except as provided in Section 8(g) . Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Consultant hereby ratifies and consents to any action of Company that would violate such Moral Rights in the absence of such ratification/consent. Consultant will confirm any such ratifications and consents from time to time as requested by Company.

(e) Patent and Copyright Registrations . Consultant shall assist Company, or its designee, at Company’s expense, in every proper way to secure Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries. Consultant hereby conveys to Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Consultant’s obligation to execute or cause to be executed, when it is within his power to do so, any such instrument or papers shall continue after the termination of this Agreement. If Company is unable because of Consultant’s mental or physical incapacity or for any other reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to Company, as above, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and in behalf and stead of Consultant to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Consultant.

(f) Maintenance of Records . Consultant will maintain adequate and current written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by Company. The records will be available to and remain the sole property of Company at all times.

(g) Inventions Made Prior to the First Date of the Term of this Agreement . Consultant provides below a list of all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Consultant prior to the first date of the term of this Agreement (collectively referred to as "Pre-Company Inventions"), which belong to Consultant, which relate to Company’s proposed business, products or research and development, and which are not assigned to Company hereunder. If no such list is attached, then Consultant represents that there are no such Pre-Company Inventions. If during the term of this Agreement Consultant incorporates into a Company product, process, device, or machine a Pre-Company Invention owned by Consultant or in which Consultant has an interest, Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Pre-Company Invention as part of or in connection with such product, process or machine.

List of Pre-Company Inventions Subject to §8(g) :

Title	Date	Identification No. or Brief Description

1.

Initals : _____________

(If more than one, see Attachment 8(g); if none, insert the word “None”)

(h) Exception to Future Assignments . Any provisions of this Agreement requiring the future assignment of Inventions to Company do not apply to any invention that (i) Consultant develops entirely on his own time; and (ii) Consultant develops without using Company equipment, supplies, facilities, or confidential or trade secret information; and (iii) does not result from any work performed by Consultant for Company; and (iv) does not relate at the time of conception or reduction to practice to Company's business, or to its actual or demonstrably anticipated research or development. Any such invention will be owned entirely by Consultant, even if developed during the term of this Agreement. Consultant will immediately advise Company promptly in writing of any inventions that Consultant believes meet the criteria for exclusion set forth herein and are not otherwise disclosed herein.

(i) Return of Company Documents . Upon termination of this Agreement, Consultant will deliver to Company (and will not keep in his possession, recreate, or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by Consultant pursuant to this Agreement or otherwise belonging to Company, its successors or assigns. Upon termination of this Agreement Consultant will sign and deliver the "Termination Certificate" attached hereto as Exhibit B .

9. Notification of New Principal, Employer, or Client . Consultant hereby grants consent to Company to notify any new principal, employer, or client of Consultant about Company’s rights and Consultant’s obligations arising under this Agreement.

10. No Solicitation of Employees; Non-Competition .

10.1 During the term of this Agreement, the following provisions apply:

(a) Consultant will not solicit the employment of any person who is then engaged by Company as an employee, consultant or advisor, or who was engaged by Company as an employee, consultant or advisor within the prior 12 month period, on behalf of Consultant or any other person(s) or entity(ies).

(b) Consultant will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Company is now involved or becomes involved during the term of this Agreement, nor will Consultant engage in any other activities that conflict with his obligations to Company.

(c) Consultant will not engage in any other activity, alone or in concert with any other(s), which serves to solicit, entice, or in any way divert any of the Company’s employees, customers, prospects, business opportunities, investors, or suppliers to do business with any business entity in competition with Company or that could otherwise impair or harm the interests of Company.

10.2 During the twelve (12) months following the termination of this Agreement, regardless of the reason or circumstances related to such termination, the following provisions apply:

(b) Consultant will not engage in any employment, occupation, consulting or other business activity individually or with any third party with whom Company is engaged in a business relationship (whether as customer, subcontractor, supplier, investor, or otherwise). A list of such third parties to whom this subparagraph applies will be prepared by Company and delivered to Consultant promptly following termination of this Agreement.

11. Representations & Disclosure . Consultant represents and warrants that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust prior to the term of this Agreement. Consultant has not entered into, and will not enter into, any oral or written agreement in conflict herewith, including without limitation any employment with or engagement by any academic institution. Consultant will execute any proper oath or verify any proper document required to carry out the terms of this Agreement. In conjunction with the signing of this Agreement, Consultant will make full disclosure and provide to Company accurate and complete copies of any and all (i) presentations, (ii) documents, and (iii) communications, regardless of the medium thereof, which Consultant provides to Company customer(s), prospect(s), supplier(s) and/or investor(s) outside of the scope of his duties as a Company consultant.

12. Indemnity . Consultant will defend, indemnify and hold Company and its affiliates (and their respective employees, directors and representatives) harmless against any and all loss, liability, damage, claims, demands or suits and related costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from (i) any act or omission of Consultant (its employees or independent contractors) or Consultant’s (its employees’ or independent contractors’) breach of any representation, warranty or covenant of this Agreement, or (ii) infringement of any third-party intellectual property rights by the results of Consultant’s services, Company’s use of such results or Consultant’s performance of the services hereunder.

13. Limit of Liability . NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER CONSULTANT NOR Company WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. THE FOREGOING LIMITATION DOES NOT APPLY TO CONSULTANT’S OBLIGATIONS UNDER SECTIONS 3, 8, 10 OR 12 .

14. Arbitration and Equitable Relief .

(a) Arbitration . Except as provided in Section 14(b) below, any dispute or controversy arising out of or relating to this Agreement must be resolved by binding contractual arbitration to be held within the County of Los Angeles, State of California, in accordance with the Code of Civil Procedure of the State of California. The arbitrator may grant injunctions or other relief in any such dispute or controversy. The decision of the arbitrator shall be final, binding, and non-appealable. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Company and Consultant shall each pay one-half of the costs and expenses of such arbitration. At the conclusion of such arbitration the prevailing party shall be entitled to recover from the other party the reasonable attorney fees (as determined by the arbitrator) and court costs incurred in said arbitration proceeding and in any ensuing enforcement and collection proceedings.

(b) Equitable Remedies . With respect to those sections of this Agreement which would be a proper subject of equitable relief under California law, Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision(s) of this Agreement. The parties mutually agree that no bond or other security shall be required in obtaining such equitable relief and Consultant hereby consents to the issuance of such injunction and to the ordering of specific performance.

15. General Provisions .

(a) Governing Law; Consent to Personal Jurisdiction . This Agreement will be governed by the laws of the State of California as they apply to contracts entered into and wholly to be performed within such State. Consultant hereby expressly consents to the nonexclusive personal jurisdiction and venue of the state and federal courts located in the Central District of California for any lawsuit filed there against Consultant by Company arising from or relating to this Agreement.

(b) Entire Agreement . This Agreement sets forth the entire agreement and understanding between Company and Consultant relating to the subject matter herein and merges all prior discussions between the parties hereto. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Subsequent change(s) in duties and/or compensation will not affect the validity or scope of this Agreement.

(c) Severability . If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d) Successors and Assigns . Consultant may not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement; any such purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall limit Company’s right to assign, sell, transfer, delegate or otherwise dispose of any of its rights or obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

(e) Proof of Eligibility to Work in U.S. For purposes of U.S. federal immigration law, Consultant must provide to Company certain documents that confirm Consultant’s identity and prove your eligibility to engage in work activities in the United States, including the performance of the consulting activities contemplated by this Agreement. Such documents shall be provided by Consultant to Company within three business days after date of hire. Company reserves the right to terminate this Agreement if Consultant fails to provide the eligibility documents within said time period.

(f) Additional Company Rules and Regulations, Conflict of Interest Guidelines . As a Company consultant, Consultant will be required to abide by company rules and regulations in force from time-to-time. When so requested by Company, Consultant will be specifically required to sign an acknowledgment that he has read and understand company rules of conduct which may be issued in written or electronic form, or in a company handbook. In addition, Consultant agrees to abide by the Conflict of Interest Guidelines set forth in Exhibit A, attached hereto.

(g) Attorneys’ Fees . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, court costs and necessary disbursements, in addition to any other relief to which the party may be entitled.

Executed as of the Effective Date.

HYPERSOLAR, INC.





By: /s/ Christopher Marquis
Christopher Marquis
President


CONSULTANT:


/s/ Ronald Petkie, Ph.D
Ronald Petkie, Ph.D.

EXHIBIT A

HyperSolar, Inc.

Conflict of Interest Guidelines

It is the policy of HyperSolar, Inc. and its subsidiaries and affiliates (together, "Company") to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, consultants, and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of Company. The following are potentially compromising situations which must be avoided. Any exceptions must be reported to the President and written approval for continuation must be obtained.

( 1 ) Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to Company is intended.

( 2 ) Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to Company.

( 3 ) Participating in civic or professional organizations that might involve divulging confidential information of Company.

( 4 ) Initiating or approving any form of personal or social harassment of employees.

( 5 ) Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of Company.

( 6 ) Borrowing from or lending to employees, customers or suppliers.

( 7 ) Acquiring real estate or property of interest to Company without first receiving written approval from the President.

( 8 ) Improperly using or disclosing to Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

( 9 ) Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their employees and/or consultants.

( 10 ) Making any unlawful agreement with distributors with respect to prices.

( 11 ) Improperly using or authorizing the use of any inventions which are the subject of patent claims of any other person or entity.

( 12 ) Engaging in any conduct which is not in the best interest of Company.

Each officer, employee, consultant, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in immediate termination.

EXHIBIT B

HyperSolar, Inc.

Termination Certificate

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to HyperSolar, Inc. its subsidiaries, affiliates, successors or assigns (together, the "Company").

I further certify that I have complied with all the terms of my Consulting Agreement with Company signed by me (the "Consulting Agreement"), including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by the Consulting Agreement.

I further agree that, in compliance with the Consulting Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of Company.

I further agree that for twelve (12) months from this date, I shall not solicit the employment of any person who shall then be employed by Company (as an employee or consultant) or who shall have been employed by Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all as provided more fully with the Consulting Agreement.



Date:
		Ronald Petkie

ATTACHMENT 8(g)

Consultant’s Pre-Company Inventions :

Title

Date

Identification No. or Brief Description

Subject to §8(g), above

Exhibit 10.7

Consulting Agreement

between

HYPERSOLAR, INC. and NADIR DAGLI

This Consulting Agreement (“Agreement”) is entered into this 1st day of March, 2009 (the “Effective Date”) by and between HyperSolar, Inc., a Nevada corporation, (“Company”) with its principal address at 3225 McLeod Drive, Suite 100, Las Vegas, NV 89121 and NADIR DAGLI, Ph.D ., an individual, (“Consultant”) with his principal address at UCSB Santa Barbara, CA 93106.

Section 2 . Duties & Title . Consultant shall be available to consult with and perform research for Company concerning the business and technology of Company. Unless agreed upon by Company on a case-by-case basis, Consultant will supply all tools, materials, equipment, and transportation required to perform the services under this Agreement. Consultant may perform the services under this Agreement at any suitable time and location he chooses. Such consulting services shall be performed by Consultant for Company using the title “ Chief Scientific Advisor ”; however, such title shall not give rise to an employer-employee relationship. Company shall pay Consultant the fees set forth in this Agreement for making himself available to consult with Company. Consultant will determine the method, details, and means of performing the above-described services. Consultant’s performance under this Agreement shall be conducted with due diligence and in full compliance with the highest professional standards of practice in the industry. Consultant shall at all times comply with all applicable laws and Company’s safety rules in the course of performing the services. If Consultant’s work requires a license, Consultant represents that it has obtained that license, and that such license is in full force and effect and will remain in full force and effect during the term of this Agreement. It is understood and agreed by the parties that, unless expressly authorized by Company, the services hereunder shall be provided by Consultant and no other persons, and that the performance of the services by Consultant is the sole and absolute reason for the engagement of Consultant under this Agreement.

Section 4 . Compensation .

As consideration for the Consultant’s undertaking to be available to provide the services described above, Company agrees to pay to Consultant an hourly fee of One Hundred and Fifty Dollars ($150.00) per hour, payable upon receipt of invoice . Consultant shall seek the advice and counsel of a certified public accountant, tax attorney, or other tax adviser with respect to the tax consequences of the foregoing provisions. Company makes no representations in that regard. All fees paid hereunder are Consultant’s sole compensation for rendering the services to Company.

Section 5 . Product and Project Development .

Section 7 . Intentionally Blank .

Section 8 . Confidentiality and Assignment of Inventions .

List of Pre-Company Inventions Subject to §8(g) :

Title	Date	Identification No. or Brief Description

1.

Initals : _____________

(If more than one, see Attachment 8(g); if none, insert the word “None”)

10. No Solicitation of Employees; Non-Competition .

10.1 During the term of this Agreement, the following provisions apply:

10.2 During the twelve (12) months following the termination of this Agreement, regardless of the reason or circumstances related to such termination, the following provisions apply:

14. Arbitration and Equitable Relief .

15. General Provisions .

(c) Severability . If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

Executed as of the Effective Date.

HYPERSOLAR, INC.




By: /s/ Christopher Marquis
Christopher Marquis
President




CONSULTANT:


/s/ Nadir Dagli, Ph.D
NADIR DAGLI, Ph.D.