SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2011
BIOSOLAR, INC.
(Exact name of registrant as specified in its charter)
Nevada
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333-138910
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20-4754291
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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27936 Lost Canyon Road, Suite 202 , Santa Clarita, CA 91387
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code:
(661) 251-0001
Copies to:
Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32
nd
Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 18, 2011, BioSolar, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Articles of Incorporation (“Certificate”) to effect a reverse stock split of all of the outstanding and authorized shares of Common Stock of the Company at a ratio of 1 for 30 (the “Reverse Split). Pursuant to the Certificate, fractional number of shares will be rounded up to the next highest number of full shares. The Certificate was approved and adopted by the Board of Directors in accordance with the applicable provisions of the Nevada Revised Statutes.
Item 9.01 Financial Statements and Exhibits
d.
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3.1
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Certificate of Amendment, filed on July 18, 2011.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BIOSOLAR, INC.
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Date: July 19, 2011
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By:
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/s/
David Lee
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David Lee
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Chief Executive Officer
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3
Exhibit 3.1
USE BLACK
INK ONLY • DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Articles of incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of corporation:
2.
The articles have been amended as follows:
(provide article numbers, if available)
Article 3. Shares
The corporation is authorized to issue 500,000,000 shares of common stock, par value $0.000l.
Effective upon the filing by the Secretary of State of Nevada of this Certificate of Amendment to the
Certificate of Incorporation (the "Effective Time"), the common stock that the corporation is authorized to
issue prior to the Effective
Time shall be converted at a ratio of one (1) for thirty (30). After the Effective
Time,
the total number of common stock that the corporation is authorized to issue shall be 16,666,667 shares of common stock, par value $.0001. See Annex A.
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3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise
a least a majority of the voting power, or such greater proportion of the voting power as may be
required In the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation• have voted in favor of the amendment is:
4.
Effective date
of filing: (optional)
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(must not be later than 90 days after the certificate is filed)
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5.
Signature: (required)
Signature of Officer
*
If any proposed amendment would alter or change any preference or any relative or other tight given to any class or series of outstanding shares, then the amendment
must
be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
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Nevada Secretary of State Amend Profit-After
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Revised 3-6-09
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ANNEX A
The corporation is authorized to issue 500,000,000 shares of common stock, par value $0.0001.
Effective upon the filing by the Secretary of State of Nevada of this Certificate of Amendment to the Certificate of Incorporation (the
"Effective
Time"), the common stock that the corporation is authorized to issue prior to the Effective Time shall be converted at a ratio of one (1) for thirty (30). After the Effective Time, the
total
number of common stock that the corporation is authorized to issue shall be 16,666,667 shares of common stock, par value $.000l.
After
the
Effective Time, each thirty (30) shares of common stock of the corporation, par value $.0001
("Old Stock")
issued and outstanding or reserved for issuance, shall automatically without any action by
the holder thereof, be changed and reclassified into one (1) share of fully-paid and non-assessable
common stock
("New Stock")
and each certificate which prior to the Effective Time represented thirty
(30) shares of the Old Stock shall, form and after the Effective Time be deemed to represent one (1) share
of the New Stock. Any owner of less than a single full share of New Stock shall
be
entitled to receive the
next highest number of full shares of New Stock in lieu of any interest in New Stock in lieu of such
fractional interest.