NOTE
1. DESCRIPTION OF BUSINESS
Bitech
Technologies Corporation (formerly, Spine Injury Solutions Inc.) (the “Company”, “we” or “us”) was
incorporated under the laws of Delaware on March 4, 1998. In connection with the Company’s planned expansion of its business following
the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate
of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State
of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation.
We have refocused our business development plans as we seek to position
ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with industry focus on green
data centers, commercial and residential utility, EV infrastructure, and other renewable energy initiatives. We plan to pursue these innovative
energy technologies through research and development, planned acquisitions of other green energy technologies and plans to become a grid-balancing
operator using Battery Energy Storage System (BESS) solutions and applying new green technologies in power plants as a technology enabler
in the green energy sector. While participating in the clean energy economy, we are seeking business partnerships with defensible technology
innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement
or manufacture these innovative, scalable energy system solutions with technological focuses on smart grids, Building Energy Management
System (BEMS), energy storage, and EV infrastructure. In light of these initiatives and our determination
that the electric power generation and charging system we had been developing was not functional nor was it capable of being developed
into a commercially viable product, we elected to discontinue our efforts to commercialize this technology.
The
Company acquired Bitech Mining on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share
Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech
Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in
his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the
Share Exchange Agreement is hereinafter referred to as the “Share Exchange”). The Share Exchange Agreement provides that
the Company will acquire from the Sellers, an aggregate of 94,312,250
shares of Bitech Mining’s Common Stock, par value $0.001
per share, representing 100%
of the issued and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”). In consideration of
the Bitech Mining Shares, the Company issued to the Sellers an aggregate of 9,000,000
shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $0.001
per share (the “Series A Preferred Stock”). Each Bitech Mining Share shall be entitled to receive 0.09543
shares of Series A Preferred Stock. Each
share of Series A Preferred Stock automatically converted into 53.975685 shares (an aggregate of 485,781,168) of the Company’s
Common Stock (the “Company Common Stock”) effective as of June 27, 2022 upon filing of an amendment to its Certificate
of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000. Upon
conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96%
of the issued and outstanding shares of Company capital stock on a fully diluted basis.
The
Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered
the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of
the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,
the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical
financial results.
Prior
to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”)
used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic
services (collectively, the “QVH Business”).
BITECH
TECHNOLOGIES CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2. CRITICAL ACCOUNTING POLICIES
The
following are summarized accounting policies considered to be critical by our management:
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission (the “SEC”). Certain information and footnote disclosures, normally included in consolidated financial
statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, we believe that the disclosures are adequate
to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto included in our 2022 Annual Report as filed on Form 10-K. In the
opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position with
respect to the interim condensed consolidated financial statements and the results of its operations for the interim period ended March
31, 2023, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full
year.
Revenue
recognition
The
Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes
principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s
contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer
of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange
for those goods or services recognized as performance obligations are satisfied.
The
Company has assessed the impact of the guidance by performing the following five steps analysis:
Step
1: Identify the contract
Step
2: Identify the performance obligations
Step
3: Determine the transaction price
Step
4: Allocate the transaction price
Step
5: Recognize revenue
Substantially
all of the Company’s revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract
with a customer. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of
the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The
Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with
customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to
consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event.
Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components
nor variable consideration. There are no returns and there is no allowances. All of the Company’s contracts have a single performance
obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates
are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s
best judgment at the time the estimate is made.
BITECH
TECHNOLOGIES CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Fair
Value of Financial Instruments
Cash,
accounts receivable, accounts payable, accrued liabilities and notes payable as reflected in the consolidated financial statements, approximates
fair value. Fair value estimates are made at a specific point in time, based on relevant market information and information about the
financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore
cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents consist of liquid investments with original maturities of three months or less. Cash equivalents are stated at cost,
which approximates fair value. We maintain cash and cash equivalents in banks which at times may exceed federally insured limits. We
have not experienced any losses on these deposits.
Property
and Equipment
Property
and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are
removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations.
Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized.
Property
and equipment consist of computers and equipment and are depreciated over their estimated useful lives of three years, using the straight-line
method.
Long-Lived
Assets
We
periodically review and evaluate long-lived assets when events and circumstances indicate that the carrying amount of these assets may
not be recoverable. In performing our review for recoverability, we estimate the future cash flows expected to result from the use of
such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying
amount of the related assets, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment
loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash
flows.
Concentrations
of Credit Risk
Assets
that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable arise from a diversified customer
base and, therefore, we believe the concentration of credit risk is minimal. We evaluate the creditworthiness of customers before any
services are provided. We record a discount based on the nature of our business, collection trends, and an assessment of our ability
to fully realize amounts billed for services. We have no accounts receivable to warrant any allowance at March 31, 2023 or December 31,
2022.
BITECH
TECHNOLOGIES CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Stock
Based Compensation
We
account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors,
including employee stock options, based on estimated fair values. Under authoritative guidance issued by the Financial Accounting Standards
Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the
date of grant using an option-pricing model. The value of awards that are ultimately expected to vest is recognized as expense over the
requisite service periods in our consolidated statements of operations. We use the Black-Scholes Option Pricing Model to determine the
fair-value of stock-based awards. During the three months ended March 31, 2023 and 2022, we recognized $64,000 and $0, respectively as
compensation expense during those periods.
Income
Taxes
We
account for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized
based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and
liabilities and their respective tax basis. We establish a valuation allowance to the extent that it is more likely than not that deferred
tax assets will not be utilized against future taxable income.
Uncertain
Tax Positions
Accounting
Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being
recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent).
Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical
merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify
for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved
through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax
position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely
than not threshold of being sustained.
We
are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax
expense based upon the outcomes of such matters. When applicable, we will adjust tax expense to reflect our ongoing assessments of such
matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results.
Under
ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability.
As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of
limitations) or are not expected to be paid within one year are not classified as current. Estimated interest and penalties are recognized
as income tax expense and tax credits as a reduction in income tax expense. For the year ended December 31, 2022, we recognized no estimated
interest or penalties as income tax expense.
Legal
Costs and Contingencies
In
the normal course of business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other
matters. We expense these costs as the related services are received.
If
a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have
the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce
the estimated loss if recovery is also deemed probable.
BITECH
TECHNOLOGIES CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Net
Loss per Share
Basic
and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods
presented. During the three months ended March 31, 2023 and 2022, common stock equivalents from outstanding stock options and warrants
have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such
securities were anti-dilutive. The net loss per share is calculated by dividing the net loss by the weighted average number of shares
outstanding during the periods.
Recent
Accounting Pronouncements Not Yet Adopted
In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments. ASU No. 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting
principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the
reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU No. 2016-13
amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.
In November 2019, the FASB issued ASU No. 2019-10 to amend the effective date for entities that had not yet adopted ASU No. 2016-13.
Accordingly, the provisions of ASU No. 2016-13 are effective for annual periods beginning after December 15, 2022, with early application
permitted in annual periods beginning after December 15, 2018. The amendments of ASU No. 2016-13 should be applied through a cumulative-effect
adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently
evaluating the future impact of ASU No. 2016-13 on the Company’s consolidated financial position, results of operations and disclosures.
NOTE
3. STOCKHOLDERS’ EQUITY
The
total number of authorized shares of our common stock was 1,000,000,000 shares at March 31, 2023.
On
January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing 10,000,000 shares
of preferred stock with a par value of $0.001 per share. Such amendment was filed on January 20, 2021.
BITECH
TECHNOLOGIES CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On
March 30, 2022, the Secretary of State of Delaware acknowledged the Company’s filing of a Certificate of Designations of Preferences
and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State
creating a series of 9,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”) to be issued in connection
with the Share Exchange. The Certificate of Designations include:
|
● |
the
stated value of each share is $1.00 (the “Stated Value”), |
|
|
|
|
● |
each
share has 53.9757 votes per share on any matter, event or action submitted to the holders of our common stock for a vote or on which
the holders of our common stock have a right to vote, |
|
|
|
|
● |
each
share is automatically convertible into shares of our common stock determined by dividing (i) the Stated Value by (ii) the Conversion
Price then in effect. Initially, the “Conversion Price” is $0.018526887 per share, subject to adjustment as described
below on the first business day immediately following the earlier of (a) the date on which the Secretary of State of Delaware shall
have filed the Certificate of Designations; and (b) the date on which FINRA has affected a reverse stock split of the Company’s
outstanding common stock, after all required approvals by the Company’s board of directors and its stockholders, in either
(a) or (b), so that there are a sufficient number of shares of the Company’s Common Stock authorized but unissued to permit
a full conversion of all the Series A Preferred Stock based upon the Conversion Price, |
|
|
|
|
● |
the
conversion price of the Series A Preferred Stock is subject to proportional adjustment in the event of stock splits, stock dividends
and similar corporate events, and |
|
|
|
|
● |
upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), each holder
of the Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount
equal to the Stated Value, plus any other fees or liquidated damages then due and owing thereon under the Certificate of Designations,
for each share of Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities
(as hereinafter defined), and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets
to be distributed to each holder of the Series A Preferred Stock shall be ratably distributed among each such holder in accordance
with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. |
On
March 31, 2022, we issued 9,000,000
shares of Series A Preferred Stock in exchange
for 94,312,250
shares of Bitech Mining’s Common Stock,
par value $0.001
per share, representing 100%
of the issued and outstanding shares of Bitech Mining. Each share of Series A Preferred Stock automatically converted into 53.975685
shares (an aggregate of 485,781,168) of the Company’s Common Stock effective as of June 27, 2022 upon filing of an amendment to
its Certificate of Incorporation increasing the number of the authorized shares of Common Stock to 1,000,000,000.
In connection
with the settlement of litigation involving the Company, Calvin Cao (“C. Cao”) and SuperGreen Energy Corporation (“SuperGreen,”
together with C. Cao, the “C. Cao Parties”), the Company canceled 51,507,749 shares of its Common Stock effective February
20, 2023 (the “Cancelled Shares”). The Cancelled Shares had been issued to SuperGreen pursuant to a License Agreement entered
into between Bitech Mining and SuperGreen dated January 15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the “License
Agreement”). The License Agreement was terminated effective February 20, 2023 as well.
As of March
31, 2023, the Company agreed to issue 528,104
shares of its Common Stock to its legal counsel as partial payment for legal services. The shares were valued at $15,844 (equal
to the fair market value of the common stock as of March 31, 2023).
NOTE
4. ACQUISITION OF BITECH MINING
On
March 31, 2022, the Company acquired 94,312,250 shares of Bitech Mining’s Common Stock in exchange for 9,000,000 shares of its
Series A Preferred Stock representing 100% of the issued and outstanding shares of Bitech Mining.
The
Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered
the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of
the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,
the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical
financial results.
The
Combination of the Company and Bitech Mining is considered a business acquisition and the method used to present the transaction is the
acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities
and operations of the acquired business were combined at their market value of the acquisition date, which is the date when the acquirer
gains control over the acquired company
The
following table summarizes the consideration paid for Bitech Mining and the fair value amounts of assets acquired and liabilities assumed
recognized at the acquisition date:
SCHEDULE
OF FAIR VALUE OF ASSETS AND LIABILITIES
| |
| | |
Purchase price | |
$ | 1,113,679 | |
| |
| | |
Cash | |
$ | 1,150,163 | |
Total assets: | |
$ | 1,185,163 | |
Less: liabilities assumed | |
$ | (71,484 | ) |
Net assets acquired | |
$ | 1,113,679 | |
Purchase price in excess of net assets acquired | |
$ | 0 | |
BITECH
TECHNOLOGIES CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
5. RELATED PARTY TRANSACTIONS
Up
until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092. This office space encompasses
approximately 200 square feet and was provided to us at the rental rate of $1,000 per month under a month-to-month agreement with Northshore
Orthopedics, Assoc. (“NSO”), a company owned by William Donovan, M.D., our former director and Chief Executive Officer. The
rent included the use of the telephone system, computer server, and copy machines. We discontinued paying rent in December 2021 due to
a lack of funds, and since then NSO has provided the Company this office space rent free.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bitech Technologies
Corporation (the “Company,” “Bitech Technologies,” “our” or “we”) is for the three months
ended March 31, 2023 and 2022. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements
for the three months ended March 31, 2023 and 2022 and the accompanying notes for such period included in our Current Report on Form
8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022. Our financial statements are prepared in accordance
with accounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in
this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.
The
information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements”
and certain “forward-looking information” as defined under applicable United States securities laws and Canadian securities
laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect
or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by,
followed by or that include words such as “may”, “will”, “would”, “could”, “should”,
“believes”, “estimates”, “projects”, “potential”, “expects”, “plans”,
“intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”,
“goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding:
our ability to become profitable and generate cash in our operating activities; our need for substantial additional financing to operate
our business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; our significant indebtedness
and significant restrictions on our operations; our ability to develop and manufacture each of the components of our planned Evirontek
Integrated Platform; the impact of global climate change on our ability to conduct future operations; our dependence on key inputs, suppliers
and skilled labor for the production of each of the components of the Evirontek Integrated Platform; our ability to attract and retain
key personnel; growth-related risks, including capacity constraints and pressure on our internal systems and controls; risk related to
the protection of our intellectual property and our exposure to infringement or misappropriation claims by third parties; risks related
to competition; risks related to our lack of internal controls over financial reporting and their effectiveness; increased costs we are
subject to as a result of being a public company in the United States; and other events or conditions that may occur in the future.
Forward-looking
statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments.
These statements speak only as at the date they are made and are based on information currently available and on the then current expectations
of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks,
uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which
was expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties described in “Risk
Factors.”
Although
we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should
not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results
could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to
the risks described in “Risk Factors.”
Consequently,
all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements,
and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they
will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be
considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may
issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, other than as required under securities legislation.
Overview
of the Business
Currently,
we have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to
providing a suite of green energy solutions with industry focus on green data centers, commercial and residential utility, EV infrastructure,
and other renewable energy initiatives. We plan to pursue these innovative energy technologies through research and development, planned
acquisitions of other green energy technologies and plans to become a grid-balancing operator using Battery Energy Storage System (BESS)
solutions and applying new green technologies in power plants as a technology enabler in the green energy sector. While participating
in the clean energy economy, we are seeking business partnerships with defensible technology innovators and renewable energy providers
to facilitate investments, provide new market entries toward emerging-growth regions and implement or manufacture these innovative, scalable
energy system solutions with technological focuses on smart grids, Building Energy Management System (BEMS), energy storage, and EV infrastructure.
To
accelerate growth of a planned intellectual property (IP) portfolio through acquisition strategies, we plan to execute our Smart Acquisition
Model with selected acquisitions of defensible technologies accompanied with visionary management teams who can demonstrate a common
goal with us in order to unlock the full potential with capital infusion, accelerate growth. To achieve our development plans, we plan
to incubate those acquired companies toward foreseeable plans for mergers and acquisitions, formation of global joint ventures, while
facilitating new market entry to today’s fastest growing Southeast Asia region. With this acquisition model, we expect to build
a valuable technology portfolio of IP assets in various innovative green energy technologies, leveraging our network of global capital
partners with low-cost manufacturing capacity and oversea outsourcing technical talents from our niche sources in Vietnam.
Further,
we plan to execute a Dual Growth Business Model as depicted in the diagram below encompassing (1) IP portfolio growth which includes
technology licensing or technology acquisitions, enhanced with our plans to carry out research and development for specific applications,
and (2) sustainable revenue growth by executing planned BESS acquisitions via joint ventures with capital partners to collect joint venture
income from BESS operations or Vietnam-based manufacturing partners which can manufacture products derived from our technology solutions.
In
light of these initiatives and other reasons noted below, the Company has, however, elected to discontinue its efforts to commercialize
the electric power generation and charging system (the “Tesdison Technology”) it licensed from SuperGreen pursuant to the
SuperGreen License. The Company has determined that the Tesdison Technology was not functional nor was it capable of being developed
into a commercially viable product as had been represented to the Company by SuperGreen, its founder Calvin Cao, and his brother Michael
Cao, leading up to Bitech Mining entering into the SuperGreen License. In addition, the Company will temporarily pause the further development
of Intellisys-8, the Company’s planned chipset and related software that had been designed to reduce power consumption and heat
in computer systems and accelerate their computational speed due to the currently unfavorable market conditions within the cryptocurrency
market.
The Company acquired Bitech Mining on March 31, 2022 pursuant to a Share
Exchange Agreement. Pursuant to the Share Exchange Agreement we acquired an aggregate of 94,312,250 shares of Bitech Mining’s Common
Stock representing 100% of the issued and outstanding shares of Bitech Mining in exchange for an aggregate of 9,000,000 shares of the
Company’s newly authorized Series A Convertible Preferred Stock. Effective June 27, 2022, each share of Series A Preferred Stock
automatically converted into 53.975685 shares (an aggregate of 485,781,168) of the Company’s Common Stock upon filing of an amendment
to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000. Upon conversion
of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company
capital stock on a fully diluted basis.
The
Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered
the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of
the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,
the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical
financial results.
The
following agreements were entered into in connection with the acquisition of Bitech Mining:
Agreements
involving Peter L. Dalrymple. On March 31, 2022, the Company, Quad and Peter L. Dalrymple (“Dalrymple”), a former director
of the Company, entered into the MSA, Note Amendment and Security Agreement Amendment. See “Item 1 - Business – Acquisition
of Bitech Mining Corporation.”
Disposition
of Quad Video Assets. On June 30, 2022, we completed the sale of the Quad Video Assets pursuant to the terms of the Quad Video APA and
the sale of certain accounts receivables related to our former spine pain management business pursuant to the terms of the SPIN Accounts
Receivable APA. See “Item 1 - Business – Disposition of Quad Video Assets.”
Prior
to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”)
used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic
services (collectively, the “QVH Business”). On June 30, 2022, we sold the assets related to the QVH Business.
Comparison
of the three month period ended March 31, 2023 with the three month period ended March 31, 2022.
The
Company has not generated any revenues from its primary business for the three months ended March 31, 2023 and March 31, 2022.
During
the three months ended March 31, 2023, we incurred $239,079 of general and administrative expenses compared to $229,162 for the same
period in 2022. General and administrative expenses have been mostly consistent during 2023 compared to 2022 as the Company moves from
development stage to revenue generation.
As
a result of the foregoing, we had net loss of ($232,079) which included $7,000 other income to offset the general and administrative
expenses for the three months ended March 31, 2023, compared to a net loss of ($229,162) for the three months ended March 31, 2022.
Working
Capital
The
calculation of Working Capital provides additional information and is not defined under GAAP. We define Working Capital as current assets
less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP.
This information is intended to provide investors with information about our liquidity.
Other
companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
Liquidity
and Capital Resources
As
of March 31, 2023 and December 31, 2022, we had total current liabilities of $26,062 and $19,067, respectively, and current assets of
$71,153 and $210,723, respectively, to meet our current obligations. As of March 31, 2023, we had working capital of $47,091, a decrease
of working capital of $191,656 as compared to December 31, 2022, driven primarily by cash used in operations.
For
the three months ended March 31, 2023, cash used in operations was ($136,570)
which primarily included the net loss of ($232,079) primarily offset by $64,000 of non-cash option valuation recorded as stock compensation.
We have a history of operating losses. We have not
yet achieved profitable operations and expect to incur further losses. We have funded our operations primarily from equity financing.
As of March 31, 2023, cash generated from financing activities was not sufficient to fund our growth strategy in the short-term or long-term.
The primary need for liquidity is to fund working capital requirements of the business, including operational expenses in
connection with our efforts to become a provider of a suite of green energy solutions. The primary source of liquidity has primarily
been private financing transactions. The ability to fund operations, to make planned capital expenditures, to execute on the development
and commercialization of the Evirontek Integrated Platform depends on our ability to raise funds from debt and/or equity financing which
is subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control. There can
be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially
reasonable terms.
On May 8, 2023, we announced that we entered into
a letter of intent with Nam Viet Green Energy JSC, (“Nam Viet Energy”), a Vietnam partner to provide up to $300 million in
financing for selected projects related to solar and Battery Energy Storage System (BESS) projects. Funding pursuant to this letter of
intent is subject to Nam Viet Energy’s completion of due diligence for each renewable energy sector project and execution of definitive
agreements with prospective target companies. The funding under any investment from Nam Viet Energy and its capital partners from Southeast
Asia is expected to occur within fiscal year 2023 with extension to fiscal year 2024.
Off-Balance
Sheet Arrangements
As
of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance-sheet arrangements that have, or are reasonably likely
to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations
as liquidity and capital resources.
Changes
in or Adoption of Accounting Practices
There
were no material changes in or adoption of new accounting practices during the three months ended March 31, 2023.
Critical
Accounting Policies
See
Note 2 of the accompanying notes to unaudited condensed consolidated financial statements, which note is incorporated herein by reference.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
principal executive officer and principal financial officer are responsible for establishing and maintaining our disclosure controls
and procedures. Such officers have concluded (based upon their evaluation of these controls and procedures as of the end of the period
covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed
by us in this report is accumulated and communicated to management, including our principal executive and principal financial officer
as appropriate, to allow timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) were effective as of March 31, 2023.
Changes
in Internal Control Over Financial Reporting
Our
principal executive officer and principal financial officer have also indicated that, upon evaluation, there were no changes in our internal
control over financial reporting or other factors during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Our
management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or
our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations
in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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 thereunto duly authorized.
|
Bitech
Technologies Corporation |
|
|
|
Date:
May 15, 2023 |
By: |
/s/
Benjamin Tran |
|
|
Benjamin
Tran |
|
|
Chief
Executive Officer (Principal Executive Officer) |
Date:
May 15, 2023 |
By: |
/s/
Robert J. Brilon |
|
|
Robert
J. Brilon |
|
|
Chief
Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT
31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY
ACT OF 2002
I,
Benjamin Tran, Chief Executive Officer of Bitech Technologies Corporation, certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q of Bitech Technologies Corporation for the quarter ended March 31, 2023. |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this
report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15 (e) and 15d- 15 (e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s
most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control
over financial reporting; and
5. |
I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s independent
registered public accounting firm and the audit committee of the issuer’s board of directors (or persons performing the equivalent
functions): |
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal
control over financial reporting.
Date:
May 15, 2023 |
By: |
/s/
Benjamin Tran |
|
|
Benjamin
Tran |
|
|
Chief
Executive Officer (Principal Executive Officer) |
EXHIBIT
31.2
CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY
ACT OF 2002
I,
Robert J. Brilon, the Chief Financial Officer of Bitech Technologies Corporation, certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q of Bitech Technologies Corporation for the quarter ended March 31, 2023; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this
report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15 (e) and 15d- 15 (e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s
most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control
over financial reporting; and
5. |
I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s independent
registered public accounting firm and the audit committee of the issuer’s board of directors (or persons performing the equivalent
functions): |
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal
control over financial reporting.
Date:
May 15, 2023 |
By: |
/s/
Robert J. Brilon |
|
|
Robert
J. Brilon |
|
|
Chief
Financial Officer (Principal Financial Officer) |
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO RULE 13a-14(b) OR
RULE
15d-14(b) and 18 U.S.C. §1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Bitech Technologies Corporation (the “Company”) on Form 10-Q for the quarter ended
March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Tran,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date:
May 15, 2023 |
By: |
/s/
Benjamin Tran |
|
|
Benjamin
Tran |
|
|
Chief
Executive Officer (Principal Executive Officer) |
The
foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), and is not to be incorporated by reference into any filing
of Bitech Technologies Corporation under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO RULE 13a-14(b) OR
RULE 15d-14(b) and 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Bitech
Technologies Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Robert J. Brilon, the Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2023 |
By: |
/s/ Robert J. Brilon |
|
|
Robert J. Brilon |
|
|
Chief Financial Officer (Principal Financial Officer) |
The foregoing certification is not deemed filed
with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), and is not to be incorporated by reference into any filing of Bitech Technologies Corporation under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language
in such filing.