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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/05/22 Bitech Technologies Corp. 10-Q/A 3/31/22 40:2.6M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q/A Amendment to Quarterly Report HTML 555K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 18K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 18K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 15K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 15K
11: R1 Cover HTML 67K
12: R2 Condensed Consolidated Balance Sheets HTML 76K
13: R3 Condensed Consolidated Balance Sheets HTML 35K
(Parenthetical)
14: R4 Condensed Consolidated Statements of Operations HTML 87K
(Unaudited)
15: R5 Condensed Consolidated Statements of Cash Flows HTML 76K
(Unaudited)
16: R6 Condensed Consolidated Statements of Changes in HTML 38K
Stockholders' Equity (Unaudited)
17: R7 Condensed Consolidated Statements of Changes in HTML 16K
Stockholders' Equity (Unaudited) (Parenthetical)
18: R8 Description of Business HTML 28K
19: R9 Critical Accounting Policies HTML 48K
20: R10 Stockholders? Equity HTML 36K
21: R11 Acquisition of Bitech Mining HTML 27K
22: R12 Related Party Transactions HTML 19K
23: R13 Subsequent Events HTML 24K
24: R14 Financial Statement Restatement and Correction of HTML 75K
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26: R16 Acquisition of Bitech Mining (Tables) HTML 21K
27: R17 Financial Statement Restatement and Correction of HTML 71K
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29: R19 Critical Accounting Policies (Details Narrative) HTML 15K
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31: R21 Schedule of Fair Value of Assets and Liabilities HTML 30K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 2)
(Mark One)
i ☒ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended i March 31, i 2022 /
i ☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)
For the transition period from _______ to _______.
Commission file number: i 000-27407
i BITECH TECHNOLOGIES CORPORATION
(Name of Registrant in Its Charter)
| i Delaware | i 98-0187705 | |
| (State
or Other Jurisdiction of Incorporation or Organization) |
(I.R.S.
Employer Identification No.) |
(Address of Principal Executive Offices)
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| i Non-accelerated filer ☒ | Smaller reporting company i ☒ |
| Emerging growth company i ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ i No ☒
As of August 1, 2022, there were shares of the registrant’s common stock outstanding.
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Explanatory Note
i In response to an SEC comment letter dated September 30, 2022, the purpose of this Amendment No. 2 to the Form 10-Q/A (“Form 10-Q/A (Amendment No. 2)”) for the period ended March 31, 2022 is to reflect in headings to the financial statements that they have been restated and disclosure in footnote no. 7 to the financial statements and Item 4 (Controls and Procedures) regarding the reporting of the previously disclosed restatement of the financial statements for that quarter and comparative quarter to reflect the proper accounting treatment of the previously disclosed share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among Bitech Technologies Corporation (formerly, Spine Injury Solutions, Inc.) (the “Company”), Bitech Mining Corporation (“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” and is disclosed in Note 4 to the Notes to Condensed Unaudited Financial Statements included in this report. Following completion of the Share Exchange, the Sellers owned a controlling interest in the Company.
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 completion of the Share Exchange are considered the Company’s historical financial results.
The original filing of the Form 10-Q for the period ended March 31, 2022 filed with the SEC on May 6, 2022 (the “Form 10-Q”) erroneously reported the historical financial data of Spine Injury Solutions, Inc. rather than Bitech Mining Corporation, the acquirer for financial reporting purposes in accordance with Generally Accepted Accounting Principles.
No other changes have been made to the Form 10-Q/A (Amendment No. 2). This Form 10-Q/A (Amendment No. 2) speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
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| C: 2 |
FORM 10-Q/A
(Amendment No. 2)
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| 3 |
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q/A (Amendment No. 2) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and in our Annual Report on Form 10-K for the year ended December 31, 2021, and in particular, the risks discussed under the caption “Risk Factors” in Item 1A of this report and in in our Form 10-K, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, risks associated with service demands and acceptance, our ability to expand, changes in healthcare practices, changes in technology, economic conditions, the impact of competition and pricing, government regulation and approvals, impacts and disruptions caused by the COVID-19 pandemic and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
As used herein, the “Company,” “we,” “our,” and similar terms include Bitech Technologies Corporation (formerly Spine Injury Solutions, Inc.) and its subsidiaries and predecessors, unless the context indicates otherwise.
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BITECH TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
(Restated) (Unaudited) | (Restated) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | i 1,166,381 | $ | i 976,947 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $ i 0 and $ i 0 at March 31, 2022 and December 31, 2021, respectively | i 2,272 | - | ||||||
| Total current assets | i 1,168,653 | i 976,947 | ||||||
| Intangible Asset – Exclusive License | i 35,000 | i 35,000 | ||||||
| Total assets | $ | i 1,203,653 | $ | i 1,011,947 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Note payable to shareholder | i 395,000 | - | ||||||
| Accounts payable and accrued liabilities | i 96,854 | i 11,106 | ||||||
| Total current liabilities | i 491,854 | i 11,106 | ||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | - | - | ||||||
| Series A Convertible Preferred stock; $ par value, shares authorized, shares issued and outstanding at March 31, 2022 and December 31, 2021 | i 9,000 | - | ||||||
| Preferred stock, value | - | - | ||||||
| Common stock: $ par value, shares authorized, and shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | i 20,241 | i 20,241 | ||||||
| Additional paid-in capital | i 1,196,679 | i 1,265,559 | ||||||
| Accumulated deficit | ( i 514,121 | ) | ( i 284,959 | ) | ||||
| Total stockholders’ equity | i 711,799 | i 1,000,841 | ||||||
| Total liabilities and stockholders’ equity | $ | i 1,203,653 | $ | i 1,011,947 | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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| 5 |
BITECH TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months ended March 31, 2022 | For the Three Months ended March 31, 2021 | |||||||
(Restated) (Unaudited) | (Restated) (Unaudited) | |||||||
| REVENUE | ||||||||
| Equipment Sales | $ | - | $ | - | ||||
| Service Revenue | - | - | ||||||
| Other Revenue | - | - | ||||||
| TOTAL REVENUE | - | - | ||||||
| COST OF REVENUE | - | - | ||||||
| GROSS PROFIT | - | - | ||||||
| OPERATING EXPENSES | ||||||||
| General & Administrative | i 229,162 | i 17,131 | ||||||
| Total Operating Expenses | i 229,162 | i 17,131 | ||||||
| LOSS FROM OPERATIONS | ( i 229,162 | ) | ( i 17,131 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Miscellaneous Income (Expense) | - | - | ||||||
| Interest Income | - | - | ||||||
| Interest Expense | - | - | ||||||
| Total Other Income (Expense) | - | - | ||||||
| LOSS BEFORE INCOME TAXES | ( i 229,162 | ) | ( i 17,131 | ) | ||||
| BENEFIT (PROVISION) FOR INCOME TAXES | - | - | ||||||
| NET LOSS | $ | ( i 229,162 | ) | $ | ( i 17,131 | ) | ||
| BASIC AND DILUTED LOSS PER SHARE | $ | ( i 0.01 | ) | $ | ( i 0.00 | ) | ||
| WEIGHTED AVERAGE SHARES | i 20,240,882 | i 20,240,882 | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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| 6 |
BITECH TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2022 | 2021 | |||||||
| THREE MONTHS ENDED MARCH 31, | ||||||||
| 2022 | 2021 | |||||||
(Restated) (Unaudited) | (Restated) (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( i 229,162 | ) | $ | ( i 17,131 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation expense | - | - | ||||||
| Common Stock issued for services | i 9,700 | |||||||
| Common Stock issue for Exclusive License | i 10,000 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( i 2,271 | ) | - | |||||
| Advances to Related Party | - | ( i 3,119 | ) | |||||
| Prepaid expenses and other assets | - | - | ||||||
| Accounts payable and accrued liabilities | i 85,747 | - | ||||||
| Net cash provided (used) by operating activities | ( i 145,686 | ) | ( i 550 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase Intangible Asset – Exclusive License | - | ( i 20,000 | ) | |||||
| Net cash used in investing activities | - | ( i 20,000 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Cash from Sale of Common Stock, net | - | i 100,100 | ||||||
| Notes Payable assumed in reverse merger | i 395,000 | |||||||
| Recapitalization – payments to SPIN | ( i 59,880 | ) | ||||||
| Net cash provided by (used) in financing activities | i 335,120 | i 100,100 | ||||||
| Net increase (decrease) in cash and cash equivalents | i 189,434 | i 79,550 | ||||||
| Cash and cash equivalents at beginning of period | i 976,947 | - | ||||||
| Cash and cash equivalents at end of period | $ | i 1,166,381 | $ | i 79,550 | ||||
| Supplementary disclosure of cash flow information: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Taxes paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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| 7 |
BITECH TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(RESTATED) (UNAUDITED)
As of March 31, 2022
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balances, January 21, 2021 (inception) | i 20,240,882 | i 20,241 | - | - | i 1,265,559 | - | i 1,285,800 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | ( i 284,959 | ) | ( i 284,959 | ) | |||||||||||||||||||
| Balances, December 31, 2021 | i 20,240,882 | $ | i 20,241 | - | - | $ | i 1,265,559 | $ | ( i 284,959 | ) | $ | i 1,000,841 | ||||||||||||||||
| Recapitalization | ( i 59,880 | ) | ( i 59,880 | ) | ||||||||||||||||||||||||
| Series A Preferred Shares issued in Share Exchange | i 9,000,000 | i 9,000 | ( i 9,000 | ) | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( i 229,162 | ) | ( i 229,162 | ) | |||||||||||||||||||
| Balances, March 31, 2022 | i 20,240,882 | $ | i 20,241 | i 9,000,000 | $ | i 9,000 | $ | i 1,196,679 | $ | ( i 514,121 | ) | $ | i 711,799 | |||||||||||||||
i i No / dividends were paid for the three months ended March 31, 2022 and 2021.
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
i
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 are a development-stage technology company dedicated to providing a suite of green energy solutions which we call the Evirontek Integrated Platform with a focus on cryptocurrency mining, data centers, commercial and residential utility, electric vehicle, and other renewable energy initiatives. We seek to offer our Evirontek Integrated Platform to resolve the exorbitantly high cost of electricity in crypto mining and related industries. Our initial core technology is Tesdison; a revolutionary U.S. patented self-charging dual-battery system technology providing increased efficiency in power generation. We plan to seek business partnerships with renewable energy providers for various applications and engage with value-added resellers to facilitate and implement our scalable and modular system solution.
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 shares of Bitech Mining’s Common Stock, par value $ per share, representing % 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 shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $ per share (the “Series A Preferred Stock”). Each Bitech Mining Share shall be entitled to receive shares of Series A Preferred Stock. i Each share of Series A Preferred Stock shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Upon conversion of the Series A Preferred Stock, the Sellers were expected to hold, 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”).
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
/ i
NOTE 2. CRITICAL ACCOUNTING POLICIES
The following are summarized accounting policies considered to be critical by our management:
i
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 2021 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, 2022, 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.
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
i
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.
i
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.
i
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 i three years, using the straight-line method.
/ i
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.
i
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, 2022 or December 31, 2021.
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
i
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, 2022 and 2021, we did not recognize any compensation expense during those periods.
i
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.
i
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, 2021, we recognized no estimated interest or penalties as income tax expense.
i
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.
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
i
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, 2022 and 2021, 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.
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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.
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The total number of authorized shares of our common stock was shares at March 31, 2022.
On January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing shares of preferred stock with a par value of $ per share. Such amendment was filed on January 20, 2021.
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
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 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 $ i 1.00 (the “Stated Value”), | |
| ● | i 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 $ i 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 shares of Series A Preferred Stock in exchange for shares of Bitech Mining’s Common Stock, par value $ per share, representing % of the issued and outstanding shares of Bitech Mining.
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NOTE 4. ACQUISITION OF BITECH MINING
On March 31, 2022, the Company acquired shares of Bitech Mining’s Common Stock in exchange for shares of its Series A Preferred Stock representing % 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
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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
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
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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 i 200 square feet and was provided to us at the rental rate of $ i 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.
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On April 14, 2022, the Company issued shares of its restricted Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $ per share. shares vest on April 13, 2023 and shares vest on April 13, 2024, April 13, 2025, and April 13, 2026 so long as the individual is providing services to the Company or one of its subsidiaries.
On April 19, 2022, the Company issued shares of its restricted Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $ per share. .
Effective as of July 8, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) confirmed that it had received the necessary documentation to process the Company’s request to change its name and trading symbol previously disclosed in its Form 8-K filed with the Securities and Exchange Commission on May 2, 2022. The Company’s ticker symbol on the OTCQB tier of the OTC Markets Group. Inc. was changed to “BTTC” on July 8, 2022.
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NOTE 7. FINANCIAL STATEMENT RESTATEMENT AND CORRECTION OF ERROR
On July 20, 2022, the Board of the Companydetermined that its financial statements for the three months ended March 31, 2022 (the “March 31 Financial Statements”) included in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2022 could not be relied upon (the “March 31 Form 10-Q”).
The March 31 Financial Statements included in the Form 10-Q for the three-month period ended March 31, 2022, erroneously did not reflect the accounting perspective of Bitech Mining Corporation (“Bitech Mining”) on March 31, 2022 financial reporting as a result of the Share Exchange discussed below in accordance with ASC 805-40-45-1.
As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 4, 2022, the Company acquired Bitech Mining 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”. Following completion of the Share Exchange, the Sellers owned a controlling interest in the Company.
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 completion of the Share Exchange are considered the Company’s historical financial results.
The Company had initially reflected the restatement and reclassifications in footnote 6 to its financial statements for the period ended June 30, 2022 filed in its Quarterly Report on Form 10-Q for the period then ended as filed with the SEC on August 5, 2022.
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BITECH TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
The effect of correcting this error on the Company’s March 31 Financial Statements is shown in the tables below.
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The following table presents the effect of the restatement on the balance sheet included in the previously issued March 31 Financial Statements:
SCHEDULE OF RESTATEMENT PREVIOUSLY ISSUED
As Previously Reported | Adjustments | As Restated | ||||||||||
| As of March 31, 2022 | ||||||||||||
As Previously Reported | Adjustments | As Restated | ||||||||||
| Accrued expenses (including accrued interest) | i 68,319 | i 28,535 | i 96,854 | |||||||||
| Note payable | i 395,000 | - | i 395,000 | |||||||||
| Additional paid-in capital | i 21,022,725 | ( i 19,826,046 | ) | i 1,196,679 | ||||||||
| Accumulated deficit | ( i 20,311,632 | ) | i 19,797,511 | ( i 514,121 | ) | |||||||
The following table presents the effect of the restatement on the statement of operations included in the previously issued March 31 Financial Statements:
As Previously Reported | Adjustments | As Restated | ||||||||||
| As of March 31, 2022 | ||||||||||||
As Previously Reported | Adjustments | As Restated | ||||||||||
| Total Revenue | i 26,231 | ( i 26,231 | ) | - | ||||||||
| Gross Profit | i 26,231 | ( i 26,231 | ) | - | ||||||||
| Operating, general and administrative expense | i 73,176 | i 155,986 | i 229,162 | |||||||||
| Other income | i 20,000 | ( i 20,000 | ) | - | ||||||||
| Interest expense | ( i 6,140 | ) | i 6,140 | - | ||||||||
| Net loss | ( i 33,085 | ) | ( i 196,077 | ) | ( i 229,162 | ) | ||||||
| Net income per share, basic and diluted | $ | i 0.00 | ( i 0.01 | ) | $ | ( i 0.01 | ) | |||||
The following table presents the effect of the restatement on the statement of shareholder deficit included in the previously issued March 31 Financial Statements:
Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Equity (Deficit) | ||||||||||||||||
| Balance, December 31, 2021, as previously reported | i 20,240,882 | $ | i 20,241 | i 19,869,511 | ( i 20,278,547 | ) | ( i 388,795 | ) | ||||||||||||
| Corrections of errors | ( i 18,603,952 | ) | i 19,993,588 | i 1,389,636 | ||||||||||||||||
| Balance, December 31, 2021, as restated | i 20,240,882 | $ | i 20,241 | $ | i 1,265,559 | $ | ( i 284,959 | ) | $ | i 1,000,841 | ||||||||||
| Balance, As of March 31, 2022, as previously reported | i 20,240,882 | $ | i 20,241 | $ | i 21,022,725 | $ | ( i 20,311,632 | ) | i 740,334 | |||||||||||
| Corrections of errors | ( i 19,826,046 | ) | i 19,797,511 | ( i 28,535 | ) | |||||||||||||||
| Balance, As of March 31, 2022, as restated | i 20,240,882 | $ | i 20,241 | $ | i 1,196,679 | $ | ( i 514,121 | ) | i 711,799 | |||||||||||
The following table presents the effect of the restatement on the statement of cash flows included in the previously issued March 31 Financial Statements:
As Previously Reported | Adjustments | Reclassifications | As Restated | |||||||||||||
| As of March 31, 2022 | ||||||||||||||||
As Previously Reported | Adjustments | Reclassifications | As Restated | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net income | ( i 33,085 | ) | ( i 196,077 | ) | - | ( i 229,162 | ) | |||||||||
| Changes in working capital assets and liabilities: | ||||||||||||||||
| Accounts receivable | i 24,992 | ( i 27,263 | ) | - | ( i 2,271 | ) | ||||||||||
| Accounts payable and accrued expenses | i 7,875 | i 77,872 | - | i 85,747 | ||||||||||||
| Accrued interest on notes payable | - | |||||||||||||||
| Note payable assumed in merger | - | i 395,000 | - | i 395,000 | ||||||||||||
| Cash from acquisition of Bitech Mining Corporation | i 1,150,163 | ( i 1,150,163 | ) | - | - | |||||||||||
| Recapitalization – payments to SPIN | - | ( i 59,880 | ) | - | ( i 59,880 | ) | ||||||||||
| Supplemental schedule of non-cash transactions: | ||||||||||||||||
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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, 2022 and 2021 and for period January 21, 2022 (inception) through December 31, 2021. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 and our financial statements for the period January 21, 2021 (inception) through December 31, 2021 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.”
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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
We are a development-stage technology company dedicated to providing a suite of green energy solutions which we call the Evirontek Integrated Platform with a focus on cryptocurrency mining, data centers, commercial and residential utility, electric vehicle, and other renewable energy initiatives. We seek to offer our Evirontek Integrated Platform to resolve the exorbitantly high cost of electricity in crypto mining and related industries. Our initial core technology is Tesdison; a revolutionary U.S. patented self-charging dual-battery system technology providing increased efficiency in power generation. We plan to seek business partnerships with renewable energy providers for various applications and engage with value-added resellers to facilitate and implement our scalable and modular system solution.
There is an urgency in the global needs of today’s ever-changing energy landscape in the world of cryptocurrency mining where power saving is the most challenging issue for this business. Our goal is to change the future of the cryptocurrency mining businesses by providing our patented revolutionary green technology power-saving solution that has been designed to be safe, reliable, cost effective, and easily scalable.
We plan to initially market the Evirontek Integrated Platform to the cryptocurrency mining industry to reduce the exorbitant high cost of electricity. The Evirontek Integrated Platform, once fully developed, will be comprised of (1) a patented high efficiency electric power generation and charging system which we license and call the “Tesdison Technology”, (2) a chipset and related software component we plan to develop which we call the “Bitech Intellisys-8 Chipset Solution” or “Intellisys-8”, (3) Battery Energy Storage Systems (BESS) technology solution for power grid efficiency, and (4) other complementary clean energy technologies that we plan to acquire. Combined, we refer to these technologies as the Evirontek Integrated Platform.
To respond to the current increasing demand in energy efficiency solutions while expanding our potential revenue options, we also plan to (1) become a Resource Entity (RE) operating our own state-of-the-art Battery Energy Storage Systems (BESS) solution in order to re-optimize the power capacity and balance the grid with intelligent time peak shifting control, and (2) penetrate into the solar power plant market and partner with or acquire outdated, mid-field solar power plants in the U.S., especially in California and Texas, and implement a BESS solution to increase energy efficiency and monetize time peak shifting implementation with targeted power plants ranging from 20MW to 500MW. Our planned containerized BESS solution is expected to provide a high level of user-friendly and seamless integration, intelligent monitoring ability with multimode authorization for dynamic connection, ultimate safety features, and flexible application via modular design, while enhancing robustness for interference from external factors in the field.
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The Company acquired Bitech Mining Corporation, a Wyoming corporation (“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 shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Upon conversion of the Series A Preferred Stock, the Sellers will hold, 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:
Management Services Agreement
On the Closing Date, the Company, Quad and Peter L. Dalrymple (“Dalrymple”), a former director of the Company, entered into a Management Services Agreement (the “MSA”) whereby Dalrymple agreed to act as the general manager of the video recording operations of Quad and collect certain accounts receivable of the Company (the “Services”). In exchange for providing the Services, the Company agreed to pay Dalrymple a fee equal to the net revenues derived from these operations after payment of all operating expenses related to such operations. The term of the MSA commences on the Closing Date and continues until the earlier to occur of the following: (i) 90 days after the Closing Date; (ii) the Company and Dalrymple’s mutual written consent; or (iii) any material breach of the MSA by either party, provided that the breaching party has been provided written notice of such breach and has failed to cure such breach within ten (10) days of receipt of such written notice.
Amendment to the Note
On the Closing Date, the Company, Quad and Dalrymple, entered into an Amendment to the Secured Promissory Note (the “Note Amendment”) whereby Dalrymple agreed that (i) the principal and accrued interest outstanding under the Secured Promissory Note dated August 31, 2020 as amended on October 29, 2021 issued by the Company in favor of Dalrymple (collectively, the “Note”) is $95,000 as of the Closing Date, (ii) the date on which the outstanding principal and accrued interest is due is 90 days after the Closing Date, (iii) any obligations of (x) the Company that become due and owing to Bitech Mining or the Sellers under Section 4.07(c) of the Share Exchange Agreement or (y) that become due and owing under Section 6.12 of the MSA may be offset against any amounts owed by the Company or Quad under the Note and (iv) all claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Note, or the negotiation, execution or performance of the Note (including any representation or warranty made in or in connection with the Note or as an inducement to enter into the Note or this Amendment), may be made only against Quad, and SPIN who is not a party to the Note as of the Closing Date, including without limitation any past, present or future director, officer, employee, incorporator, member, manager, partner, equity holder, affiliate, agent, attorney or representative of SPIN (“SPIN Parties”), shall have no liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of the SPIN Parties) for any obligations or liabilities arising under, in connection with or related to the Note or for any claim based on, in respect of, or by reason of the Note or its negotiation or execution, and Dalrymple waives and releases all such liabilities, claims and obligations against any such SPIN Parties.
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Amendment to the Security Agreement
On the Closing Date, the Company, Quad and Dalrymple, entered into an Amendment to Security Agreement (the “Security Agreement Amendment”) whereby the parties to that agreement agreed that (i) Quad shall be included with the Company as an additional debtor for all purposes in the Security Agreement entered into between the Company and Dalrymple dated August 31, 2020 (the “Security Agreement”), (ii) Quad’s collateral obligations under the Security Agreement shall only relate to its accounts receivable, and the collateral described relating to “Pledged Securities” as defined in the Security Agreement shall not apply to Quad’s obligations under the Security Agreement, (iii) the Company’s pledge of its accounts receivables as provided for in the Security Agreement will be limited solely to the Company’s accounts receivables in existence as of March 27, 2022 at 11:59 P.M. ET, and shall not apply to any after acquired accounts receivables and (iv) the Company is authorized to file an amended financing statement to reflect the terms of Security Agreement Amendment and Quad shall promptly file a financing statement reflecting the terms set for in such amendment.
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”).
Additionally, the COVID-19 pandemic has made it difficult for us to collect our accounts receivable, as attorney and medical offices are closed resulting in delayed settlements and medical procedures being canceled, which affects our lease revenue. We are uncertain how this pandemic will affect our ability to collect in the future or its overall effect on our lease revenue.
Comparison of the three month period ended March 31, 2022 with the three month period ended March 31, 2021.
The Company has not generated any revenues from its primary business for the three months ended March 31, 2022 and March 31, 2021.
During the three months ended March 31, 2022, we incurred $229,162 of general and administrative expenses compared to $17,131 for the same period in 2021. General and administrative expenses have increased during 2022 compared to 2021 as the Company moves from development stage to revenue generation.
As a result of the foregoing, we had net loss of ($229,162) for the three months ended March 31, 2022, compared to a net loss of ($17,131) for the three months ended March 31, 2021.
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, 2022 and December 31, 2021, we had total current liabilities of $491,834 and $11,106, respectively, and current assets of $1,168,653 and $976,947, respectively, to meet our current obligations. As of March 31, 2022, we had working capital of $676,810, a decrease of working capital of $289,031 as compared to December 31, 2021, driven primarily by cash used in operations.
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For the three months ended March 31, 2022, cash used in operations was ($145,686) which primarily included the net loss of ($229,162) partially offset by an increase of accounts payable and accrued liabilities of $85,747.
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, 2022, cash generated from financing activities was not sufficient to fund the full development of the components of the Evirontek Integrated Platform, in particular, 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, develop and commercialize the Evirontek Integrated Platform and the capital expenditures associated with that project. 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.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report on Form 10-Q/A (Amendment No. 2), 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.
Transactions with Related Parties
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.
Also, see discussion above regarding the MSA, the Note, the Note Amendment, the Security Agreement and the Security Agreement Amendment.
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, 2022.
Critical Accounting Policies
See Note 2 of the accompanying notes to unaudited condensed consolidated financial statements, which note is incorporated herein by reference.
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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 were not 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, 2022. 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 not effective as of March 31, 2022.
Based on that evaluation we have identified a material weakness in our disclosure controls and procedures over financial reporting related to the Company’s financial statements for the three months ended March 31, 2022 (the “March 31 Financial Statements”) that erroneously did not reflect the accounting perspective of Bitech Mining Corporation (“Bitech Mining”) in the March 31, 2022 financial reporting as a result of the Share Exchange in accordance with ASC 805-40-45-1. This error caused us to restate our consolidated financial statements for the three months ended March 31, 2022. Solely as a result of this material weakness, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of March 31, 2022.
Remediation of Material Weakness in Disclosure Controls
We have revised our disclosure control procedures and policies which includes appropriate controls and procedures for financial reporting of transactions and the application of generally accepted accounting principles. We believe these actions will be sufficient to remediate the material weakness described above and strengthen our disclosure controls and procedures over financial reporting.
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 other than the remediation of the material weakness in disclosure controls as disclosed above.
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.
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In addition to the other information set forth in this report, one should carefully consider the discussion of various risks and uncertainties contained in Part I, Item 1A, “Risk Factors” in our 2021 Annual Report on Form 10-K. We believe the risk factors presented in this filing and those presented on our Form 10-K are the most relevant to our business and could cause our results to differ materially from any forward-looking statements made by us.
The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on our business, results of operations and financial condition, and other pandemics, epidemics or disease outbreaks could have a similar impact. The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted.
The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, social distancing guidelines, quarantines, shelter in place orders and business shutdowns. These measures have not only negatively impacted consumer spending and business spending habits, they have also adversely impacted and may further impact our workforce and operations and the operations of our customers, suppliers and business partners. The duration of these measures is unknown and may be extended, and additional measures may be imposed. This will likely continue to adversely affect our business, results of operations and financial condition.
The COVID-19 pandemic has made it difficult for us to collect our accounts receivable, as attorney and medical offices are closed resulting in delayed settlements and medical procedures being canceled, which affects our lease revenue. We are uncertain how this pandemic will affect our ability to collect in the future or its overall effect on our lease revenue.
Further, COVID-19 has caused us to modify our business practices, including restricting employee travel, modifying employee work locations, increasing reliance on remote access to our information systems, implementing social distancing and enhanced sanitary measures in our offices, we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. Further, our enhanced reliance on remote access to our information systems increases our exposure to cybersecurity attacks or data security incidents.
COVID-19 has had, and is expected to continue to have, an adverse impact on our business, results of operations and financial condition. The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future. The impact of COVID-19 may also exacerbate other risks discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, any of which could have a material effect on us. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
Not applicable.
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* Incorporated by reference from our previous filings with the SEC.
| + | Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
| † | Includes management contracts and compensation plans and arrangements. |
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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: October 5, 2022 | By: | /s/ Benjamin Tran |
| Benjamin Tran | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: October 5, 2022 | By: | /s/ Robert J. Brilon |
| Robert J. Brilon | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
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| This ‘10-Q/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/13/26 | ||||
| 4/13/25 | ||||
| 4/13/24 | ||||
| 4/18/23 | ||||
| 4/13/23 | ||||
| 12/31/22 | ||||
| 12/15/22 | ||||
| Filed on: | 10/5/22 | |||
| 9/30/22 | ||||
| 8/5/22 | 10-Q | |||
| 8/1/22 | ||||
| 7/20/22 | 8-K | |||
| 7/8/22 | 8-K | |||
| 6/30/22 | 10-Q | |||
| 5/6/22 | 10-Q | |||
| 5/2/22 | 8-K | |||
| 4/29/22 | 8-K, 8-K/A | |||
| 4/19/22 | 4 | |||
| 4/14/22 | 8-K | |||
| 4/4/22 | 4, 8-K | |||
| For Period end: | 3/31/22 | 10-Q, 10-Q/A, 3 | ||
| 3/30/22 | 8-K | |||
| 3/27/22 | ||||
| 1/21/22 | ||||
| 12/31/21 | 10-K | |||
| 10/29/21 | ||||
| 3/31/21 | 10-Q | |||
| 1/21/21 | 8-K | |||
| 1/20/21 | ||||
| 1/19/21 | 8-K, DEF 14A, PRE 14A | |||
| 8/31/20 | 8-K | |||
| 12/15/18 | ||||
| 3/4/98 | ||||
| List all Filings | ||||