Spine Pain Management, Inc – ‘10SB12G/A’ on 1/5/00 – EX-99.(A)

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          47    197K 
                          Small-Business Issuer                                  
 2: EX-3.(I)    Articles of Incorporation/Organization or By-Laws      4     16K 
 3: EX-3.(II)   Articles of Incorporation/Organization or By-Laws     10     39K 
 4: EX-4        Instrument Defining the Rights of Security Holders    10     39K 
 5: EX-10.(A)   Material Contract                                     16     36K 
 6: EX-10.(B)   Material Contract                                     15     34K 
 7: EX-10.(C)   Material Contract                                      2      8K 
 8: EX-10.(D)   Material Contract                                      2      8K 
 9: EX-27       Financial Data Schedule                                2±    10K 
10: EX-99.(A)   Miscellaneous Exhibit                                  8     26K 
11: EX-99.(B)   Miscellaneous Exhibit                                  4     17K 

EX-99.(A)   —   Miscellaneous Exhibit

EX-99.(A)
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 EXHIBIT 99(a)

EX-99.(A)
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SHARE EXCHANGE AGREEMENT  (hereinafter referred to as "Agreement") between Delta
Capital Technologies,  Inc., a Delaware corporation  (hereinafter referred to as
"Delta"), and 827109 Alberta Ltd., an Alberta,  Canada corporation  (hereinafter
referred to as "AlbertaCO").                                                    

THE PARTIES AGREE as follows:                                                   

1.   The parties intend that the securities  exchange  described  herein between
     Delta and AlbertaCO will, if allowable,  be tax free in accordance with the
     provisions of Section  368(a)(1)(B)  of the Internal  Revenue Code and with
     the Income Tax Act of Canada.  In the event that it is not  allowable,  the
     parties  hereto confirm that the value  attributed to the AlbertaCO  shares
will be shareholder equity at par value.                              

2.   Exchange of Securities.  Subject to the terms and conditions herein, at the
     time of the closing  referred to in Section 6 hereof (the "Closing  Date"),
     Delta  will  issue and  deliver,  or cause to be issued  and  delivered  to
     AlbertaCO  5,000,000 shares of Delta's restricted common stock, in exchange
     for 5,000,000 shares of common stock of AlbertaCO to be issued.  The shares
     of Delta  and  AlbertaCO  will be  allocated  as set forth in  SCHEDULE  I,
attached.                                                             

3.   Representations  and  Warranties by  AlbertaCO.  AlbertaCO  represents  and
     warrants to Delta,  all of which  representations  and warranties  shall be
     true at the time of closing,  and shall survive the closing for a period of
six (6) months from the date of closing that:                         

     a)   AlbertaCO is a corporation  duly organized and validly existing and in
          good standing under the laws of Alberta,  Canada and has the corporate
          powers to own its  property  and carry on its business as and where it
          is now being conducted. Copies of the Certificate of Incorporation and
          the By-Laws of  AlbertaCO,  which have  heretofore  been  furnished by
          AlbertaCO to Delta, are true and correct copies of said Certificate of
          Incorporation and By-Laws including all amendments to the date hereof.

     b)   The  authorized  capital stock of AlbertaCO is an unlimited  number of
          shares at no par value,  of which  9,000,000  shares have been validly
issued and are now outstanding.                             

     c)   AlbertaCO is authorized to issue 5,000,000  shares of common stock, at
par value of $0.001 per share (the "Shares").               

     d)   AlbertaCO  has full  power  to  exchange  the  Shares  upon the  terms
          provided  for in this  Agreement,  the Shares will be duly and validly
          issued  and will be free and  clear of any lien or other  encumbrance,
          and no party has an option or right to purchase any of the Shares from
 AlbertaCO other than Delta in accordance with this Agreement.

     e)   From the date hereof,  and until the date of closing,  no dividends or
          distributions  of  capital,  surplus,  or  profits  shall  be  paid or
          declared by AlbertaCO in  redemption  of their  outstanding  shares or
          otherwise   and  no   additional   shares  shall  be  issued  by  said
corporation.                                                

     f)   Since the date hereof,  AlbertaCO  has not engaged in any  transaction
          other than  transactions  in the normal  course of the  operations  of
          their business, except as specifically authorized by Delta in writing.

4.   Representations  and Warranties by Delta.  Delta represents and warrants to
     AlbertaCO all of which  representations and warranties shall be true at the
     time of  closing,  and shall  survive  the  closing for a period of six (6)
months from the date of closing that:                                 

     a)   Delta is a corporation duly organized and validly existing and in good
          standing under the laws of the State of Delaware and has the corporate
          power to own its  properties  and carry on its  business  as now being
          conducted and has  authorized  capital stock  consisting of 25,000,000
          shares of common stock,  $.001 par value per share, of which there are
8,800,000 shares presently outstanding.                     

     b)   Delta has the corporate  power to execute and perform this  Agreement,
          and to  deliver  the  stock  required  to be  delivered  to  AlbertaCO
hereunder.                                                  

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     c)   The execution and delivery of this Agreement,  and the issuance of the
          stock required to be delivered  hereunder have been duly authorized by
          all  necessary  corporate  actions,  and  neither  the  execution  nor
          delivery of this  Agreement,  nor the  issuance of the stock,  nor the
          performance, observance or compliance with the terms and provisions of
          this  Agreement  will  violate any  provision of law, any order of any
          court or other  governmental  agency, the Certificate of Incorporation
          or By-Laws of Delta or any indenture, agreement or other instrument to
          which Delta is a party, or by which Delta is bound, or by which any of
its property is bound.                                      

     d)   The shares of common stock of Delta  deliverable  pursuant hereto will
          on delivery in accordance with the terms hereof,  be duly  authorized,
validly issued, and fully paid, and non-assessable.         

5.   Conditions to the  Obligations of AlbertaCO.  The  obligations of AlbertaCO
are subject to the conditions that:                                   

     a)   AlbertaCO shall not have discovered any material error or misstatement
          in any of the  representations and warranties made by Delta herein and
          all the terms and  conditions  of this  Agreement to be performed  and
       complied with by Delta shall have been performed and complied with.

     b)   There  shall  have  been  no  substantial   adverse   changes  in  the
          conditions,  financial,  business  otherwise of Delta from the date of
          this  Agreement,  and until the date of  closing,  except for  changes
          resulting  from those  operations in the usual and ordinary  course of
          business,  and  between  such dates the  business  and assets of Delta
          shall not have been materially adversely affected as the result of any
          fire,  explosion,   earthquake,   flood,  accident,  strike,  lockout,
          combination  of  workmen,  taking  over  of  any  such  assets  by any
          governmental authorities, riot, activities of armed forces, or acts of
God or of the public enemies.                               

     c)   AlbertaCO  shall  upon  request,  at the time of  closing,  receive an
          opinion of counsel to the effect that: (1) Delta is a corporation duly
          organized  and  validly  existing  under  the  laws  of the  State  of
          Delaware, and has the power to own and operate its properties wherever
          the same shall be located as of the Closing Date;  (2) the  execution,
          delivery  and  performance  of this  Agreement  by Delta has been duly
          authorized by all necessary  corporate action and constitutes a legal,
          valid and binding obligation of Delta,  enforceable in accordance with
          its terms; (3) the securities to be delivered to AlbertaCO pursuant to
          the terms of this Agreement have been validly  issued,  fully paid and
          non-assessable; (4) the exchange of the securities herein contemplated
          does not require the  registration of the shares of Delta to be issued
          pursuant to any Federal law dealing with the issuance, sale, transfer,
          and/or  exchange  of  corporate  securities;  (5) to the  best  of its
          knowledge Delta is not under investigation by the SEC, the NASD or any
          state  securities  commission;  (6) that there are no known securities
          violations; (7) all shares issued by Delta have been validly issued in
          accordance   with   Delaware  or  Federal  law,  are  fully  paid  and
          non-assessable;  and (8) there  are no  outstanding  options,  rights,
          warrants,  conversion  privileges  or  other  agreements  which  would
require issuance of additional shares.                      

6.   Conditions to the Obligations of Delta . The obligations of Delta hereunder
shall be subject to the conditions that:                              

     a)   Delta shall not have  discovered any material error or misstatement in
          any of the representations and warranties by AlbertaCO herein, and all
          the  terms  and  conditions  of this  Agreement  to be  performed  and
          complied  with by  AlbertaCO  shall have been  performed  and complied
with.                                                       

     b)   There  shall  have  been  no  substantial   adverse   changes  in  the
          conditions,  financial,  business otherwise of AlbertaCO from the date
          of this Agreement,  and until the date of closing,  except for changes
          resulting  from those  operations in the usual and ordinary  course of
          business,  and between such dates the business and assets of AlbertaCO
          shall not have been materially adversely affected as the result of any
          fire,  explosion,   earthquake,   flood,  accident,  strike,  lockout,
          combination  of  workmen,  taking  over  of  any  such  assets  by any
          governmental authorities, riot, activities of armed forces, or acts of
God or of the public enemies.                               

     c)   Delta  shall  upon  request  and at the time of  closing,  receive  an
          opinion of counsel to the effect that: (1) AlbertaCO is duly organized
          and validly  existing  under the laws of  Alberta,  Canada and has the
          power  and  authority  to  own  its  properties  and to  carry  on its
          respective business wherever the same shall be located and operated as
          of the Closing  Date;  and, (2) this  Agreement has been duly executed
and delivered by                                            

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          AlbertaCO  and  constitutes a legal,  valid and binding  obligation of
AlbertaCO enforceable in accordance with its terms.         

     d)   AlbertaCO  does not now have, nor will it have on the date of closing,
any known liabilities or contingent liabilities.            

7.   Closing Date.  The closing shall take place on or before  ________________,
     1999, or as soon thereafter as is practicable, at the Law Offices of Gordon
     Fretwell, #920 - 800 West Pender St., Vancouver,  BC, or at such other time
and place as the parties hereto shall agree upon.                     

8.   Actions at the  Closing.  At the  closing,  Delta and  AlbertaCO  will each
     deliver,  or cause to be  delivered  to the  other,  the  securities  to be
     exchanged in  accordance  with Section I of this  Agreement  and each party
     shall  pay any and all  Federal  and  State  taxes  required  to be paid in
     connection with the issuance and the delivery of their own securities.  All
     stock  certificates shall be in the name of the party to which the same are
deliverable.                                                          

9.   Conduct of Business,  Board of Directors, etc . Between the date hereof and
     the Closing  Date,  the parties  will  conduct  their  business in the same
     manner in which it has heretofore  been conducted and the parties will not:
     (1) enter into any  contract,  etc.,  other than in the ordinary  course of
     business;  or (2)  declare  or make any  distribution  of any kind to their
     stockholders,  without  first  obtaining  the written  consent of the other
party.                                                                

10.  Upon closing,  a new Director will be elected by the shareholders of Delta,
     such that the Board of Directors will consist of the following individuals.

Paul F. Davis                                                         
Kevin K. Wong                                                         
Judith Miller                                                         

11.  Upon closing,  Judith Miller,  President and Secretary of Delta will tender
     her  resignation  as  President  and upon  election  of the above  Board of
     Directors,  and  subject  to the  authority  of the Board of  Directors  as
     provided by law and the By-Laws of Delta, the officers of Delta,  after the
closing date of this Agreement shall be as follows:                   

Paul F. Davis, President                                              
Kevin K. Wong, Vice President                                         
Judith Miller, Secretary & Treasurer                                  

12.  Access to the Properties and Books of Parties.  The parties hereby grant to
     each other, through their duly authorized representatives and during normal
     business  hours between the date hereof and the Closing Date,  the right of
     full  and  complete  access  to the  properties  of  each  other  and  full
opportunity to examine each other's books and records.                

13.      Miscellaneous                                                          

     a)   This Agreement  shall be construed and enforced in accordance with the
laws of the State of Delaware.                              

     b)   Each of AlbertaCO  and Delta shall bear and pay all costs and expenses
          incurred by it or on its behalf in connection with the consummation of
          this  Agreement,  including,  without  limiting the  generality of the
          foregoing, fees and expenses of financial consultants, accountants and
          counsel and the cost of any documentary stamps, sales and excise taxes
          which may be imposed upon or be payable in respect to the transaction.

     c)   At  any  time  before  or  after  the  approval  and  adoption  by the
          respective  stockholders  of AlbertaCO  and Delta,  if required,  this
          Agreement  may  be  amended  or  supplemented  by  additional  written
          agreements,  as may be  determined  in the judgment of the  respective
          Boards of Directors of AlbertaCO and Delta to be necessary,  desirable
          or expedient to further the purpose of this Agreement,  to clarify the
          intention of the parties, to add to or to modify the covenants,  terms
          or  conditions   contained  herein,  or  otherwise  to  effectuate  or
          facilitate the  consummation of the transaction  contemplated  hereby.
Any written                                                 

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          agreement   referred  to  in  this  paragraph  shall  be  validly  and
          sufficiently  authorized  for the purposes of this Agreement if signed
          on behalf of AlbertaCO  or Delta,  as the case may be, by its Chairman
of the Board, or its President.                             

     d)   This Agreement may be executed in any number of counterparts  and each
          counterpart hereof shall be deemed to be an original  instrument,  but
      all such counterparts together shall constitute but one agreement.

     e)   This Agreement shall be binding upon and shall inure to the benefit of
          the heirs,  executors,  administrators  and assigns of  AlbertaCO  and
Delta.                                                      

     f)   All notices,  requests,  instructions,  or other documents to be given
hereunder shall be in writing and sent by registered mail:  

                                                        [Enlarge/Download Table]
                                                                                                            
If to AlbertaCO then:                                   If to Delta, then:                                  
Suite 255, 999 8th Street SW, Calgary, AB, Canada  T2R  1331 Homer Street, Suite B201, Vancouver, BC, Canada
1J5                                                     V6B 1H3                                             

This Agreement has been duly approved or adopted by the Board of Directors,  and
duly approved or adopted by the stockholders of the constituent corporation,  as
required,  in the  manner  provided  by the laws of the State of  Delaware,  the
Chairman of the Board, the President or the Secretary of said corporations under
the respective seals of said  corporations by the authority of the directors and
stockholders  of each,  as required,  as the act,  deed and agreement of each of
said corporations. This Agreement may be signed in two or more counterparts.    

AGREEMENT, dated as of this 1 day of June , 1999, between Delta and AlbertaCO.  
---      ------  ----     

DELTA CAPITAL TECHNOLOGIES, INC.                  827109 ALBERTA LTD.           

/s/ "Judith Miller"                               /s/ "Paul Davis"            
----------------------------------------------    ------------------------------
Judith Miller, President                           Paul F. Davis, CEO           

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Acknowledgment of Execution of Agreement                                        
By Officer of                                                                   
Delta Capital Technologies, Inc.                                                

STATE OF ______________)                                                        
) ss.   
COUNTY OF ____________)                                                         

BE IT REMEMBERED that on this ______ day of ___________,  __________, personally
came  before  me, a Notary  Public  in and for  jurisdiction  aforesaid,  Judith
Miller,  President of Delta Capital Technologies,  Inc., a Delaware corporation,
and one of the  corporations  described  in and  which  executed  the  foregoing
Agreement,  known to me personally to be such, and she, the said, Judith Miller,
as such President,  duly executed said Agreement before me and acknowledged said
Agreement  are  in  the   handwriting   of  said   President  of  Delta  Capital
Technologies, Inc.                                                              

IN WITNESS  WHEREOF,  I have hereunto set my hand and seal of office the day and
year aforesaid.                                                                 

------------------------------                                                  
Notary Public                                                                   

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Acknowledgment of Execution of Agreement                                        
By Officer of                                                                   
827109 Alberta Ltd.                                                             

STATE OF ______________)                                                        
) ss.   
COUNTY OF ____________)                                                         

BE IT REMEMBERED that on this ______ day of ___________,  1999,  personally came
before  me, a Notary  Public  in and for  jurisdiction  aforesaid,  Paul  Davis,
President of 827109 Alberta Ltd., an Alberta, Canada corporation, and one of the
corporations  described in and which executed the foregoing Agreement,  known to
me personally to be such, and he, the said,  Paul Davis, as such Chief Executive
Officer,  duly executed said Agreement before me and acknowledged said Agreement
are in the handwriting of said Chief Executive Officer of 827109 Alberta Ltd.   

IN WITNESS  WHEREOF,  I have hereunto set my hand and seal of office the day and
year aforesaid.                                                                 

-------------------------------                                                 
Notary Public                                                                   

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SCHEDULE I

ALLOCATION OF 5,000,000 SHARES                                                  
OF DELTA CAPITAL TECHNOLOGIES, INC. RESTRICTED COMMON STOCK                     
TO BE ISSUED TO:                                                                

827109 Alberta Ltd.                                                             
#255, 999 8th Street SW                                                         
Calgary, Alberta, Canada                                                        
T2R 1J5                                                                         

ALLOCATION OF 5,000,000 SHARES                                                  
OF 827109 ALBERTA LTD. COMMON STOCK                                             
TO BE ISSUED TO:                                                                

Delta Capital Technologies, Inc.                                                
1331 Homer Street, Suite B201                                                   
Vancouver, BC                                                                   
V6B 1H3                                                                         

27 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/15/24  Bitech Technologies Corp.         10-Q        3/31/24   40:2.5M                                   M2 Compliance LLC/FA
 4/12/24  Bitech Technologies Corp.         424B3                  1:1.9M                                   M2 Compliance LLC/FA
 4/01/24  Bitech Technologies Corp.         10-K       12/31/23   46:5.3M                                   M2 Compliance LLC/FA
11/16/23  Bitech Technologies Corp.         424B3                  1:388K                                   M2 Compliance LLC/FA
11/14/23  Bitech Technologies Corp.         10-Q        9/30/23   35:2.2M                                   M2 Compliance LLC/FA
 8/23/23  Bitech Technologies Corp.         424B3                  1:612K                                   M2 Compliance LLC/FA
 8/15/23  Bitech Technologies Corp.         10-Q        6/30/23   37:2.4M                                   M2 Compliance LLC/FA
 6/05/23  Bitech Technologies Corp.         424B3       6/02/23    1:346K                                   M2 Compliance LLC/FA
 5/15/23  Bitech Technologies Corp.         10-Q        3/31/23   36:2M                                     M2 Compliance LLC/FA
 4/12/23  Bitech Technologies Corp.         424B3                  1:1.8M                                   M2 Compliance LLC/FA
 3/31/23  Bitech Technologies Corp.         10-K       12/31/22   37:3.3M                                   M2 Compliance LLC/FA
11/10/22  Bitech Technologies Corp.         10-Q        9/30/22   39:2.9M                                   M2 Compliance LLC/FA
10/05/22  Bitech Technologies Corp.         S-1/A                 44:6M                                     M2 Compliance LLC/FA
10/05/22  Bitech Technologies Corp.         10-Q/A      3/31/22   40:2.6M                                   M2 Compliance LLC/FA
 9/26/22  Bitech Technologies Corp.         S-1/A                 45:6M                                     M2 Compliance LLC/FA
 9/26/22  Bitech Technologies Corp.         10-Q/A      3/31/22   37:2.1M                                   M2 Compliance LLC/FA
 8/15/22  Bitech Technologies Corp.         S-1                   49:6.4M                                   M2 Compliance LLC/FA
 8/05/22  Bitech Technologies Corp.         10-Q        6/30/22   39:2.8M                                   M2 Compliance LLC/FA
 5/06/22  Bitech Technologies Corp.         10-Q        3/31/22   42:2.1M                                   M2 Compliance LLC/FA
 4/04/22  Bitech Technologies Corp.         8-K:1,2,3,5 3/30/22   22:2.1M                                   M2 Compliance LLC/FA
 3/16/22  Bitech Technologies Corp.         10-K       12/31/21   48:2.5M                                   Federal Filings, LLC/FA
11/12/21  Bitech Technologies Corp.         10-Q        9/30/21   36:1.7M                                   Federal Filings, LLC/FA
 7/30/21  Bitech Technologies Corp.         10-Q        6/30/21   36:1.6M                                   Federal Filings, LLC/FA
 5/14/21  Bitech Technologies Corp.         10-Q        3/31/21   35:1.2M                                   Federal Filings, LLC/FA
 3/26/21  Bitech Technologies Corp.         10-K       12/31/20   53:2.4M                                   Federal Filings, LLC/FA
11/13/20  Bitech Technologies Corp.         10-Q        9/30/20   34:1.5M                                   Federal Filings, LLC/FA
 8/14/20  Bitech Technologies Corp.         10-Q        6/30/20   35:1.4M                                   Federal Filings, LLC/FA