☒Annual ~~report under~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐Transition ~~report under~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~(No fee required)~~

For the transition period from ~~_______~~______________ to ~~_______.~~______________

(Address of ~~Principal Executive Offices)~~principal executive offices, Zip Code)

~~(Issuer’s Telephone Number, Including Area Code)~~Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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. 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). Yes☒ No ☐

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the ~~registrant’s~~voting and non-voting common ~~stock outstanding~~equity held by non-affiliates ~~(computed at a price of $0.037 per share,~~computed by reference to the price at which the ~~registrant’s~~ common ~~stock~~equity was last sold was approximately $14,000,000as of ~~June 30, 2020,~~ the last business day of the registrant’s most recently completed ~~second~~ fiscal ~~quarter) was $428,463.~~quarter. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

At March ~~26, 2021,~~31, 2023, there were ~~20,240,882~~463,998,027 shares of the registrant’s common stock outstanding (the only class of voting common stock).

~~This~~The information in this Annual Report ~~on Form 10-K~~ contains forward-looking statements and information within the meaning of Section 27A 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~~1933, as amended (the “Securities Act”), and ~~underlying assumptions and other statements,~~Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are ~~other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation,~~subject to the following sections: Item 1 “Business,” Item 1A “Risk Factors,” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified“safe harbor” created by those sections. The words ~~such as~~ “anticipates,” “believes,” “estimates,” “expects,” “intends,” ~~“plans,~~“may,” ~~“predicts,~~“plans,” “projects,” “will, ~~be,~~” ~~“will continue,~~“should,” ~~“will likely result,~~“could,” “predicts,” “potential,” “continue,” “would” and similar ~~expressions. These~~expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in the Company’s forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are ~~based~~applicable only as of the date on ~~current expectations~~which they are made, and ~~assumptions that are subject~~we do not assume any obligation to ~~risks and uncertainties, which could cause our actual results to differ materially from those reflected in the~~update any forward-looking statements. ~~Factors that could cause or contribute to such differences include, but are not limited to, those discussed~~All forward-looking statements in this Annual Report on Form 10-K are made based on the Company’s current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in ~~particular,~~ the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks ~~discussed under~~that could affect the ~~caption “Risk Factors”~~Company’s future results or operations. These factors, uncertainties and risks may cause the Company’s actual results to differ materially from any forward-looking statement set forth in ~~Item 1A~~this Annual Report on Form 10-K. You should carefully consider these risk and ~~those discussed~~uncertainties described and other information contained in ~~other documents~~the reports we file with or furnish to the Securities and Exchange Commission ~~(“SEC”~~(the “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~~ before making any investment decision with respect to ~~risks associated with~~ the company’s ability to obtain capital to begin funding medical procedures again, service demands and acceptance, our ability to expand, changes in healthcare practices, changes in technology, effects of the COVID-19 virus pandemic, pursuing a strategic business transaction with a third party company, economic conditions, the impact of competition and pricing, government regulation and approvals in the healthcare industry and other risks and uncertainties set forth below and in the “Risk Factors” section below. We undertake no obligation to revise or publicly release the results of any revision to anyCompany’s securities. All forward-looking statements ~~except as required~~attributable to us or persons acting on the Company’s behalf are expressly qualified in their entirety by ~~law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.~~this cautionary statement.

~~As used herein, the “Company,” “we,” “our,” and similar terms include Spine Injury Solutions, Inc. and its subsidiaries and predecessors, unless the context indicates otherwise.~~

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.

Currently, we have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with industry focus on green data centers, commercial and residential utility, EV infrastructure, and other renewable energy initiatives. We ~~changed~~plan to pursue these innovative energy technologies through research and development, planned acquisitions of other green energy technologies and plans to become a grid-balancing operator using Battery Energy Storage System (BESS) solutions and applying new green technologies in power plants as a technology enabler in the green energy sector. While participating in the clean energy economy, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement or manufacture these innovative, scalable energy system solutions with technological focuses on smart grids, Building Energy Management System (BEMS), energy storage, and EV infrastructure.

To accelerate growth of a planned intellectual property (IP) portfolio through acquisition strategies, we plan to execute our ~~name~~“Smart Acquisition Model” depicted in the diagram below with selected acquisitions of defensible technologies accompanied with visionary management teams who can demonstrate a common goal with us in order to unlock the full potential with capital infusion, accelerate growth. To achieve our development plans, we plan to incubate those acquired companies toward foreseeable plans for mergers and acquisitions, formation of global joint ventures, while facilitating new market entry to today’s fastest growing Southeast Asia region. With this acquisition model, we expect to build a valuable technology portfolio of IP assets in various innovative green energy technologies, leveraging our network of global capital partners with low-cost manufacturing capacity and oversea outsourcing technical talents from ~~Spine Pain Management Inc.~~our niche sources in Vietnam.

We plan to execute a “Dual Growth Business Model” as depicted in the diagram below encompassing (1) IP portfolio growth which includes technology licensing or technology acquisitions, enhanced with our plans to carry out research and development for specific applications, and (2) sustainable revenue growth by executing planned BESS acquisitions via joint ventures with capital partners to collect joint venture income from BESS operations or Vietnam-based manufacturing partners which can manufacture products derived from our technology solutions.

In light of these initiatives and other reasons noted below, the Company has, however, elected to discontinue its efforts to commercialize the electric power generation and charging system (the “Tesdison Technology”) it formerly licensed from SuperGreen Energy Corporation (“SuperGreen”) pursuant to the Patent & Technology Exclusive and Non-Exclusive License Agreement dated January 15, 2021, as amended, entered into between SuperGreen and the Company’s wholly owned subsidiary Bitech Mining Corporation (“Bitech Mining”) (the “SuperGreen License”). The Company has determined that the Tesdison Technology was not functional nor was it capable of being developed into a commercially viable product as had been represented to the Company by SuperGreen, its founder Calvin Cao, and his brother Michael Cao, leading up to Bitech Mining entering into the SuperGreen License. In addition, the Company will temporarily pause the further development of Intellisys-8, the Company’s planned chipset and related software that had been designed to reduce power consumption and heat in computer systems and accelerate their computational speed due to the currently unfavorable market conditions within the cryptocurrency market.

The Company acquired Bitech Mining on March 31, 2022 (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. Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 485,781,168 shares of Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000 shares. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

The 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 ~~1, 2015.~~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.

~~We are a technology, marketing, billing,~~Amendment to the Security Agreement. On the Closing Date, the Company, Quad and ~~collection company facilitating diagnostic services~~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 ~~patients who have sustained spine injuries resulting from traumatic accidents. We deliver turnkey solutions~~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 spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatment of musculo-skeletal spine injuries resulting from automobile and work-related accidents. Our goal is to become a leader in providing technology and monetizing services to spine and orthopedic surgeons and other healthcare providers to facilitate proper treatment of their injured clients. By monetizing the providersits accounts receivable, ~~which includes diagnostic testing~~ and ~~non-invasive surgical care, patients are~~the collateral described relating to “Pledged Securities” as defined in the Security Agreement shall not ~~unnecessarily delayed or prevented from obtaining needed treatment. By facilitating early treatment through affiliated doctors,~~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.

On June 30, 2022 (the “Effective Date”), we ~~believe that health conditions can be prevented from escalating and injured victims can be quickly placed on~~completed the road to recovery. Through our affiliate system, we facilitate spine surgeons, orthopedic surgeons and other healthcare providers to provide reasonable, necessary, and appropriate treatments to patients with musculo-skeletal spine injuries. We assist the centers that provide the spine diagnostic injections and treatment and pay the doctors a fee for the medical procedures they performed. After a patient is billed for the procedures performed by the affiliated doctor, we take controlsale of all of the patients’ unpaid bill and oversee collection. In most instances, the patient is a plaintiff in an accident case, where the patient is represented by an attorney. Typically, the defendant (and/or the insurance companyassets of the defendant) in the accident case pays the patient’s bill upon settlement or final judgment of the accident case. The payment to us is made through the attorney of the patient. In most cases, we must agree to the settlement price and the patient must sign off on the settlement. Once we are paid, the patient’s attorney can receive payment for his or her legal fee.

~~During the fourth quarter of 2018, the decision was made to discontinue funding future medical procedures due to~~ our cash position, and we have not funded any procedures in 2019 or 2020 and will not do so unless we can access additional capital. However, we continue to actively pursue the collection of previously funded procedures. Without additional funding, there is no guarantee that we can continue as a going concern.

We own a patented device and process by which a video recording system is attached to a fluoroscopic x-ray machine, the “four camera technology,” which we believe can attract additional physicians and patients as well as provide us with additional revenue streams with our new programs designed to assist in treatment documentation. We have refined the technology, through research and development, resulting in a fully commercialized Quad Video Halo System 3.0 (“QVH”). Using this technology, diagnostic and treatment procedures are recorded from four separate video feeds that capture views from both inside and outside the body, and a video is made which is given to the patient’s representative to verify the treatment received.

~~In September 2014, we created a~~ wholly owned subsidiary Quad Video Halo, Inc. (“Quad Video”) pursuant to the terms of an Asset Purchase Agreement entered into among Quad Video, Quad Video Holdings Corporation (“Quad Holdings”) and Peter Dalrymple, a former officer, director and substantial shareholder of the Company (“Dalrymple,” together with Quad Holdings, collectively, the “Buyers”) dated as of the Effective Date (the “Quad Video APA”). Pursuant to the terms of the Quad Video APA, Quad Video sold all of its assets to Quad Holdings which included its accounts receivables, fixed assets, intangible assets and all customer lists associated with Quad Video’s business (the “Quad Video Assets”).

Under the terms of the Quad Video APA, the amount of the consideration paid to the Company for purchase of the Quad Video Assets was Mr. Dalrymple’s cancellation of a promissory note with an approximate principal balance of $8,789 plus accrued interest as of the Effective Date issued by the Company to Mr. Dalrymple and the cancellation of a security agreement securing payment of that note pursuant to a Secured Promissory Note and Security Agreement Cancellation Agreement and assumed all liabilities related the Quad Video’s operations and the Quad Video Assets and terminated the Management Services Agreement entered into among the Company, Quad Video and Dalrymple dated March 31, 2022 pursuant to a Management Services Termination Agreement.

In addition, on the Effective Date, we completed the sale of certain accounts receivables related to our spine pain management business pursuant to the terms of an Asset Purchase Agreement entered into among the Company, SPIN Collections LLC, a company owned or controlled by Dalrymple and Dalrymple (the “SPIN Accounts Receivable APA”). The ~~purpose of this entity is to hold certain company assets affiliated~~consideration received by the Company in connection with the ~~QVH units.~~ SPIN Accounts Receivable APA was $10.00 and other good and valuable consideration that was nominal and immaterial.

~~Billing~~Prior to March 31, 2022, we were engaged in the business of owning, developing and ~~Operations~~

~~We work with independent~~leasing the Quad Video Halo video recording system (“QVH”) used to record medical ~~contractors who perform~~procedures including the ~~medical services for patients and bill a fixed fee for the services. Historically, we funded certain~~collection of accounts receivables related to previously provided spine injury diagnostic ~~centers where~~services (collectively, the “QVH Business”). On June 30, 2022, we ~~work with healthcare providers~~sold the assets related to the QVH Business.

Effective as ~~independent contractors to perform medical services for patients (although~~of June 27, 2022, we ~~discontinue funding future medical procedures during~~issued an aggregate of 485,781,168 shares (the “Conversion Shares”) of our common stock upon the ~~fourth quarter~~conversion of ~~2018—see above)~~9,000,000 shares of our Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Preferred”). ~~We pay the healthcare providers for medical services performed.~~ The patients are billed based on Current Procedural Terminology (“CPT”) codes for the medical procedure performed. CPT codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services. CPT codes are developed, maintained and copyrighted by the American Medical Association. Patients are billed at the normal billing amount, based on national averages, for a particular CPT code procedure. We take controlshares of the ~~patients’ unpaid bills.~~Series A Preferred were issued to the former shareholders of Bitech Mining on March 31, 2022 in exchange for their shares in Bitech Mining representing 100% of the issued and outstanding shares of Bitech Mining. The Series A Preferred automatically converted into our common stock upon our filing of a Certificate of Amendment to our Certificate of Incorporation, as amended on June 27, 2022.

As of December 31, 2022, we had two full-time employees. To date, we have not experienced any work stoppages and we consider our ~~spine injury diagnostic centers operate~~relationship with our employees to be good. None of our employees are ~~owned or leased~~either represented by a ~~medical affiliate~~labor union or ~~third party. We have no ownership interest in these clinic facilities, nor do we have any responsibilities towards building or operating the clinic facilities.~~

Direct contact with key spine surgeons, orthopedic surgeons and other healthcare providers who are highly visible in their communities is an important step in targeting appropriate referral sources. Additional marketing to spine surgeons is done at national medical meetings and trade shows.

~~All of the medical diagnostic procedures offered at the clinics are performed by independent medical contractors, who~~ are subject to ~~regulation by~~ a number of governmental entities at the federal, state, and local levels. We are subject to laws and regulations relating to business corporations in general. In recent years, Congress and state legislatures have introduced an increasing number of proposals to make significant changes in the healthcare system. Changes in law and regulatory interpretations could reduce our revenue and profitability.collective bargaining agreement.

We are not licensed to practice medicine. Most states in which our business operates or in which we anticipate it will operate, limits the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Business corporations generally may not exercise control over the medical decisions of physicians. Many states also limit the scope of business relationships between business entities and medical professionals, particularly with respect to fee splitting. Most state fee-splitting laws only prohibit a physician from sharing medical fees with a referral source, but some states have interpreted certain management agreements between business entities and physicians as unlawful fee-splitting. Statutes and regulations relating to the practice of medicine, fee-splitting, and similar issues vary widely from state to state. Because these laws are often vague, their application is frequently dependent on court rulings and attorney general opinions. There are many states that permit the corporate practice of medicine, and we are exploring opportunities in these states.

Under the affiliate doctor agreements, the doctors retain sole responsibility for all medical decisions, developing operating policies and procedures, implementing professional standards and controls, and maintaining malpractice insurance. We attempt to structure all our health services operations, including arrangements with our doctors, to comply with applicable state statutes regarding corporate practice of medicine, fee-splitting, and similar issues. However, there can be no assurance:

~~HIPAA Administrative Simplification Provisions~~—~~Patient Privacy and Security~~

The Health Insurance Portability and Accountability Act of 1996, commonly known as “HIPAA,” requires the adoption of standards for the exchange of health information in an effort to encourage overall administrative simplification and to enhance the effectiveness and efficiency of the healthcare industry. Pursuant to HIPAA, the Secretary of the Department of Health and Human Services has issued final rules concerning the privacy and security of health information, the establishment of standard transactions and code sets, and the adoption of a unique employer identifier and a national provider identifier. Noncompliance with the administrative simplification provisions can result in civil monetary penalties up to $100 per violation as well as criminal penalties that include fines and imprisonment. The Department of Health and Human Services Office of Civil Rights is charged with implementing and enforcing the privacy standards, while the Centers for Medicare and Medicaid Services are responsible for implementing and enforcing the security standards, the transactions and code sets standards, and the other HIPAA administrative simplification provisions.

The HIPAA requirements only apply to “covered entities,” such as health plans, healthcare clearinghouses, and healthcare providers, which transmit any health information in electronic form. Our business is likely considered a “covered entity” under HIPAA.

Of the HIPAA requirements, the privacy standards and the security standards have the most significant impact on our business operations. The privacy standards require covered entities to implement certain procedures to govern the use and disclosure of protected health information and to safeguard such information from inappropriate access, use, or disclosure. Protected health information includes individually identifiable health information, such as an individual’s medical records, transmitted or maintained in any format, including paper and electronic records. The privacy standards establish the different levels of individual permission that are required before a covered entity may use or disclose an individual’s protected health information and establish new rights for the individual with respect to his or her protected health information.

The final security rule establishes security standards that apply to covered entities. The security standards are designed to protect health information against reasonably anticipated threats or hazards to the security or integrity of the information, and to protect the information against unauthorized use or disclosure. The security standards establish a national standard for protecting the security and integrity of medical records when they are kept in electronic form.

The administrative simplification provisions of HIPAA require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or received electronically. We believe that we are in substantial compliance with the transaction and code set standards. The transaction standards require us to use standard code sets when we transmit health information in connection with certain transactions, including health claims, health payments and remittance advices.

In addition, the Secretary of the Department of Health and Human Services issued a final rule that requires each healthcare provider to adopt a standard unique health identifier, the National Provider Identifier (“NPI”). The NPI will identify healthcare providers in the electronic transactions for which the Secretary has already adopted standards (the “standard transactions”). These transactions include claims, eligibility inquiries and responses, claim status inquiries and responses, referrals, and remittance advices. All health plans and all healthcare clearinghouses must accept and use NPIs in standard transactions.

In addition to the HIPAA requirements described above, numerous other state and federal laws regulate the privacy of an individual’s health information. These laws specify how an individual’s health information may be used internally, the persons to whom health information may be disclosed, and the conditions under which such uses and disclosures may occur. Many states have requirements relating to an individual’s right to access his or her own medical records, as well as requirements relating to the use and content of consent or authorization forms. Also, because of employers’ economic interests in paying medical bills for injured employees and in the timing of the injured employees’ return to work, many states have enacted special confidentiality laws relating to disclosures of medical information in workers’ compensation claims. These laws limit employer access to such information. Many states have also passed laws that regulate the notification process to individuals when a security breach involving an individual’s personally identifiable information, such as social security number or date of birth, occurs. To the extent that state law affords greater protection of an individual’s health information than that provided under HIPAA, the state law will control.

We anticipate that there will be more regulation in the areas of privacy and confidentiality, particularly with respect to medical information. We regularly monitor the privacy and confidentiality requirements that relate to our business, and we anticipate that we may have to modify our operating practices and procedures in order to comply with these requirements.

Although we currently contract with independent contractor medical providers, who are responsible for compliance with environmental laws, our operations may be subject to various federal, state, and local laws and regulations relating to the protection of human health and the environment, including those governing the management and disposal of infectious medical waste and other waste generated and the cleanup of contamination. If an environmental regulatory agency finds any of our facilities to be in violation of environmental laws, penalties and fines may be imposed for each day of violation and the affected facility could be forced to cease operations. The responsible party could also incur other significant costs, such as cleanup costs or claims by third parties, as a result of violations of, or liabilities under, environmental laws. Although we believe that our independent medical providers’ environmental practices, including waste handling and disposal practices, will be in material compliance with applicable laws, future claims or violations, or changes in environmental laws could have an adverse effect on our business.

The market to provide healthcare pain diagnostic services is highly competitive and fragmented. Our primary competitors are typically independent physicians, chiropractors, hospital emergency departments, and hospital-owned or hospital-affiliated medical facilities. As managed care techniques continue to gain acceptance in the automobile accident marketplace, we believe that our competitors will increasingly consist of nationally-focused care management service companies providing their service to insurance companies and litigation defense experts.

Because the barriers to entry in our geographic markets have a low threshold and our diagnostic centers’ patients have the flexibility to move easily to new healthcare service providers, the addition of new competitors may occur relatively quickly. Some of our affiliated physicians and other healthcare providers may elect to compete with us by offering their own products and services to patients. If competition within our industry intensifies, our ability to assist patients or associated physicians, or maintain or increase our revenue growth, price flexibility and control over medical costs, trends, and marketing expenses, may be compromised.

In order to mitigate the effects of intensifying competition, we will make careful study of population trends and demographic growth patterns in determining the best locations to compete. Moreover, we will endeavor to have all of our physicians under strict contract to avoid unnecessary attrition and loss of skilled personnel.

We currently have one paid full time employee, plus one collection consultant and one QVH consultant at our corporate headquarters. We expect to continue to use independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employee.

Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in this annual report. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

~~We have discontinued funding future medical procedures due to our cash position~~

During the fourth quarter of 2018, the decision was made to discontinue funding future medical procedures due to our cash position, which also hampers our ability to pay back existing debt to Peter Dalrymple, a director and shareholder (see Note 6—Notes Payable in the Notes to Consolidated Financial Statements). We have not funded any procedures in 2020 and will not do so in the future unless we can access additional capital. The service revenue we have funded has resulted in longer settlement times, which has created a slowdown in cash collections. Additionally, our efforts to establish a market for the Quad Video Halo has not met our expectations and we have cut back its development and operations. If we are unable to access additional capital in the near future, these recent developments will have a material negative impact on our financial performance and could have a material adverse effect on our results of operations and financial condition.

Management has determined that certain factors raise substantial doubt about our ability to continue as a going concern, and our continued existence is dependent upon our ability to successfully execute our business plan.

The financial statements included with this report are presented under the assumption that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. Management has determined that certain factors raise substantial doubt about our ability to continue as a going concern, including our net loss of $297,394 for the year ended December 31, 2020 and our accumulated deficit of $20,138,182 at December 31, 2020. WeSmaller reporting companies are not generating sufficient operating cash flows to support continuing operations. Our ability to continue as a going concern is dependent upon our ability to successfully execute our business plan, obtain additional financing and achieve a level of cash flows from operations adequate to support our cost structure. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Our history in the healthcare services business makes an evaluation of us and our future extremely difficult, and profits are not assured.~~

We began development of our healthcare services business at the end of December 2008 and opened our first spine injury diagnostic center in August 2009. There can be no assurance that we will be profitable in the future or that investors’ investments in us will be returned to them in full, or at all, over time. In view of our history in the healthcare industry, an investor must consider our business and prospects in light of the risks, expenses and difficulties encountered by companies in our industry. There can be no assurance that we will be successful in undertaking any or all of the activities required for successful commercial operations. Our failure to successfully undertake such activities could materially and adversely affect our business, prospects, financial condition and results of operations. There can be no assurance that our business operations will generate significant revenues, that we will generate additional positive cash flow from our operations or that we will be able to achieve or sustain profitability in any future period. Additionally, we have expended a great deal of resources developing, testing, and marketing the Quad Video Halo, but we have no assurances that the market will accept this product.

We depend to a large extent on the services of certain key management personnel, including our executive officers and other key consultants, the loss of any of which could have a material adverse effect on our operations.

Our future revenues may be affected by a variety of factors, many of which are outside our control, including the success of implementing our business and trends and changes in the healthcare industry. We have no control on how long it takes cases to settle, making it difficult to forecast cash flow. As a result of our operating history and the nature of our business plan, it is difficult to forecast revenues or earnings accurately, which may fluctuate significantly from quarter to quarter.

~~We have a history of significant operating losses and will need to increase operating expenses in the future if we decide to grow our business.~~

Since our inception in 1998, until commencement of our spine injury diagnostic operations in August 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit from operations of $15,004,698 as of December 31, 2009. Since that time, our accumulated deficit has increased to $20,138,182, as of December 31, 2020. During the fourth quarter of 2018, we chose to discontinue funding future medical procedures due to our cash position. Presently, we are trying to limit all operating expenses as much as possible. If in the future we decide to increase our service development, marketing efforts and/or brand building activities, we will need to increase our operating expenses and our general and administrative functions to support such growth in operations. No such growth in operations is presently planned. We will need to generate significant revenues to achieve our business plan. Our continued existence is dependent upon our ability to successfully execute our business plan, as well as our ability to increase revenue from services and obtain additional capital from borrowing and selling securities, as needed, to fund our operations. There is no assurance that additional capital can be obtained or that it can be obtained on terms that are favorable to us and our existing stockholders. Any expectation of future profitability is dependent upon our ability to expand and develop our healthcare services business, of which there can be no assurances.

~~We may incur significant expenses as a result of being a publicly traded company, which may negatively impact our financial performance.~~

We may incur significant legal, accounting and other expenses as a result of being a publicly traded company. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the SEC, has required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

Our internal control over financial reporting may not be considered effective, which could result in a loss of investor confidence in our financial reports and in turn could have an adverse effect on our stock price.

~~Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, with our annual reports, we are~~ required to ~~furnish a report~~provide the information required by our management on our internal control over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of the year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. If we are unable to assert that our internal control is effective, investors could be adversely affected.

Our healthcare business model depends upon our ability to implement and successfully execute our business and marketing strategy, which includes our ability to find and form relationships with spine surgeons, orthopedic surgeons and other healthcare providers, from whom they may obtain referrals for injured patients. If we are unable to find and form relationships with such healthcare providers, our business will likely fail.

~~If competition increases, our growth and profits, if any, may decline.~~

The market to provide healthcare services and solutions is highly fragmented and competitive. Currently, we believe the business solutions that we can provide to spine surgeons, orthopedic surgeons and other healthcare providers for necessary, reasonable and appropriate treatment for musculo-skeletal spine injuries resulting from automobile and work-related accidents, are somewhat unique in most geographic markets. However, if we achieve our goal of becoming a leader in providing technology and monetizing services to spine surgeons, orthopedic surgeons and other healthcare providers to facilitate proper treatment of their injured clients, we believe that competition for our business model will substantially increase. Further, there are many alternatives to the services we can provide, that are currently available to surgeons and their injured patients. We can make no assurances that we will be able to effectively compete with the various services that are currently available or may become available in the future.

Because the barriers to entry in our geographic markets are not substantial and customers have the flexibility to move easily to new care management service providers, we believe that the addition of new competitors may occur relatively quickly. Some physicians and other healthcare providers may elect to compete with us by offering their own products and services to their clients and patients. In addition, significant merger and acquisition activity has occurred in our industry as well as in industries that will supply products to us, such as the hospital, physician, pharmaceutical, medical device, and health information systems industries. If competition within our industry intensifies, our ability to affiliate with new doctors and/or obtain physician referrals, or maintain or increase our revenue growth, pricing flexibility, control over medical cost trends, and marketing expenses may be compromised.

~~Future acquisitions and joint ventures may use significant resources or be unsuccessful.~~

As part of our business strategy, we may pursue acquisitions of companies providing services that are similar or complementary to those that we provide or plan to provide in our business, and we may enter into joint ventures to provide services at certain facilities. These acquisitions and joint venture activities may involve:

~~any of which could have a material adverse effect on our financial condition and results of operations.~~

~~Additionally, a strategy of growth by acquisitions and joint ventures involves numerous risks, including:~~

We cannot assure you that we will be able to identify suitable candidates or negotiate and consummate suitable acquisitions or joint ventures. Also, we cannot assure you that we will succeed in obtaining financing for any future acquisitions or joint ventures at a reasonable cost, or that such financing will not contain restrictive covenants that limit our operating flexibility or other unfavorable terms. Even if we are successful in consummating acquisitions or joint ventures, we may not succeed in developing and achieving satisfactory operating results for the acquired businesses or integrating them into our existing operations.

~~If lawsuits are brought against us and are successful, we may incur significant liabilities.~~

Although we are not a medical service provider, spine surgeons, orthopedic surgeons and other healthcare providers with whom we form relationships are involved in the delivery of healthcare and related services to the public. In providing these services, the physicians and other licensed providers in our affiliated professional groups are exposed to the risk of professional liability claims. Further, plaintiffs have proposed expanded theories of liability against managed care companies as well as against employers who use managed care in many cases that, if established and successful, could expose us to liability from such claims, and could adversely affect our operations.

~~Regulatory authorities or other parties may assert that, in conducting our business, we may be engaged in unlawful fee splitting or the corporate practice of medicine.~~

The laws of many states prohibit physicians from splitting professional fees with non-physicians and prohibit non-physician entities, such as us, from practicing medicine, self-referral and from employing physicians to practice medicine. The laws in most states regarding the corporate practice of medicine have been subjected to limited judicial and regulatory interpretation. We believe our current and planned activities do not constitute fee-splitting or the unlawful corporate practice of medicine as contemplated by these laws. There can be no assurance, however, that future interpretations of such laws will not require structural and organizational modification of our existing relationships with the practices. In addition, statutes in some states in which we do not currently operate could require us to modify our affiliation structure. If a court, payer or regulatory body determines that we have violated these laws, we could be subject to civil or criminal penalties, our contracts could be found legally invalid and unenforceable (in whole or in part), or we could be required to restructure our arrangements with our contracted physicians and other licensed providers.

~~We operate in an industry that is subject to extensive federal, state, and local regulation, and changes in law and regulatory interpretations could reduce our revenue and profitability potential.~~

~~The healthcare industry is subject to extensive federal, state, and local laws, rules, and regulations relating to, among other things:~~

In recent years, both federal and state government agencies have increased civil and criminal enforcement efforts relating to the healthcare industry. This heightened enforcement activity increases our potential exposure to damaging lawsuits, investigations, and other enforcement actions. Any such action could distract our management and adversely affect our business reputation and profitability.

In the future, different interpretations or enforcement of laws, rules, and regulations governing the healthcare industry could subject our current business practices to allegations of impropriety, self-referral or illegality or could require us to make changes in our facilities, equipment, personnel, services, and capital expenditure programs, increase our operating expenses, and distract our management. If we fail to comply with these extensive laws and government regulations, we could suffer civil and criminal penalties, or be required to make significant changes to our operations. In addition, we could be forced to expend considerable resources to respond to an investigation or other enforcement action under these laws or regulations.

~~Changes in laws, rules, and regulations, including those governing the corporate practice of medicine, fee splitting, workers~~’ ~~compensation, and insurance, may affect our ability to expand our operations into other states and, therefore, may reduce our profitability.~~

State laws, rules, and regulations relating to our business vary widely from state to state, and courts and regulatory agencies have seldom interpreted them in a way that provides guidance with respect to our business operations. Changes in these laws, rules, and regulations may adversely affect our profitability. In addition, the application of these laws, rules, and regulations may affect our ability to expand our operations into new markets.

Most states limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Many states also limit the scope of business relationships between business entities like ours and licensed professionals and professional organizations, particularly with respect to fee splitting between a licensed professional or professional organization and an unlicensed person or entity. We operate our business by maintaining long-term administrative and management agreements with affiliated professional doctors. Through these agreements, we perform only non-medical administrative services. All control over medical matters is retained by the affiliated physicians or professional groups. Although we believe that our arrangements with physicians and the other affiliated licensed providers comply with applicable laws, regulatory authorities or other third parties may assert that we are engaged in the corporate practice of medicine or that our arrangements with the physicians or affiliated professional groups constitute fee-splitting or self-referral, or new laws may be introduced that would render our arrangements illegal. If this were to occur, we and/or the affiliated professional groups could be subject to civil or criminal penalties and/or we could be required to restructure these arrangements, all of which may result in significant cost to us and affect our profitability.item.

~~We may issue a large number of shares of common stock in the future, including without limitation in a strategic business transaction, which could cause substantial dilution to all stockholders.~~

We may seek to raise equity or equity-related capital in the future. Additionally, we are presently seeking to enter into a strategic business transaction with another company. Either event could result in us issuing a large number of shares of common stock. Any issuance of shares of our common stock will dilute the percentage ownership interest of all stockholders and may further dilute the book value per share of our common stock. This dilution could be substantial, depending on the size of such issuance transaction.

We have never paid cash dividends on our common stock and do not anticipate doing so for the foreseeable future. The payment of dividends, if any, is within the discretion of our board of directors and is dependent on our revenues and earnings, if any, capital requirements, general financial condition, and other relevant factors. We presently intend to retain all earnings, if any, to implement our business strategy.

~~The market for our stock is limited and our stock price may be volatile.~~

There is a limited market for our common stock and a stockholder may not be able to liquidate his or her shares regardless of the necessity of doing so. The prices of our shares are highly volatile. This could have an adverse effect on developing and sustaining the market for our securities. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly. In addition, the stock markets in general can experience considerable price and volume fluctuations.

~~The trading price of our common stock entails additional regulatory requirements, which may negatively affect such trading price.~~

Generally, the Securities and Exchange Commission generally defines a “penny stock” as any equity security that is quoted over-the-counter, such as on the OTC Bulletin Board (which is a facility of FINRA) or OTC Link LLC (which is owned by OTC Markets Group, Inc., formerly known as Pink OTC Markets Inc.) that has a market price of less than $5.00 per share. The trading price of our common stock is below $5.00 per share. As a result of this price level, our common stock is considered a penny stock and trading in our common stock is subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934. These rules require additional disclosure by broker-dealers in connection with any trades generally involving penny stocks subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transaction before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock. As a consequence, the market liquidity of our common stock could be severely affected or limited by these regulatory requirements.

~~We currently maintain our~~Our principal executive offices are located at ~~5151 Mitchelldale A2, Houston, Texas 77092. This office space encompasses approximately 200 square feet and is provided~~895 Dove Street, Suite 300, Newport Beach, CA 92660. We occupy this location pursuant to a lease that may be terminated by us ~~at the rental rate of $1,850 per month~~ on a monthly basis by Northshore Orthopedics, Assoc. (“NSO”), a company owned by William Donovan, M.D., our director and Chief Executive Officer. The rent includes the use of the telephone system, computer server, and copy machines. 90 days prior notice.

As of the date of this Annual Report, to our knowledge, there are no legal proceedings or regulatory actions material to us to which we are a party, or have been a party to, or of which any of our property is or was the subject matter of, and no such proceedings or actions are known by us to be contemplated except as provided below:

Due to the misrepresentations and omissions of SuperGreen, Calvin C. Cao and Michael H. Cao, among other reasons, the Company filed a complaint in the U.S. District Court, Central District of California on February 2, 2023 against SuperGreen, Michael H. Cao, Linh T. Dao, Calvin C. Cao and entities affiliated with them alleging fraud-concealment, breach of contract, breach of fiduciary duty-duty of good faith, breach of fiduciary duty-undivided loyalty, conversion and violation of California Penal Code Sec. 496 (the “Cao Lawsuit”). This lawsuit seeks compensatory damages of at least $33.6 million, treble and punitive damages, imposition of a constructive trust over the defendants assets, pre-judgment and post-judgment interest, attorney’s fees and such other relief as determined by the court.

Effective February 20, 2023, the Company, together with its wholly owned subsidiary Bitech Mining Corporation entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “C. Cao Settlement Agreement”) with Calvin Cao (“C. Cao”) and SuperGreen Energy Corporation (“SuperGreen,” together with C. Cao, the “C. Cao Parties”). The C. Cao Settlement Agreement settles as to the C. Cao Parties, the Cao Lawsuit. Pursuant to the C. Cao Settlement Agreement, the C. Cao Parties terminated the Patent & Technology Exclusive and Non-Exclusive License Agreement between Bitech Mining Corporation and SuperGreen dated January 15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the “License Agreement”) and SuperGreen canceled 51,507,749 shares of the Company’s common stock, par value $0.001 per share issued by the Company to SuperGreen pursuant to the License Agreement. In addition, the parties to the Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice of the Cao Lawsuit as to the C. Cao Parties. The Settlement Agreement also contains additional covenants, representations and warranties that are customary of litigation settlement agreements. The Company intends to continue to pursue the Cao Lawsuit as to the remaining defendants in that case, namely Michael Cao, B&B Investment Holding, LLC (“B&B Investment”) and Linh Dao.

On March 6, 2023, Michael Cao and Linh Dao filed, without an attorney, a pro se Motion to Dismiss for Lack of Jurisdiction. No hearing has been set for this motion. On March 23, 2023, the Court entered a default against B&B Investment for failing to appear or otherwise defend itself in the case. B&B Investment is an affiliate of Michael Cao.

The Company intends to vigorously prosecute this case and believes the basis for the motion to dismiss the case lack merit. We cannot predict the outcome of this lawsuit, however.

~~None.~~We have evaluated the foregoing Cao Lawsuit to assess the likelihood of any unfavorable outcome and to estimate, if possible, the amount of potential loss as it relates to the litigation. Based on this assessment and estimate, which includes an understanding of our intention to vigorously prosecute the Cao Lawsuit, we believe that the potential defenses of any of the remaining defendants lack merit, however, and we cannot predict the likelihood of any recoveries by any of our claims against the remaining defendants. This assessment and estimate is based on the information available to management as of the date of this Annual Report and involves a significant amount of management judgment, including the inherent difficulty associated with assessing litigation matters in their early stages. As a result, the actual outcome or loss may differ materially from those envisioned by the current assessment and estimate. Our failure to successfully prosecute, defend or settle the Cao Litigation with the remaining defendants could have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock to decline.

ITEM 5.MARKET FOR ~~REGISTRANT~~’SREGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the OTCQB tier of the OTC Markets Group, Inc. under the symbol, ~~“SPIN.~~“BTTC.” The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information.

~~As of March 26, 2021, there were approximately 63 stockholders of record of~~The following table sets forth trading information for our common stock for the periods indicated, as quoted on the OTCQB.These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and we estimate that there were approximately 500 additional beneficial stockholders who hold their shares in “street name” through a brokerage firm or other institution. As of March 26, 2021, we have a total of 20,240,882 shares of common stock issued and outstanding. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.may not necessarily represent actual transactions.

As of December 31, ~~2020,~~2022 there were approximately 115 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries. We believe there are approximately 550 shareholders as of December 31, 2022.

We have not declared or paid any dividends on our common stock since our inception. We currently intend to reinvest all cash resources to finance the development and growth of our business. As a result, we do not intend to pay dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on the financial condition, earnings, legal requirements, restrictions in its debt agreements and any other factors that our board of directors deems relevant. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or our subsidiaries may incur.

The following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We issued all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder.

On April 19, 2022, the Company issued 4,635,720 shares of its Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $0.10 per share. The shares vest 25% on each April 18 commencing on April 18, 2023 so long as the individual is providing services to the Company or one of its subsidiaries.

On April 14, 2022, the Company issued 3,348,000 shares of its Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $0.10 per share. 1,802,769 shares vest on April 13, 2023 and 515,077 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.

During August 2022 and October 2022, the Company sold a total of 1,500,000 shares of its unregistered common stock to four accredited investors for $0.10 per share for total gross proceeds of $150,000.

As of December 31, 2022, we do not have any compensation plans under which our equity securities are authorized for issuance.

ITEM 7.~~MANAGEMENT~~’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The following~~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 years ended December 31, 2022 and 2021. It is supplemental to, and should be read in conjunction with, ~~the audited consolidated financial statements and the related notes to the consolidated financial statements included in this Form 10-K.~~

~~At the end of 2008, we launched~~ our new business concept of medical services and technology that delivers turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary, reasonable and appropriate treatment for musculo-skeletal spine injuries.

During the fourth quarter of 2018, the decision was made to discontinue funding future medical procedures due to our cash position, which also hampers our ability to pay back existing debt to a current director and shareholder. We did not fund any procedures in 2020 and will not do so in the future unless we can access additional capital. The service revenue we have funded has resulted in longer settlement times, which has created a slowdown in cash collections. Additionally, our efforts to establish a market for the Quad Video Halo has not met our expectations and we have cut back its development and operations. In late 2018, however, we were able to sell certain contracts to customers for the use of our QVH units along with image processing services.

There can be no guarantee of us continuing as a going concern if we cannot find additional capital. We continue to explore opportunities to raise additional capital to fund our operations. We are also actively seeking a private company with which to enter into a strategic business transaction, including without limitation a merger.

We recorded $95,941 in QVH lease revenue for the year ended December 31, 2020 coupled with $76,078 relating to excess collections for previously funded procedures, resulting in revenue of $172,019. For the same period in 2019, we recorded $73,046 in QVH lease revenue coupled with $136,327 relating to excess collections for previously funded procedures bringing total revenue to $209,373. For the year ended December 31, 2020, our collections of previously funded procedures decreased as we are no longer funding new procedures and previously funded procedures are in run-off.

~~There were no service costs in 2020. For the year ended December 31, 2019 service cost was $115,235 which consisted of inventory obsolescence write downs for the period.~~

Operating, general and administrative expenses for the year ended December 31, 2020 were $507,397 as compared to $1,643,803 for the year ended December 31, 2019. Operating expenses decreased due to decreases in bad debt expenses, investor relations expenses, payroll, consulting, insurance, computer expenses, factoring expense, goodwill impairment, depreciation and amortization, and rent expense.

Bad debt expense, net of recoveries, included in operating, general and administrative expenses, totaled $0 and $538,577, respectively, for the years ended December 31, 2020 and 2019. The decrease in bad debt expense is primarily attributable to our assessment of active cases that have aged greater than historic norms. While we continue to pursue all amounts owed, we increased the allowance for bad debt minimally to encompass those receivables in which collection is doubtful.

Other income (expense) for the year ended December 31, 2020 was other income, net of $37,984 as compared to other expense, net of $62,904 for the year ended December 31, 2019. For the year ended December 31, 2020, other income, net consisted primarily of the forgiveness of our Paycheck Protection Program (“PPP”) loan as further described below, partially offset by $26,646 of interest expense.. For the year ended December 31, 2019 the other expense, net consisted of $2,399 of income coupled with $65,303 of interest expense.

On April 22, 2020 we received an SBA loan in the amount of $64,097 under the federal PPP which helps businesses keep their workforce employed during the Coronavirus crisis. The PPP is part of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act signed into law in March of 2020. The PPP is a loan designed to provide direct incentive for small businesses to keep their workers on the payroll, which will be forgiven if all employees are kept on the payroll for eight weeks and the money is used for the sole purpose of payroll, rent, mortgage interest, or utilities, subject to the provisions in the program. The loan carries an interest rate of 1% and is due in two years, April 22, 2022. There is no collateral and no personal guarantees. In December 2020, we applied for forgiveness of our PPP loan and subsequently received a notice of approval. Accordingly, we removed the PPP loan amount from our consolidated balance sheet and recognized a gain on forgiveness of debt.

Net loss for the year ended December 31, 2020 was $297,394 compared to net loss of $1,612,569 for the year ended December 31, 2019. The main reason for the decrease is that we did not take as large bad debt expense, as well as no expense related to writing off obsolete inventory, factoring expense, nor impairment of goodwill, coupled with other operating expenses being lower.

During 2020, cash provided by operating activities was $446,971 as compared to $635,908 in 2019. The decrease in cash provided by operations was mainly due to a decrease in collections of outstanding receivables.

Cash used in financing activities totaled $515,903 for the year ended December 31, 2020, consisting of payments on our note payable totaling $110,000 and $470,000 in payments on our line of credit, partially offset by proceeds received from a PPP loan of $64,097. Cash used in financing activities totaled $585,000 for the year ended December 31, 2019, consisting of $90,000 in payments on our note and $495,000 in payments on our line of credit.

~~We have experienced losses and as a result have net operating loss carryforwards available to offset future taxable income.~~

~~In Note 3 to the audited consolidated~~ financial statements for the ~~years ended~~period January 8, 2021 (inception) through December 31, ~~2020~~2022 and ~~2019~~the accompanying notes for such period included in ~~this~~our Current Report on Form ~~10-K, we discuss those accounting policies that~~8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022. Our financial statements are considered to be significant in determining the results of operations and our financial position. The following critical accounting policies and estimates are important in the preparation of our financial statements:

~~The preparation of financial statements~~prepared in accordance with accounting principles generally accepted in the United States of America ~~requires~~(“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. 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 ~~management~~future business activities; our ability to ~~make significant estimates~~generate revenues; our need for substantial additional financing to operate our current and ~~judgments that affect the reported amounts~~future business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; risks related to competition; risks related to our lack of ~~assets, liabilities, revenues~~internal controls over financial reporting and ~~expenses. By~~ their ~~nature, these judgments~~effectiveness; increased costs we are subject to ~~an inherent degree~~as a result of ~~uncertainty. On an ongoing basis, we evaluate estimates. We base our estimates on historical experience~~being a public company in the United States; and other ~~facts~~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 ~~circumstances~~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.

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 discussed above.

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 ~~believe~~and/or persons acting on its behalf may issue. We do not undertake any obligation to ~~be reasonable,~~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.

Currently, we have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with industry focus on green data centers, commercial and residential utility, EV infrastructure, and other renewable energy initiatives. We have been developing and evaluating the commercial viability of our Evirontek™ Integrated Platform to resolve the exorbitantly high cost of electricity in several industries. We plan to pursue these innovative energy technologies through research and development, planned acquisitions of other green energy technologies and plans to become a grid-balancing operator using Battery Energy Storage System (BESS) solutions and applying new green technologies in power plants as a technology enabler in the green energy sector. While participating in the clean energy economy, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement or manufacture these innovative, scalable energy system solutions with technological focuses on smart grids, Building Energy Management System (BEMS), energy storage, and EV infrastructure.

To accelerate growth of a planned intellectual property (IP) portfolio through acquisition strategies, we plan to execute our Smart Acquisition Model with selected acquisitions of defensible technologies accompanied with visionary management teams who can demonstrate a common goal with us in order to unlock the full potential with capital infusion, accelerate growth. To achieve our development plans, we plan to incubate those acquired companies toward foreseeable plans for mergers and acquisitions, formation of global joint ventures, while facilitating new market entry to today’s fastest growing Southeast Asia region. With this acquisition model, we expect to build a valuable technology portfolio of IP assets in various innovative green energy technologies, leveraging our network of global capital partners with low-cost manufacturing capacity and oversea outsourcing technical talents from our niche sources in Vietnam.

Further, we plan to execute a Dual Growth Business Model as depicted in the diagram below encompassing (1) IP portfolio growth which includes technology licensing or technology acquisitions, enhanced with our plans to carry out research and development for specific applications, and (2) sustainable revenue growth by executing planned BESS acquisitions via joint ventures with capital partners to collect joint venture income from BESS operations or Vietnam-based manufacturing partners which can manufacture products derived from our technology solutions.

In light of these initiatives and other reasons noted below, the Company has, however, elected to discontinue its efforts to commercialize the electric power generation and charging system (the “Tesdison Technology”) it licensed from SuperGreen pursuant to the SuperGreen License. The Company has determined that the Tesdison Technology was not functional nor was it capable of being developed into a commercially viable product as had been represented to the Company by SuperGreen, its founder Calvin Cao, and his brother Michael Cao, leading up to Bitech Mining entering into the SuperGreen License. In addition, the Company will temporarily pause the further development of Intellisys-8, the Company’s planned chipset and related software that had been designed to reduce power consumption and heat in computer systems and accelerate their computational speed due to the currently unfavorable market conditions within the cryptocurrency market.

The Company acquired Bitech Mining on March 31, 2022 pursuant to a Share Exchange Agreement. Pursuant to the Share Exchange Agreement we acquired an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock representing 100% of the issued and outstanding shares of Bitech Mining in exchange for an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock. Each share of Series A Preferred Stock automatically converted 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 were a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 485,781,168 shares of Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000 shares. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

~~Revenue Recognition and Accounts Receivable~~accounting acquirer, prior to the Share Exchange are considered our historical financial results.

The ~~Company’s accounting for revenues is governed by two accounting standards. The Company’s service and product sale revenue are accounted for under ASC 606, Revenue from Contracts~~following agreements were entered into in connection with ~~Customers. Additionally,~~ the ~~Company’s QVH rental revenues are accounted for under ASC 842, Leases.~~acquisition of Bitech Mining:

~~Service~~Agreements involving Peter L. Dalrymple. On March 31, 2022, the Company, Quad and ~~Product Sale Revenue Recognition~~Peter L. Dalrymple (“Dalrymple”), a former director of the Company, entered into the MSA, Note Amendment and Security Agreement Amendment. See “Item 1 - Business – Acquisition of Bitech Mining Corporation.”

~~Historically,~~Disposition of Quad Video Assets. On June 30, 2022, we completed the sale of the Quad Video Assets pursuant to the terms of the Quad Video APA and the sale of certain accounts receivables related to our ~~net revenues included service revenues that arose from~~former spine pain management business pursuant to the ~~delivery~~terms of the SPIN Accounts Receivable APA. See “Item 1 - Business – Disposition of Quad Video Assets.”

Prior to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”) used to record medical ~~diagnostic services~~procedures including the collection of accounts receivables related to previously provided ~~to patients by medical professionals at~~ spine injury diagnostic ~~centers, only after~~services (collectively, the ~~patients completed~~“QVH Business”). On June 30, 2022, we sold the assets related to the QVH Business.

Historically, the Company acquired Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”) on

Comparison of the years ended December 31, 2022 and ~~signed required medical~~2021.

The Company has not generated any revenues from its primary business for the year ended December 31, 2022. We invoiced and collected $26,197 from QVH legacy business and recorded other income of $50,275 generated from accounts receivable previously written-off as uncollectible for the year ended December 31, 2022. There was no revenue for the year ended December 31, 2021.

During the year ended December 31, 2022, we incurred $888,106 of general and administrative expenses compared to $284,959 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 ($811,635) for the year ended December 31, 2022, compared to a net loss of ($284,959) for the year ended December 31, 2021.

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.

As of December 31, 2022 and December 31, 2021, we had total current liabilities of $11,397 and $11,106, respectively, and current assets of $210,723 and $976,947, respectively, to meet our current obligations. As of December 31, 2022, we had working capital of $199,326, a decrease of working capital of $766,515 as compared to December 31, 2021, driven primarily by cash used in operations.

For the year ended December 31, 2022, cash used in operations was ($789,344) which primarily included the net loss of ($811,635) partially offset by a $35,000 full amortization of exclusive license agreement.

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 December 31, 2022, cash generated from financing activities was not sufficient to fund our growth strategy in the short-term or long-term. The primary need for liquidity is to fund working capital requirements of the business, including operational expenses in connection with our efforts to become a provider of a suite of green energy solutions. The primary source of liquidity has primarily been private financing transactions. The ability to fund operations and pursue opportunities within the green energy industry depends on our ability to raise funds from debt and/or equity financing which is subject to prevailing economic conditions and financial, ~~paperwork. Service revenues were recorded as net patient service revenues based~~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 ~~variable consideration elements further described below. While we did collect 100%~~commercially reasonable terms.

As of the ~~accounts~~date of this Annual Report on ~~certain patients,~~Form 10-K, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our ~~historical collection rate was used to estimate the variable consideration expected~~results of operations or financial condition, including, and ~~is reflected~~without limitation, such considerations as liquidity and capital resources.

Changes in ~~the carrying balance~~or Adoption of ~~accounts receivable and service revenue recorded. A discount rate~~Accounting Practices

There were no material changes in or adoption of 48%, based on payment history, was used to reduce revenue to 52% of Current Procedural Terminology code rates (“CPT” codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services. CPT codes are developed, maintained and copyrighted by the American Medical Association). Patients were billed at the normal billing amount, based on national averages, for a particular CPT code procedurenew accounting practices during the year ended December 31, 2018 and prior years. We recorded no revenue related to medical diagnostic services provided during the years ended December 31, 2020 and 2019 and revenue presented represents adjustments of variable consideration received for procedures performed in years prior to 2019.2022.

Service revenue and corresponding accounts receivable are recognized by reference to “net revenue” and “accounts receivable, net” which is defined as gross amounts billed using CPT codes (“gross revenue”) less account discounts that are expected to result when individual cases are ultimately settled, which is the variable consideration associated with this revenue stream.Critical Accounting Policies

Our credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectability is reasonably assured. Payment for services are primarily made to us by a third party and the credit policy includes terms of net 240 days for collections; however, collections occur upon settlement or judgment of cases. As of December 31, 2020 and 2019, there were no material contract assets, contract liabilities, or deferred contract costs recorded in the consolidated financial statements.

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.

~~Rental revenues from operating leases are recognized on a straight-line basis over the term~~See Note 2 of the lease. Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned. For the QVH Leases, rental related services revenues for support, maintenance and video processing, delivery, and installation are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer. These revenues are recognized on a straight-line basis over the term of the lease. As of the year ended December 31, 2020, the Company’s leases consisted solely of operating leases.

~~In Note 3~~accompanying notes to ~~the audited~~unaudited condensed consolidated financial statements, which note is incorporated herein by reference.

We have not made a provision for ~~the years ended December 31, 2020 and 2019 included~~income taxes in ~~this Form 10-K, we discuss those recent accounting pronouncements that may be considered to be significant in determining current and/~~2022 or ~~future results of operations and~~2021, which reflects our ~~financial position.~~

~~Since~~valuation allowance established against our inception in 1998, until commencement of our spine injury diagnostic operations in August, 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficitbenefits from operations of $15,004,698 as of December 31, 2009. Since that time, our accumulated deficit has increased $5,134,184 to $20,138,182 as of December 31, 2020. During the year ended December 31, 2020, we recorded net ~~revenue of $183,342 and a net~~operating loss of $297,394. Successful business operations and our transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue adequate to support our cost structure. Considering the nature of the business, we are not generating immediate liquidity and sufficient working capital within a reasonable period of time to fund our planned operations and strategic business plan through the period of one year from the issuance of this report. There can be no assurances that there will be adequate financing available to us.carryforwards.

Additionally, during the fourth quarter of 2018, the decision was made to discontinue funding future medical procedures due to our cash position, which also hampered our ability to pay back existing debt to a current director and shareholder (see Note 6—Notes Payable in the Notes to Consolidated Financial Statements). We did not fund any procedures in 2020 and will not do so unless we can access additional capital. The service revenue we have funded has resulted in longer settlement times, which has created a slowdown in cash collections. Additionally, our efforts to establish a market for the Quad Video Halo has not met our expectations and we have cut back its development and operations. If we are unable to access additional capital in the near future, these recent developments could have a material negative impact on our financial performance and could have a material adverse effect on our results of operations and financial condition. We are also actively seeking a private company with which to enter into a strategic business transaction, including without limitation a merger. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Our financial statements for the fiscal years ended December 31, ~~2020~~2022 and ~~2019~~2021 are attached hereto.

We have audited the accompanying consolidated balance ~~sheets~~sheet of ~~Spine Injury Solutions, Inc. (the “Company”~~Bitech Technologies Corporation (“the Company”) as of December 31, ~~2020 and 2019,~~2022, and the related consolidated statements of operations, changes in ~~stockholders’ equity (deficit)~~shareholders’ deficit, and cash flows for ~~the years~~year then ended, and the related notes (collectively referred to as the ~~“financial statements”)~~financial statements). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020 and 2019,~~2022, and the results of its operations and its cash flows for the ~~years then~~year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal ~~controls~~control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the ~~Company’s~~entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our ~~audits~~audit provide a reasonable basis for our opinion.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has an accumulated deficit of $20,138,182 and a net loss of $297,394 as of and for the year ended December 31, 2020. Additionally, the Company is not generating sufficient cash flows to meet its regular working capital requirements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to thesecritical audit matters communicated below are ~~also described in Note 2. The consolidated financial statements do not include any adjustments that might result~~matters arising from the ~~outcome of this uncertainty.~~

~~Critical audit matters are matter arisings from the current-period~~current period audit of the ~~consolidated~~ financial statements that were communicated or required to be communicated to the audit committee and ~~that~~that: (1) relate to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) ~~represented~~involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As described further in Note 2 to the consolidated financial statements, the Company has incurred losses each year from inception through December 31, 2022 and expects to incur additional losses in the future.

We determined ~~that there are no~~the Company’s ability to continue as a going concern is a critical audit ~~matters.~~matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:

We reviewed the Company’s working capital and liquidity ratios and forecasted revenue, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.

The accompanying notes are an integral part of the audited consolidated financial ~~statements~~statements.

The accompanying notes are an integral part of the audited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’EQUITY ~~(DEFICIT)~~

The accompanying notes are an integral part of the audited consolidated financial statements.

Bitech Technologies Corporation (formerly, Spine Injury Solutions Inc.) (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998. ~~We changed~~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.

As a development-stage company, we are a global technology solution enabler dedicated to providing a suite of green energy solutions with industry focus on green data centers, commercial and residential utility, EV infrastructure, and other renewable energy initiatives. Bitech has been developing and evaluating the commercial viability of its Evirontek™ Integrated Platform to resolve the exorbitantly high cost of electricity in several industries. Bitech innovates energy technologies through research and development, planned acquisitions of other green energy technologies and plans to become a grid-balancing operator using Battery Energy Storage System (BESS) solutions and applying new green technologies in power plants to save electricity. While participating in the Clean Energy Economy, we seek business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement or manufacture these innovative, scalable energy system solutions with technological focuses on smart grid, Building Energy Management System (BEMS), energy storage, and EV infrastructure.

~~We are a technology, marketing, billing,~~Prior to March 31, 2022, we were engaged in the business of owning, developing and ~~collection company facilitating diagnostic services for patients who have sustained spine injuries resulting from traumatic accidents. We deliver turnkey solutions~~leasing the Quad Video Halo video recording system (“QVH”) used to spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatment of musculo-skeletal spine injuries resulting from automobile and work-related accidents. Our goal is to become a leader in providing technology and monetizing services to spine and orthopedic surgeons and other healthcare providers to facilitate proper treatment of their injured clients. By monetizing the providers accounts receivable, which includes diagnostic testing and non-invasive surgical care, patients are not unnecessarily delayed or prevented from obtaining needed treatment. By facilitating early treatment through affiliated doctors, we believe that health conditions can be prevented from escalating and injured victims can be quickly placed on the road to recovery. Through our affiliate system, we facilitate spine surgeons, orthopedic surgeons and other healthcare providers to provide reasonable, necessary, and appropriate treatments to patients with musculo-skeletal spine injuries. We assist the centers that provide the spine diagnostic injections and treatment and pay the doctors a fee for therecord medical procedures they performed. After a patient is billed for the procedures performed by the affiliated doctor, we take control of the patients’ unpaid bill and oversee collection. In most instances, the patient is a plaintiff in an accident case, where the patient is represented by an attorney. Typically, the defendant (and/or the insurance company of the defendant) in the accident case pays the patient’s bill upon settlement or final judgment of the accident case. The payment to us is made through the attorney of the patient. In most cases, we must agree to the settlement price and the patient must sign off on the settlement. Once we are paid, the patient’s attorney can receive payment for his or her legal fee. During the fourth quarter of 2018, the decision was made to discontinue funding future medical procedures due to our cash position, and we have not funded any procedures in 2020 and will not do so unless we can access additional capital (see Note 2 below). However, we continue to actively pursueincluding the collection of accounts receivables related to previously ~~funded procedures.~~

We own a patented device and process by which a video recording system is attached to a fluoroscopic x-ray machine, the “four camera technology,” which we believe can attract additional physicians and patients and provide us with additional revenue streams with our new programs designed to assist in treatment documentation. We have refined the technology, through research and development, resulting in a fully commercialized Quad Video Halo (“QVH”) System 3.0. Using this technology, diagnostic and treatment procedures are recorded from four separate video feeds that capture views from both inside and outside the body, and a video is made which is given to the patient’s representative to verify the treatment received.

~~In September 2014, we created a wholly-owned subsidiary, Quad Video Halo, Inc. The purpose of this entity is to hold certain company assets in connection with the QVH units.~~

~~Since our inception in 1998, until commencement of our~~provided spine injury diagnostic ~~operations in August, 2009,~~services (collectively, the “QVH Business”). On June 30, 2022, we sold the assets related to the QVH Business.

The following are summarized accounting policies considered to be critical by our management:

Since our inception, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit ~~from operations~~ of ~~$15,004,698~~$1,096,594 as of December 31, ~~2009. Since that time, our accumulated deficit has increased $5,133,484 to $20,138,182 as of December 31, 2020.~~2022. Presently, we are trying to limit all operating expenses as much as possible. If in the future we decide to increase our service development, marketing efforts and/or brand building activities, we will need to increase our operating expenses and our general and administrative functions to support such growth in operations. No such growth in operations is presently planned. We are also actively seeking a private company with which to enter into a strategic business transaction, including without limitation a merger; however, we cannot predict the ultimate outcome of our efforts. Our continued existence is dependent upon our ability to successfully merge with a financially viable company, or our ability to ~~increase revenue from services and~~ obtain additional capital from borrowing ~~and~~and/or selling securities, as needed, to fund our operations. There is no assurance that additional capital can be obtained or that it can be obtained on terms that are favorable to us and our existing stockholders. Any expectation of future profitability is likely dependent upon our ability to ~~expand and develop our business,~~successfully merge with another company, of which there can be no assurances.

During the fourth quarter of 2018, the decision was made to discontinue funding future medical procedures due to our cash position, which also hampered our ability to pay back existing debt to Wells Fargo Bank, N.A. and a current director and shareholder (see Note 6—Notes Payable). We ~~did~~were not ~~fund~~involved in any procedures in ~~2020~~2022 and ~~will not~~have no plans to do so ~~unless we can access additional capital.~~in the future. The previous service ~~revenue we have funded~~revenues earned has resulted in longer settlement times, which has created a slowdown in cash collections. Additionally, our efforts to establish a market for the Quad Video Halo has not met our expectations and we have cut back its development and operations. If we are unable to access additional capital in the near future, these recent developments could have a material negative impact on our financial performance and could have a material adverse effect on our results of operations and financial condition.

We are also actively seeking a private company with which to enter into a strategic business transaction, including without limitation a merger. Presently, we believe this to be the best course of actions for our shareholders.

The accompanying consolidated financial statements include the accounts of ~~Spine Injury Solutions, Inc.~~Bitech Technologies Corporation. and its wholly owned subsidiary, Quad Video Halo, Inc. All material intercompany transactions have been eliminated upon consolidation.

~~Our consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America~~Standards Codification (“~~U.S. GAAP”~~ASC”).

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of our consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of our financial position and results of operations.

~~The Company’s accounting for revenues is governed by two accounting standards. The Company’s service and product sale revenue are accounted for under~~ 606. ASC 606, Revenue from Contracts with ~~Customers. Additionally,~~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:

Substantially all of the Company’s ~~QVH rental revenues~~revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract with a customer. Contracts with customers are ~~accounted~~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 ~~under ASC 842, Leases.~~

~~Historically, our net revenues included service revenues that arose from the~~those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of ~~medical diagnostic services provided~~the services. The Company does not have any contract assets since the Company has an unconditional right to ~~patients by medical professionals~~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 ~~spine injury diagnostic centers, only after~~ the ~~patients completed~~invoice date, and ~~signed required medical~~the contracts do not have significant financing components nor variable consideration. There are no returns and ~~financial paperwork. Service revenues were recorded~~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 ~~net patient service revenues~~a price per unit. All estimates are based on ~~variable consideration elements further described below and in Note 4. While we did collect 100%~~the Company’s historical experience, complete satisfaction of the ~~accounts on certain patients, our historical collection rate was used to estimate~~performance obligation, and the variable consideration expected and is reflected in the carrying balance of accounts receivable and service revenue recorded. A discount rate of 48%, based on payment history, was used to reduce revenue to 52% of Current Procedural Terminology code rates (“CPT” codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services. CPT codes are developed, maintained and copyrighted by the American Medical Association). Patients were billedCompany’s best judgment at the ~~normal billing amount, based on national averages, for a particular CPT code procedure during~~time the year ended December 31, 2018 and prior years. We recorded no revenue related to medical diagnostic services provided during the years ended December 31, 2020 and 2019 and revenue presented represents adjustments of variable consideration received for procedures performed in years prior to 2019.estimate is made.

Rental revenues from operating leases are recognized on a straight-line basis over the term of the lease. Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned. For the QVH Leases, rental related services revenues for support, maintenance and video processing, delivery, and installation are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer. These revenues are recognized on a straight-line basis over the term of the lease. As of the year ended December 31, 2020 the Company’s leases consisted solely of operating leases.

Cash, accounts receivable, accounts payable, accrued liabilities ~~line of credit~~ and notes payable as reflected in the consolidated financial statements, approximates fair value. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Cash and cash equivalents 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.

During the year ended December 31, 2019 the Company determined its inventory to be worthless based on advances in technology that rendered inventories obsolete. Accordingly, during the years ended December 31, 2019, the company recognized a provision for inventory obsolescence of $116,221 to completely write-off inventory.

Property and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations. Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized.

Property and equipment consist of computers and equipment and are depreciated over their estimated useful lives of three years, using the straight-line method.

Intangible assets acquired are initially recognized at cost. Intangible assets acquired in a business combination are recognized at their estimated fair value at the date of acquisition. Intangibles with a finite life are amortized, ratably, based on the contractual terms of the associated agreements.

Goodwill recognized in a business combination is subjective and represents the value of the excess amount given to the acquired company above the estimated fair market value of the identifiable net assets on the acquisition date. Each year, during the fourth quarter, the goodwill amount is reviewed to determine if any impairment has occurred. Impairment occurs when the original amount of goodwill exceeds the value of the expected future net cash flows from the business acquired. During the year ended December 31, 2019, the Company noted significant indicators of impairment, and performed an impairment test on goodwill, noting the discounted future cash flows did not support the goodwill balance particularly because of the Company’s reduced emphasis on the marketing and development of the QVH. The result of our analysis was a full impairment of goodwill of $170,200 as of December 31, 2019.

We periodically review and evaluate long-lived ~~assets, such as intangible~~ 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.

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. ~~Based on our analysis we established an~~We have no accounts receivable to warrant any allowance ~~for doubtful accounts of $585,257 and $589,243,~~ at December 31, ~~2020 and 2019, respectively.~~2022 or December 31, 2021.

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 years ended December 31, ~~2020~~2022 and ~~2019,~~2021, we did not recognize any compensation expense ~~for the issuance of our common stock in exchange for services.~~during those periods.

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.

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. ~~In addition, when~~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. ~~We have recently adopted a policy of recording estimated~~Estimated interest and penalties are recognized as income tax expense and tax credits as a reduction in income tax expense. For the ~~years~~year ended December 31, ~~2020 and 2019,~~2022, we recognized no estimated interest or penalties as income tax expense.

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.

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 years ended December 31, ~~2020~~2022 and ~~2019,~~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.

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.

The total number of authorized shares of our common stock, par value $0.001 per share, was 250,000,000 shares and increased on June 27, 2022 to 1,000,000,000 shares. On June 27, 2022 the 9,000,000 shares of Series A Convertible Preferred Stock issued as of March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which is optional guidance related to reference rate reform that provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for our Term Loans and Revolving Credit Facility, which use LIBOR as a reference rate, and is effective immediately, but is only available through December 31, 2022 ~~(see Note 6 for further details on our Term Loan). The Company is currently evaluating the potential impact~~automatically converted to 485,781,168 shares of ~~this standard on our consolidated financial statements.~~

Accounts receivable arise from patients billed by the healthcare providers based on CPT codes as described in Note 1. Our customers, patients who receive medical services at diagnostic centers, are typically patients involved in auto accidents or work injuries. Patients complete and sign medical and financial paperwork, which includes an acknowledgement of each patient’s responsibility for payment for the services provided. Additionally, the paperwork should include an assignment of benefits. The timing of collection of receivables varies depending on patient sources of payment. Historical experience, through 2018, demonstrated that the collection period for individual cases may extend for two years or more. Accordingly, we have classified receivables as current or long term based on our experience, which indicates as of December 31, 2020 and 2019 that 30% of cases will be collected within one year of a medical procedure.

Our credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectability is reasonably assured. Payment for services are primarily made to us by a third party and the credit policy includes terms of net 240 days for collections; however, collections occur upon settlement or judgment of cases.common stock. As of December 31, ~~2020~~2022, there were 515,505,770 common shares issued and ~~2019,~~outstanding including the 7,983,720 of Restricted Stock Awards granted in April 2022 but not yet issued until vested.

On January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing 10,000,000 shares of preferred stock with a par value of $0.001 per share. Such amendment was filed on January 20, 2021.

On March 30, 2022, the Secretary of State of Delaware acknowledged the Company’s filing of a Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State creating a series of 9,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”) to be issued in connection with the Share Exchange. The Certificate of Designations include:

On March 31, 2022, we ~~determined~~issued 9,000,000 shares of Series A Preferred Stock in exchange for 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of Bitech Mining.

On April 19, 2022, the Company issued 4,635,720 shares of its restricted Common Stock to an ~~allowance~~individual as compensation for uncollectable accounts of $585,257 and $589,243, respectively was needed for those customer accounts whose collections appear doubtful. During the years ended December 31, 2020 and 2019, we recorded bad debt expense, net of recoveries of $-0- and $538,577, respectively.

~~During the year ended December 31, 2019, we sold certain individual accounts receivable balances to a third party~~future services at a discounted rate without recourse resulting in the receipt of $136,665 and the recognition of $71,194 in factoring expense. This factoring expense represents the discount provided to the purchaser and was recorded in an operating, general and administrative expense in the Company’s statement of operations for the year ended December 31, 2019. For the year ended December 31, 2020, no accounts receivable balances were sold to a third party at a discount rate.

~~Property and equipment consisted of the following at December 31, 2020 and 2019:~~

~~Depreciation expense totaling $14,420 and $51,808 was charged to operating, general and administrative expenses during the years ended December 31, 2020 and 2019, respectively.~~

~~On September 3, 2014, we entered into a $2,000,000 revolving line of credit agreement with Wells Fargo Bank, N.A. Outstanding principal~~fair value price on the line of credit bore interest at the thirty-day London Interbank Offered Rate (“LIBOR”) plus 2%. The line of credit agreement was amended at various dates until a final amendment on September 30, 2019 converted the line of credit into a one-year term loan precluding any additional draws but retaining all other terms. The line of credit and term loan were guaranteed by Peter L. Dalrymple, a member of our board of directors, and was secured by a first lien interest in certain of his assets.

~~On the August 31, 2020 maturity date of the term loan with Wells Fargo Bank, N.A., Mr. Dalrymple paid off in full the entire $610,000 remaining principal balance.~~

~~During the twelve months ended December 31, 2020 and 2019, the Company recorded $15,090 and $61,808 respectively in interest expense related to the Wells Fargo term loan.~~

Upon Peter L. Dalrymple paying off the principal balance of the Wells Fargo term loan on our behalf on August 31, 2020, we issued Mr. Dalrymple a $610,000 one-year secured promissory note. The secured promissory note bears interest of 6% per year with monthly payments of interest only due until maturity, when all unpaid interest and principal is due. This note is collateralized by all our accounts receivable and a pledge of the stock of our wholly owned subsidiary, Quad Video Halo, Inc. The secured promissory note balance was $490,000 at December 31, 2020.

~~During the year ended December 31, 2020, the Company recorded $11,058 in interest expense on the Dalrymple note, representing all interest due through that date.~~

On April 22, 2020 we received a $64,097 SBA loan under the federal Paycheck Protection Program, a program designed to help businesses keep their workforce employed during the COVID 19 pandemic. The Paycheck Protection Program was established under the Coronavirus Aid, Relief, and Economic Security ("CARES") Act signed into law in March of 2020. The Paycheck Protection Program provides a direct incentive for small businesses to keep their workers on the payroll and loans granted under the program are forgivable if employment levels maintained for specified periods and proceeds are used for payroll and other approved expenses (rent, mortgage interest, utilities, and certain other expenses) provided for under the program. Loans provided under the program are uncollateralized, include no guarantees, bear interest of 1% per year and mature two years from the date of ~~receipt.~~issuance of $0.10 per share. The ~~first payment~~shares vest 25% on each April 18 commencing on April 18, 2023 so long as the individual is providing services to the Company or one of its subsidiaries.

On April 14, 2022, the Company issued 3,348,000 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 $0.10 per share. 1,802,769 shares vest on April 13, 2023 and 515,077 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.

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.

On March 31, 2022, the Company acquired 94,312,250 shares of Bitech Mining’s Common Stock in exchange for 9,000,000 shares of its Series A Preferred Stock representing 100% of the issued and outstanding shares of Bitech Mining.

The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our ~~loan was originally due in November 2020, seven months from issuance. For~~predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the ~~reasons discussed throughout this report, we believe current economic uncertainty related~~historical financial results of Bitech Mining, the accounting acquirer, prior to the ~~COVID 19 pandemic and~~Share Exchange are considered our ~~inability to obtain financing though other means made the loan necessary to support our ongoing operations. We applied for forgiveness of our loan in 2020 and on December 31, 2020 the entire balance~~historical financial results.

The Combination of the ~~loan was forgiven~~Company and ~~recognized in other income as gain on forgiveness~~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 ~~debt in our Statements~~accounting for a merger of ~~Operations.~~ 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.

~~During the year ended December 31, 2020 and 2019 we did not issue any common stock.~~

We recognize compensation expense related to stock options in accordance with the ASC 718, Compensation - Stock Compensation. Under ASC 718 we measured stock-based compensation expense for stock options granted, based on weighted average fair values calculated using the Black Scholes option pricing model. We issued no stock options and recognized no related expense during the years ended December 31, 2020 and 2019.

~~Details of stock option activity for the years ended December 31, 2020 and 2019 follows:~~

The following table summarizes ~~outstanding stock options~~the consideration paid for Bitech Mining and ~~their respective exercise prices~~the fair value amounts of assets acquired and liabilities assumed recognized at ~~December 31, 2020:~~the acquisition date:

~~At December 31, 2020 and 2019 all options were fully vested and all compensation expense related to stock option awards has been recognized.~~

~~We currently maintain our~~Up until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092. This office space ~~encompasses~~encompassed approximately 200 square feet and iswas provided to us at the rental rate of ~~$1,875~~$1,000 per month onunder a ~~monthly basis by~~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 ~~includes~~included the use of the telephone system, computer server, and copy machines.

~~As further described~~We discontinued paying rent in ~~Note 6, during 2020 we borrowed $610,000 from Peter Dalrymple,~~December 2021 due to a ~~director~~lack of funds, and until March 31, 2022 when this lease was cancelled NSO provided the Company ~~under a secured promissory note. The outstanding balance of the note was $490,000 at December 31, 2020.~~

We have no current or deferred provision for income taxes for the years ended December 31, 2020 or 2019, because we have net operating loss carryforwards generated from recurring net losses offset by a full valuation allowance as described below.

Due to uncertainties surrounding our ability to generate future taxable income to realize these assets, a full valuation has been established to offset the net deferred income tax asset. Based on management’s assessment, utilizing an effective combined tax rate for federal and state taxes of approximately 21%, we have determined that it is not currently more likely than not that we will realize our deferred income tax assets of approximately $2,564,000 and $2,502,000 attributable predominantly to the future utilization of the approximate $11,605,000 and $11,374,000 in eligible net operating loss carryforwards, and the allowance for doubtful accounts, as of December 31, 2020 and 2019, respectively. We will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards will begin to expire in varying amounts from year 2021 to 2039, with those net operating losses generated during the year ended December 31, 2020 set to never expire based on the provisions of the Tax Reform Act.

Current income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, amounts available to offset future taxable income may be limited under Section 382 of the Internal Revenue Code.

Following is a reconciliation of the (provision) benefit for federal income taxes as reported in the accompanying consolidated statements of operations, to the expected amount at the 21% federal statutory rate:

~~We previously leased~~ office space under a month-to-month lease, with monthly lease payments of $6,000, through May 2019. We also previously leased a 2,400 square foot warehouse/office in Clear Lake Shores, Texas where we assembled, developed, tested, and marketed the Quad Video Halo. This warehouse lease was on a month-to-month basis, with a monthly rent of $1,950, and ended in February 2019 when we vacated the space. In June 2019, we moved into our current offices and now maintain a month-to-month lease, with monthly lease payments of $1,875, for office space.free.

The Company’s QVH unit rentals are governed by agreements that detail the lease terms and conditions. The determination of whether these contracts with customers contain a lease generally does not require significant judgement. The Company accounts for these rentals as operating leases. These leases do not include material amounts of variable payments and the Company has made the accounting policy election to exclude all taxes assessed by a governmental authority. The Company provides an option of the lessee to purchase the rented equipment upon the termination of the lease for the as then fair market value; however, the Company has not generated material revenue from sales of equipment under such options. Initial lease terms vary in length based upon customer needs and generally range from twelve to thirty-six months. Customer have the option to keep equipment on rent beyond the initial lease term on a one-year successive term that auto renews unless canceled by the customer. All of the Company’s rental products have long useful lives relative to the typical rental term with the original investment typically recovered in approximately five years. The rental products are typically rented for a majority of the time owned and a significant portion of the original investment is recovered when sold from inventory. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants.

~~All of the Company’s outstanding lease contracts as of December 31, 2020, are scheduled to mature in 2021 with expected operating lease payments to be received totaling approximately $66,000.~~

~~Included in property and equipment, net, as of December 31, 2020 and 2019 is equipment available for rent in the amount of $10,959 and $25,379, respectively.~~

~~On January 19, 2021, we held an Annual Meeting of Stockholders of Spine Injury Solutions, Inc. at our corporate offices. In addition~~Effective February 20, 2023, the Company and its wholly owned subsidiary Bitech Mining Corporation entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “C. Cao Settlement Agreement”) with Calvin Cao (“C. Cao”) and SuperGreen Energy Corporation (“SuperGreen,” together with C. Cao, the “C. Cao Parties”). The C. Cao Settlement Agreement settles as to ~~electing our current directors, ratifying our independent registered accounting firm and approving a non-binding advisory resolution~~the C. Cao Parties, the Company’s lawsuit as disclosed in its Current Report on ~~executive compensation, stockholders approved the following proposals:~~

~~A certificate of amendment was~~Form 8-K filed with the ~~Secretary of State of Delaware~~U.S. Securities and Exchange Commission on February 3, 2023 (the “Cao Lawsuit”). Pursuant to the C. Cao Settlement Agreement, the C. Cao Parties terminated the Patent & Technology Exclusive and Non-Exclusive License Agreement between Bitech Mining Corporation and SuperGreen dated January 15, 2021 as amended on January ~~21,~~15, 2021 ~~to effect the increase in the number of~~and on March 26, 2022 (the “License Agreement”) and SuperGreen canceled 51,507,749 shares of the Company’s common stock, par value $0.001 per share issued by the Company to SuperGreen pursuant to the License Agreement. In addition, the parties to the Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other and ~~preferred stock. The board of directors has not yet effected~~the Company’s filing a ~~reverse stock split as~~dismissal with prejudice of the ~~date~~Cao Lawsuit as to the C. Cao Parties. The Settlement Agreement also contains additional covenants, representations and warranties that are customary of ~~this annual report,~~litigation settlement agreements. The Company intends to continue to pursue the Cao Lawsuit as to the remaining defendants in that case, namely Michael Cao, B&B Investment Holding, LLC and ~~has no present plans to do so.~~Linh Dao.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~William Donovan, M.D.,~~Benjamin B. Tran, our President and Chief Executive Officer, is our principal executive officer and ~~John Bergeron,~~Robert J. Brilon, our Chief Financial Officer, is our principal financial officer.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, ~~2020.~~2022. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our principal executive officer and principal financial officer, in a manner that allowed for timely decisions regarding disclosure.

~~Management~~’sManagement’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework and Internal Control over Financial Reporting – Guidance for Smaller Public Companies.

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2020.~~2022. Based on this evaluation, our management concluded that, as of December 31, ~~2020,~~2022, we maintained effective internal control over financial reporting.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

There were no changes in our internal control over financial reporting during the year ended December 31, ~~2020~~2022 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Our management, including our principal executive officer and principal financial officer, does not expect that its disclosure controls or 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’s override of the control. The design of any systems of controls 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. Over time, ~~control~~controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~William F. Donovan, M.D.~~Benjamin B. Tran, PhD – Dr. ~~Donovan~~Tran currently serves as Chairman and Chief Executive Officer of the company. He has been the corporate strategist, investor, and financial partner in the formation and growth of several emerging growth technology companies. Benjamin specializes in cross-border M&A, private equity, merchant banking advisory and technology marketing. He also serves as Managing Partner of Cleantek Venture Capital, a cleantech-focused private equity advisory firm since January 2021 to present. Benjamin, at times, serves as senior advisor to several publicly traded companies. From February 2021 to April 2022, Benjamin has served as ~~our Chief Executive Officer since~~Senior Capital Market Advisor for Iveda Solutions, Inc. (NASDAQ: IVDA), an AI and IoT technology company to assist with financing and uplisting to Nasdaq. From August 2017 to January ~~2009~~2019, he served as Advisory Chairman of Vemanti Group, Inc. (OTCQB: VMNT), an innovative fintech company to assist in M&A and international business development. From November 2018 to April 2021, Benjamin also co-founded and served as ~~our President since May 2010. He~~chairman of CBMD, Inc., a privately held physician-based CBD science company specializing in pain management. Benjamin served as CFO of privately held Stock Navigators, a leading software and educational training institution for technical traders from June 2018 to June 2019. Since 2014 to present, Benjamin has served as ~~one~~managing partner of ~~our directors since April 2008. He is~~United System Capital, a ~~Board Certified Orthopedic Surgeon,~~private equity advisory firm in Newport Beach, California. Prior to United System Capital, Benjamin was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New York-based investment bank that has transacted over 100 IPOs/APOs/SPACs and raised over $4B for the U.S. and Asian companies. Benjamin spearheaded the organization to formulate a multi-functional investment banking service for emerging growth companies via globalization strategies. Benjamin has been ~~involved with~~seasoned international consultant providing corporate development and interim senior management to small and medium sized enterprises in Silicon Valley and the Asia Pacific region. He also served as a board director, CFO, corporate strategist, and executive advisor for several distressed companies, managing turn-around situations. As a Silicon Valley high-tech veteran, Benjamin brings over 20 years of diversified experience including mergers and acquisitions, venture ~~funding~~management, strategic marketing, and international business development. Prior to his investment and corporate advisory career, Benjamin worked for technology leaders including Micron Technology, Fujitsu Microelectronics, Mitsubishi Electric America, Philips Semiconductors, holding various senior technical and marketing management ~~for over 25 years. He was the co-founder of DRCA (later known as I.O.I) and became Chairman of this company that went~~positions. Benjamin received a Ph.D. in Business Administration, a Masters in Business Administration from the ~~pink sheets, to NASDAQ~~University of Phoenix, Masters of Science and ~~then to the AMEX before being acquired by a subsidiary~~Bachelor of the Bass Family. He was a founder of “I Need A Doc,” later changed to IP2M that was acquired by Dialog Group, a publicly traded company. He was the Chairman of House of Brussels, an international chocolate company and president of ChocoMed, a specialized confectionery company combining Nutraceuticals with chocolate bars. Dr. Donovan has been practicing as a physicianScience degrees in ~~Houston, Texas since 1975. Throughout his career as a physician, he has been involved in projects with both public and private enterprises. He received his Orthopedic training at Northwestern~~Electrical Engineering from San Jose State University, in Chicago. He was a Major in the USAF for 2 years at Wright Patterson Air Force base in Dayton, Ohio. He established Northshore Orthopedics, Assoc. in 1975 and continues in active practice in Houston, specializing in Orthopedic Surgery.California.

~~John Bergeron, CPA~~Robert J. Brilon – Mr. ~~Bergeron~~Brilon has served as our Chief Financial Officer since October ~~2011~~1, 2021 and was appointed as a director on April 14, 2022. He also has served as Chief Financial Officer for Iveda Solutions, Inc. (NASDAQ: IVDA) since December 2013. He was also Iveda’s President from February 2014 to July 2018 and Treasurer from December 2013 to July 2018 and was appointed Treasurer again on December 15, 2021. Mr. Brilon served as Iveda’s Executive Vice President of Business Development from December 2013 to February 2014 and as ~~one~~Iveda’s interim Chief Financial Officer and Treasurer from December 2008 to August 2010. Mr. Brilon joined New Gen Management Services, Inc. in July 2017 as the CFO (subsequently becoming President and CFO of ~~our directors since~~New Gen in July ~~2010. From May 2008 through September 2014,~~2018). Mr. Brilon was the President, Chief Financial Officer, Corporate Secretary, and Director of both Vext Science, Inc and New Gen until he resigned in February 2020. Mr. Brilon served as Chief Financial Officer and Executive Vice President of ~~Jolpeg Inc.~~Business Development of Brain State Technologies, a brainwave optimization software licensing and hardware company, from August 2010 to November 2013. From January 2010 to August 2010, Mr. Brilon served as Chief Financial Officer of MD Helicopters, a manufacturer of commercial and light military helicopters. Mr. Brilon also served as Chief Executive Officer, President, and Chief Financial Officer of InPlay Technologies (NASDAQ: NPLA), formerly, Duraswitch (NASDAQ: DSWT), a ~~private firm~~company that ~~consults on financial matters in service industries. From May 2002 until May 2008,~~licensed patented electronic switch technology and manufactured digital pen technology, from November 1998 to June 2007. Mr. ~~Bergeron~~Brilon served as ~~Divisional~~Chief Financial Officer of Gietz Master Builders from 1997 to 1998, Corporate Controller of ~~Able Manufacturing, a division~~Rental Service Corp. (NYSE: RRR) from 1995 to 1996, Chief Financial Officer and Vice President of ~~NCI Group, Inc, where his responsibilities included financial reporting, budgeting~~Operations of DataHand Systems, Inc. from 1993 to 1995, and ~~Sarbanes-Oxley Act compliance. Prior~~Chief Financial Officer of Go-Video (AMEX:VCR) from 1986 to ~~that,~~1993. Mr. Bergeron worked as controller of different internet companies and as an accounting manager for several other private firms. He has also worked as an auditor for Arthur Andersen. Mr. Bergeron has more than thirty years’ experience in financial management and corporate development of manufacturing and service industry companies. He has extensive experience in financial reporting of public companies, risk management, business process re-engineering, structuring and implementing accounting procedures and internal control programs for Sarbanes-Oxley Act compliance. Mr. BergeronBrilon is a ~~Certified Public Accountant. He received~~certified public accountant and practiced with several leading accounting firms, including McGladrey Pullen, Ernst and Young and Deloitte and Touche. Mr. Brilon holds a Bachelor of Science degree in Business Administration ~~in Accounting~~ from ~~Lamar~~the University ~~in 1979. He is also currently the President~~ of ~~the Montgomery County MUD #83.~~Iowa.

~~Jerry Bratton, J.D., MBA~~Greg D. Trimarche, JD – Mr. ~~Bratton~~Trimarche has served as one of our directors since ~~July 2010.~~December 21, 2022. He has practiced law for over 30 years in the areas of environmental and energy law and a wide range of other governmental and regulatory fields, as well as finance, intellectual property, general commercial litigation, and strategic planning and risk avoidance. His work focuses on emerging companies in the renewable energy and cleantech industries where he identifies and evaluates early-stage companies seeking to go public, strategic acquisition targets, strategic partnership opportunities, and other investment opportunities in the energy sector. Greg’s experience also covers federal and state energy and environmental regulatory programs, as well as the various governmental incentive programs relating to the energy and utility industries. Greg has been of counsel to the law firm Cooksey Toolen Gage Duffy Woog since 2017 and prior to that has been engaged in the private practice of law since 1989. In 2010, Greg co-founded Sustain SoCal (formerly, CleanTech OC), the clean technology trade association for Orange County, California and served as its President ~~of Bratton Steel, L.P. since 2006~~ and ~~previously with Bratton Steel, Inc. (its predecessor) since 1991. Bratton Steel~~Chief Executive Officer from 2010 to 2015. In additions, Greg is a ~~structural steel fabricating company. As President, Mr. Bratton has grown the company from~~frequent speaker at cleantech industry conferences. Greg is a startup to a company that employs up to approximately 75 employees. He has significant experience in overseeing sales, estimating, project management and contracting. Mr. Bratton served as President of the Texas Structure Steel Institute from 2007 to 2008. He is also apast member of the ~~American Institute~~Board of ~~Steel Construction. Mr. Bratton~~Directors of OCTANe (https://octaneoc.org), the fundraising and networking organization for Orange County’s technology industries. Also, since 2015, he has ~~business~~been an officer and ~~investment background~~director of GST Factoring, Inc. (“GST”), a company formerly engaged in ~~medical software, personal medical information records storage, RFID security products~~electronic payment processing services to law firms that represented student loan debtors. Greg earned a Bachelor of Arts in Political Science and ~~energy ventures. Mr. Bratton is~~Economics from the University of Kansas and a ~~licensed attorney~~Juris Doctor from University of Kansas School of Law.

None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the ~~State~~past 10 years except as follows:

In August 2020, in connection with an action by the Bureau of ~~Texas~~Consumer Financial Protection (the “Bureau”) against GST, Mr. Trimarche and ~~previously served as an assistant general counsel~~others, Mr. Trimarche consented to a permanent restraining order and ban on his participation in the ~~construction industry.~~debt-relief business, a ban on telemarketing consumer financial products or services, collecting payments from and providing assistance for consumers, use of consumer information, pay a $25,000 fine and cooperate with the Bureau in connection with its investigation and litigation related to this matter (the “Final Judgment”). Mr. ~~Bratton earned Juris Doctorate~~Trimarche denied any wrong doing in this lawsuit and ~~Master~~consented to the Financial Judgment to avoid the substantial costs involved in protracted litigation.

Our officers and board of ~~Business Administration degrees from Texas Tech University~~directors are well qualified as leaders. In their prior positions they have gained experience in ~~1977.~~core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. Our officers and directors also have experience serving on boards of directors and board committees of other public companies and private companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies.

~~Peter L. Dalrymple~~Number and Terms of Office of Officers and Directors ~~– Mr. Dalrymple joined~~

Our board of directors is comprised of three directors. Each director is elected at our annual meeting of stockholders and holds office for one year, or until his successor is elected and qualified. Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a President, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.

Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

The board does not have standing audit, compensation or nominating committees. The board does not believe these committees are necessary based on the size of our company, the current levels of compensation to our corporate officers and the ownership by our executive officers and directors which gives them control over all matters submitted to a vote of our stockholders. The board will consider establishing audit, compensation and nominating committees and the appointment of independent directors at the appropriate time.

The entire board of directors participates in ~~August 2014. Since July 2012, he has served as General Partner~~the consideration of ~~LPD Investments Ltd.~~compensation issues and ~~Manager~~ of ~~DLD Oil & Gas LLC. Prior to that, he was one~~director nominees. Candidates for director nominees are reviewed in the context of the ~~co-founders and owners~~current composition of the ~~Royal Purple Synthetic Lubricants Company, which at~~board and our operating requirements and the ~~time~~long-term interests of its ~~sale in 2012, was one~~stockholders. In conducting this assessment, the board of directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the ~~largest synthetic lubricants companies~~board and our company, to maintain a balance of knowledge, experience and capability.

The board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.

We believe that each of the members of our board of directors has the experience, qualifications, attributes and skills that make him suitable to serve as our director, in ~~North America. While~~light of the nature of our operations. See above under the heading “Management” for a description of the education and experience of each director.

Mr. Trimarche specific qualifications, experience, skills and expertise include:

Mr. Brilon’s specific qualifications, experience, skills and expertise include:

We believe these qualifications bring a broad set of complementary experience to our board of directors’ discharge of its responsibilities.

Our board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The board oversees management of financial risks; and regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with ~~Royal Purple, he was in charge of Sales~~each. The board regularly reviews plans, results and ~~Marketing. After the company was sold~~potential risks related to ~~Calumet Specialty Products Partner, a New York Stock Exchange company, in July of 2012, Mr. Dalrymple became a very active investor in several companies. He~~our business. The board is also expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a ~~trustee of Norwich University, from which he holds a Bachelor of Science Degree in Engineering Management. He previously served as a Lieutenant with~~material adverse effect on the ~~United States Army Corp. of Engineers.~~Company.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than ten percent of our common stock, to file reports of ownership and changes of ownership with the SEC. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC during the fiscal year ended December 31, ~~2020,~~2022, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, ~~2020.~~2022 except as follows: Benjamin Tran filed a late Form 3 and one Form 4, Gregory Trimarche filed a late Form 3, Calvin Cao file a late Form 3 and one Form 4, Michael Cao filed a late Form 3 and one Form 4 and Robert Brilon filed a late Form 3 and one late Form 4.

We have adopted a code of ethics that applies to our directors, principal executive officers, principal financial officers, principal accounting officer or controller, and persons performing similar functions. The Code of Ethics for Directors and Executive Officers can be found on our website at ~~spineinjurysolutions.com/corporate-governance/.~~https://bitech.tech/investors-relations. Further, we undertake to provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request in writing by mail to: ~~Spine Injury Solutions, Inc., P.O. Box 541566, Houston, Texas 77254-1566.~~Bitech Technologies Corporation, 895 Dove Street, Suite 300, Newport Beach, CA 92660.

We maintain a separately-designated standing audit committee. The Audit Committee currently consists of ~~Peter Dalrymple~~Robert Brilon and ~~Jerry Bratton.~~Greg Trimarche. Although the Charter of the Audit Committee provides for a majority of the Audit Committee to be independent, presently only Mr. ~~Bratton~~Trimarche is independent.

Mr. ~~Bratton~~Brilon is the Chairman of the Audit Committee, and the board of directors has determined that he is an audit committee financial expert as defined in Item 5(d)(5) of Regulation S-K. The primary purpose of the Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements on behalf of the board of directors. The Audit Committee meets privately with our management and with our independent registered public accounting firm and evaluates the responses by our management both to the facts presented and to the judgments made by our outside independent registered public accounting firm.

The following table ~~provides summary information for~~summarizes all compensation recorded by us in the past two fiscal years ~~2020 and 2019 concerning cash and non-cash compensation paid or accrued~~for:

For definitional purposes, these individuals are sometimes referred to ~~or on behalf of certain~~as the “named executive ~~officers (“named executive officers”).~~officers.”

During fiscal 2023, Mr. Tran will be paid a salary by the Company in the amount of $11,000 per month and Mr. Brilon will be paid a consulting fee at the approximate rate of $4,500 per quarter depending on the amount of time he devotes to providing services on behalf of the Company. There is no written agreement to pay Mr. Tran this compensation.

On April 19, 2022, the Company and Mr. Brilon entered into an Independent Contractor Agreement whereby Mr. Brilon (the “Independent Contractor Agreement”) agreed to serve as the Chief Financial Officer of the Company and shall have such duties and authorities consistent with such position as are customary for the position of chief financial officer of a company of the size and nature of the Company, and such other duties and authorities as shall be reasonably determined from time to time by the Board of Directors of the Company consistent with such position and to serve as an officer of any subsidiary of the Company as may be reasonably requested from time to time by the Board of Directors. In addition, Mr. Brilon agreed to serve as a member of the Company’s Board of Directors. The Independent Contractor Agreement may be terminated by either party on 15 days prior written notice without cause or five days after written notice in the event of a breach of the agreement by either party.

Mr. Brilon also signed a Proprietary Information and Inventions Agreement whereby he agreed that any proprietary information developed during the term of his service will be owned by the Company and that such information will be held in strict confidence and not ~~have~~disclosed to anyone outside the Company. In addition, Mr. Brilon agreed to, during the term of his service to the Company, refrain from engaging in or assisting anyone from engaging in any ~~employment agreements~~activity that is competitive with or similar to the business or proposed business of the Company and from soliciting any employees or consultants to the Company during the term of ~~our executive officers~~his engagement and thereafter for a period of one year from leaving or terminating their engagement with the Company.

As Compensation for Mr. Brilon’s service to the Company, the Company awarded him 4,635,720 shares of Common Stock which vest 25% on each April 18 commencing on April 18, 2023 so long as Mr. Brilon is providing services to the Company or one of ~~December 31, 2020.~~its subsidiaries. The value of these awards will be recorded in the year vested.

As of December 31, ~~2020, there were 20,000 fully vested~~2022, Robert J. Brilon has 4,635,720 shares of restricted common stock ~~options outstanding, with a weighted average exercise price~~awards which vest 25% on April 13, 2023, 25% on April 13, 2024, 25% on April 13, 2025 and 25% on April 13, 2026 only if Mr. Brilon is still providing services to the Company at the time of ~~$0.40 per share.~~vesting.

The following table sets forth all compensation paid to or earned by each of our directors during fiscal year 2022, except for ~~attending meetings nor do they receive~~compensation with respect to Messrs. Tran and Brilon. Information with respect to the compensation of these directors is included above in the “Summary Compensation Table.” As our executive officers, none of these directors (other than as described above) received any ~~other form of~~ compensation ~~in their capacity~~for service as ~~members of the board. We anticipate the board may revisit the issue of board member compensation at~~ a ~~later date.~~director during fiscal year 2022.

We attempt to make our compensation programs discretionary, balanced and focused on the long term. We believe goals and objectives of our compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure. Our approach to compensation practices and policies applicable to employees and consultants is consistent with that followed for its executives. Based on these factors, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information, as of ~~March 26, 2021,~~December 31, 2022, concerning, except as indicated by the footnotes below, (i) each person whom we know beneficially owns more than 5% of our common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on ~~20,240,882~~515,505,770 shares of common stock outstanding at ~~March 26, 2021.~~December 31, 2022. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of ~~March 26, 2021.~~December 31, 2022. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, stock options and warrants referenced in the footnotes below are currently fully vested and exercisable.

~~Includes (a) securities held individually by Peter L. Dalrymple, including (i) 1,000,000 shares~~Table of common stock; and (b) 1,987,276 shares of common stock held by LPD Investments Ltd. (“LPD”). Mr. Dalrymple is General Partner of LPD and has voting and investment authority over shares held by it. He is also a Limited Partner of LPD with the other Limited Partners being his wife and three trusts, of which he is trustee and his children are beneficiaries.

Contents

~~Table of Contents~~

Securities Authorized for Issuance under Equity Compensation Plans

~~The following table summarizes our equity compensation plan information as of December 31, 2020:~~None.

Plan Category

(a)
Common Shares to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights

(b)
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and
Rights ($)

(c)
Common Shares Available
for Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))

Equity compensation plans approved by our stockholders
- - -
Equity compensation plans not approved by security holders
20,000 (1) 0.40 -
Total
20,000 0.40 -

~~(1)~~

~~Consists of common shares to be issued upon exercise of outstanding stock options.~~

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED ~~TRANSACTIONS~~TRANSACTIONS; AND DIRECTOR INDEPENDENCE

~~On September 3, 2014, we entered into a $2,000,000 revolving line~~Related Party Transactions

A related party transaction includes any transaction or proposed transaction in which:

	●	we are or will be a participant;

	●	the aggregate amount involved exceeds $120,000 in any fiscal year; and

	●	any related party has or will have a direct or indirect material interest.

Related parties include any person who is or was (since the beginning of ~~credit agreement with Wells Fargo Bank, N.A. Outstanding principal on~~ the ~~line~~last fiscal year, even if such person does not presently serve in that role) our executive officer or director, any shareholder owning more than 5% of ~~credit bore interest at the thirty-day London Interbank Offered Rate (“LIBOR”) plus 2%. The line~~any class of credit agreement was amended at various dates until a final amendment on September 30, 2019 converted the line of credit into a one-year term loan precluding any additional draws but retaining all other terms. The line of credit and term loan were guaranteed by Peter L. Dalrymple, aour voting securities or an immediate family member of any such person.

Any potential related party transaction that requires approval will be reviewed and overseen by our board of directors, and ~~was secured by a first lien interest~~the board of directors will consider such factors as it deems appropriate to determine whether to approve, ratify or disapprove the related party transaction. The board of directors may approve the related party transaction only if it determines in ~~certain~~good faith that, under all of ~~his assets.~~the circumstances, the transaction is in the best interests of us and our shareholders.

OnThe following agreements were entered into in connection with the ~~August 31, 2020 maturity date~~acquisition of ~~the term loan with Wells Fargo Bank, N.A., Mr. Dalrymple paid off in full the entire $610,000 remaining principal balance.~~Bitech Mining:

~~Upon~~Agreements involving Peter L. Dalrymple. On March 31, 2022, the Company, Quad and Peter L. Dalrymple ~~paying off the principal balance~~(“Dalrymple”), a former director of the ~~Wells Fargo term loan on our behalf on August 31, 2020,~~Company, entered into the MSA, Note Amendment and Security Agreement Amendment. See “Item 1 - Business – Acquisition of Bitech Mining Corporation.”

Disposition of Quad Video Assets. On June 30, 2022, we issued Mr. Dalrymple a $610,000 one-year secured promissory note. The secured promissory note bears interest of 6% per year with monthly payments of interest only due until maturity, when all unpaid interest and principal is due. This note is collateralized by all our accounts receivable and a pledgecompleted the sale of the ~~stock of our wholly owned subsidiary,~~ Quad Video ~~Halo, Inc. The secured promissory note balance was $490,000 at December 31, 2020.~~Assets pursuant to the terms of the Quad Video APA and the sale of certain accounts receivables related to our former spine pain management business pursuant to the terms of the SPIN Accounts Receivable APA. See “Item 1 - Business – Disposition of Quad Video Assets.”

~~During the year ended December 31, 2020, the Company recorded $11,058 in interest expense on the Dalrymple note, representing all interest due through that date.~~

Director Independence

We currently have one independent director on our board, ~~Jerry Bratton.~~Gregory D. Trimarche. The definition of “independent” used herein is arbitrarily based on the independence standards of The NASDAQ Stock Market LLC. The board performed a review to determine the independence of ~~Jerry Bratton~~Gregory D. Trimarche and made a subjective determination as to each of these directors that no transactions, relationships or arrangements exist that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of ~~Spine Injury Solutions, Inc.~~the Company. In making these determinations, the board reviewed information provided by these directors with regard to each individual’s business and personal activities as they may relate to us and our management.

Table of Contents

~~Table of Contents~~

The following table sets forth the fees paid or accrued by us for the audit and other services provided or to be provided by our principal independent accountants during the years ended December 31, ~~2020~~2022 and ~~2019.~~ 2021.

All above audit services, audit-related services and tax services, for the fiscal years ended December 31, ~~2020~~2022 and ~~2019,~~2021, were pre-approved by our Audit Committee, which concluded that the provision of such services was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors.

* Incorporated by reference from our previous filings with the SECITEM 16. FORM 10-K SUMMARY

In accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March ~~26, 2021.~~31, 2023.

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates indicated:

Delaware		98-0187705
(State or Other Jurisdiction of ~~Incorporation or~~		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
~~Organization)~~

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

PART I

Item 1.	Business	5 4
Item 1A.	Risk Factors	8 7
Item 1B.	Unresolved Staff Comments	13 7
Item 2.	Properties	13 7
Item 3.	Legal Proceedings	13 7
Item 4.	Mine Safety Disclosures	13 7

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14 8
Item 6.	~~Selected Financial Data~~Reserved	14 8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14 8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17 11
Item 8.	Financial Statements and Supplementary Data	18 12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial ~~Disclosure~~Disclosures	33 25
Item 9A.	Controls and Procedures	33 25
Item 9B.	Other Information	34 25
Item 9C 9C.	~~Subsequent Events~~ Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	25

PART III

Item 10.	Directors, Executive Officer and Corporate Governance	35 26
Item 11.	Executive Compensation	36 29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37 31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38 32
Item 14.	Principal Accountant Fees and Services	39 33

PART IV

Item 15.	Exhibits and Financial Statement Schedules	40 34
Item 16.	~~Signatures~~Form 10-K Summary	42 36
	Signatures	37

	Low Trading Price		High Trading Price
Period	($)		($)
Year Ended December 31, 2022
Fourth Quarter (December 31, 2022)		0.02		0.14
Third Quarter (September 30, 2022)		0.10		0.19
Second Quarter (June 30, 2022)		0.09		0.45
First Quarter (March 31, 2022)		0.07		0.18

Year Ended December 31, 2021
Fourth Quarter (December 31, 2021)		0.05		0.21
Third Quarter (September 30, 2021)		0.15		0.42
Second Quarter (June 30, 2021)		0.06		0.43
First Quarter (March 31, 2021)		0.03		0.19

●	~~that private parties, courts or governmental officials with the power to interpret or enforce these laws and regulations, will not assert that we are in violation of such laws and regulations;~~
●	~~that future interpretations of such laws and regulations will not require us to modify the structure and organization of our business; or~~
●	that any such enforcement action, which could subject us and our affiliated professional groups to penalties or restructuring or reorganization of our business, will not adversely affect our business or results of operations.

●	~~significant cash expenditures;~~
●	~~additional debt incurrence;~~
●	~~additional operating losses;~~
●	~~increases in intangible assets relating to goodwill of acquired companies; and~~
●	~~significant acquisition and joint venture related expenses,~~

●	~~difficulties integrating acquired personnel and harmonizing distinct corporate cultures into our current businesses;~~
●	~~diversion of our management’s time from existing operations; and~~
●	~~potential losses of key employees or customers of acquired companies.~~

●	~~payment for services;~~
●	~~conduct of operations, including fraud and abuse, anti-kickback, physician self-referral, and false claims prohibitions;~~
●	~~operation of provider networks and provision of case management services;~~
●	~~protection of patient information;~~
●	~~business, facility, and professional licensure, including surveys, certification, and recertification requirements;~~
●	~~corporate practice of medicine and fee splitting prohibitions;~~
●	~~ERISA health benefit plans; and~~
●	~~medical waste disposal and environmental protection.~~

Report of Independent Registered Public Accounting Firm (PCAOB ID 6901)		19 13

Consolidated Financial Statements

	Consolidated Balance Sheets at December 31, ~~2020~~2022 and ~~2019~~2021	20 14

	Consolidated Statements of Operations for the years ended December 31, ~~2020~~2022 and ~~2019~~2021	21 15

	Consolidated Statements of Changes in Stockholders’ Equity ~~(Deficit)~~ for the years ended December 31, ~~2020~~2022 and ~~2019~~2021	22 16

	Consolidated Statements of Cash Flows for the years ended December 31, ~~2020~~2022 and ~~2019~~2021	23 17

Notes to Consolidated Financial Statements		24 18

/s/ ~~Ham, Langston & Brezina, LLP~~ Fortune CPA, Inc

We have served as the Company’s auditor since ~~2010.~~2022.

Huntington Beach, CA	~~Houston, Texas~~

March ~~26, 2021~~ 31, 2023
PCAOB # 6901

	December 31,			December 31,
	2020			2019
ASSETS

Current assets:
Cash and Cash equivalents	$	41,655		$	110,587
Accounts receivable, net		232,244			480,350
Prepaid expenses		-			12,314

Total current assets		273,899			603,251

Accounts receivable, net of allowance for doubtful accounts of $585,257 and $589,243 at December 31, 2020 and 2019, respectively		-			531,573
Property and equipment, net		10,959			25,379

Total assets	$	284,858		$	1,160,203


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Line of credit	$	-		$	1,070,000
Notes payable		490,000			-
Accounts payable and accrued liabilities		43,288			41,239

Total current liabilities		533,288			1,111,239

Commitments and contingencies (Note 10)
Stockholders’ equity (deficit):
Common stock: $0.001 par value, 50,000,000 shares authorized, 20,240,882 shares issued and outstanding at December 31, 2020 and 2019, respectively		20,241			20,241
Additional paid-in capital		19,869,511			19,869,511
Accumulated deficit		(20,138,182	)		(19,840,788	)

Total stockholders’ equity (deficit)		(248,430	)		48,964

Total liabilities and stockholders’ equity (deficit)	$	284,858		$	1,160,203

	December 31,			December 31,
	2022			2021

ASSETS

Current assets:
Cash and cash equivalents	$	197,723		$	976,947
Prepaid expense		13,000			-

Total current assets		210,723			976,947

Intangible Asset – Exclusive License		-			35,000

Total assets	$	210,723		$	1,011,947

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Note payable to shareholder		-			-
Accounts payable and accrued liabilities		11,397			11,106

Total current liabilities		11,397			11,106

Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively		-			-
Series A Convertible Preferred stock; $0.001 par value, 9,000,000 shares authorized, no shares issued and outstanding at December 31, 2022 and December 31, 2021		-			-
Preferred stock, value

Common stock: $0.001 par value, 1,000,000,000 shares authorized, 515,505,770 and 20,240,882 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively		515,506			20,241
Additional paid-in capital		780,414			1,265,559
Accumulated deficit		(1,096,594	)		(284,959	)

Total stockholders’ equity		199,326			1,000,841

Total liabilities and stockholders’ equity	$	210,723		$	1,011,947

	2020			2019

Net service revenue	$	76,078		$	136,327
Lease revenue		95,941			73,046

Total revenue		172,019			209,373

Cost of providing services – provision for inventory obsolescence		-			115,235

Gross profit		172,019			94,138

Operating, general and administrative expenses		507,397			1,643,803

Loss from operations		(335,378	)		(1,549,665	)

Other income (expense):
Gain from forgiveness of debt		64,097			-
Other income		533			2,399
Interest expense		(26,646	)		(65,303	)

Total other income (expense), net		37,984			(62,904	)

Net loss	$	(297,394	)	$	(1,612,569	)

Net loss per common share:
Basic/ diluted	$	(0.01	)	$	(0.08	)

Weighted average shares used in loss per common share:
Basic/ diluted		20,240,882			20,240,882

	For the Year ended December 31, 2022			For the Year ended December 31, 2021

REVENUE	$	26,197			-

COST OF REVENUE		-			-

GROSS PROFIT		26,197			-

OPERATING EXPENSES
General & Administrative		888,106			284,959
Total Operating Expenses		888,106			284,959

LOSS FROM OPERATIONS		(861,910	)		(284,959	)

OTHER INCOME (EXPENSE)
Interest and Other Income		50,475			-
Interest Expense		(200	)		-

Total Other Income (Expense)		50,275			-

LOSS BEFORE INCOME TAXES		(811,635	)		(284,959	)

BENEFIT (PROVISION) FOR INCOME TAXES		-			-

NET LOSS	$	(811,635	)	$	(284,959	)

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

WEIGHTED AVERAGE SHARES		284,808,907			20,240,882

	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances, December 31, 2018		20,24,882	$	20,241	$	19,869,511	$	(18,228,219	)	$	1,661,533

Net loss		-		-		-		(1,612,569	)		(1,612,569	)

Balances, December 31, 2019		20,240,882		20,241		19,869,511		(19,840,788	)		48,964

Net loss		-		-		-		(297,394	)		(297,394	)

Balances, December 31, 2020		20,240,882	$	20,241	$	19,869,511	$	(20,138,182	)	$	(248,430	)

	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
	Common Stock				Preferred Stock						Additional Paid-In			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)

Balances, January 21, 2021 (inception)		20,240,882		20,241		-			-			1,265,559			-			1,285,800

Net loss		-		-					-			-			(284,959	)		(284,959	)

Balances, December 31, 2021		20,240,882	$	20,241		-			-		$	1,265,559		$	(284,959	)	$	1,000,841
Beginning balances, value		20,240,882	$	20,241		-			-		$	1,265,559		$	(284,959	)	$	1,000,841
Recapitalization												(139,880	)					(139,880	)
Restricted Stock Awards		7,983,720		7,984								(7,984	)
Series A Preferred Shares issued in Share Exchange						9,000,000			9,000									9,000
Shares issued upon conversion of Series A Preferred Stock		485,781,168		485,781		(9,000,000	)		(9,000	)		(485,781	)					(9,000	)
Sale of Common Stock		1,500,000		1,500								148,500						150,000

Net loss		-		-		-			-			-			(811,635	)		(811,635	)
Balances, December 31, 2022		515,505,770	$	515,506		-		$	-		$	780,414		$	(1,176,594	)	$	199,326
Ending balances, value		515,505,770	$	515,506		-		$	-		$	780,414		$	(1,176,594	)	$	199,326

	2020			2019
Cash flows from operating activities:
Net loss	$	(297,394	)	$	(1,612,569	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Provision for uncollectible accounts		-			538,577
Provision for inventory obsolescence		-			116,221
Factoring expense		-			71,194
Provision for impairment of goodwill		-			170,200
Depreciation expense		14,420			51,808
Gain from forgiveness of debt		(64,097	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		779,679			1,341,844
Prepaid expenses		12,314			(1,664	)
Accounts payable and accrued liabilities		2,049			(34,736	)
Due to related party		-			(4,967	)

Net cash provided by operating activities		446,971			635,908

Cash flows from financing activities:
Repayments on notes payable		(110,000	)		(90,000	)
Proceeds from Paycheck Protection Program loan		64,097			-
Payments on line of credit		(470,000	)		(495,000	)

Net cash used in financing activities		(515,903	)		(585,000	)

Net (decrease) increase in cash and cash equivalents		(68,932	)		50,908
Cash and cash equivalents at beginning of year		110,587			59,679

Cash and cash equivalents at end of year	$	41,655		$	110,587

Supplementary disclosure of cash flow information:
Interest paid	$	26,646		$	65,305
Income taxes	$	-		$	-

Non-cash investing and financing activities:
Exchange of note payable to a bank for note payable to shareholder	$	610,000		$	-

	2022			2021
	YEAR ENDED DECEMBER 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(811,635	)	$	(284,959	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment Write-off – Exclusive License		35,000			-
Common Stock issued for services					111,200
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(13,000	)		-
Accounts payable and accrued liabilities		291			11,106

Net cash provided by (used in) operating activities		(789,344	)		(162,653	)

Cash flows from investing activities:
Purchase Intangible Asset – Exclusive License		-			(25,000	)

Net cash used in investing activities		-			(25,000	)

Cash flows from financing activities:
Cash from Sale of Common Stock, net		150,000			1,164,600
Recapitalization		(139,880	)

Net cash provided by (used in) financing activities		10,120			1,164,600

Net increase (decrease) in cash and cash equivalents		(779,224	)		976,947
Cash and cash equivalents at beginning of period		976,947			-

Cash and cash equivalents at end of period	$	197,723		$	976,947

Supplemental disclosure of non-cash Investing and Financing
Activities:
Supplemental disclosure of non-cash Investing and Financing Activities:
Common Stock Issued for Intangible Asset – Exclusive License	$	-		$	10,000

Supplementary disclosure of cash flow information:
Interest paid	$	200		$	-
Taxes paid	$	-		$	-

	●	the stated value of each share is $1.00 (the “Stated Value”),

	●	each share has 53.9757 votes per share on any matter, event or action submitted to the holders of our common stock for a vote or on which the holders of our common stock have a right to vote,

	●	each share is automatically convertible into shares of our common stock determined by dividing (i) the Stated Value by (ii) the Conversion Price then in effect. Initially, the “Conversion Price” is $0.018526887 per share, subject to adjustment as described below on the first business day immediately following the earlier of (a) the date on which the Secretary of State of Delaware shall have filed the Certificate of Designations; and (b) the date on which FINRA has affected a reverse stock split of the Company’s outstanding common stock, after all required approvals by the Company’s board of directors and its stockholders, in either (a) or (b), so that there are a sufficient number of shares of the Company’s Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock based upon the Conversion Price,

	●	the conversion price of the Series A Preferred Stock is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events, and

	●	upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), each holder of the Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any other fees or liquidated damages then due and owing thereon under the Certificate of Designations, for each share of Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities (as hereinafter defined), and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to each holder of the Series A Preferred Stock shall be ratably distributed among each such holder in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

	2020			2019

Computers and equipment	$	68,518		$	145,025
Less: accumulated depreciation		(57,559	)		(119,646	)
	$	10,959		$	25,379

					Weighted-
					Average		Aggregate
	Shares		Weighted		Remaining		Intrinsic
	Underlying		Average		Contractual		Value
Description	Options		Exercise Price		Term (Years)		(In-the-Money)

Outstanding at December 31, 2018		20,000	$	0.40		2.5		-
Options expired in 2019		-
Outstanding at December 31, 2019		20,000		0.40		1.5		-
Options expired in 2020		-		-		-		-
Outstanding at December 31, 2020		20,000	$	0.40		0.5		-


Purchase price	$	1,113,679

Cash	$	1,150,163
Total assets:	$	1,185,163
Less: liabilities assumed	$	(71,484	)
Net assets acquired	$	1,113,679
Purchase price in excess of net assets acquired	$	0

	2020			2019

Net operating loss carryforwards	$	2,441,191		$	2,388,540
Allowance for doubtful accounts		122,903			113,101
Less: valuation allowance		(2,564,094	)		(2,501,641	)

	$	-		$	-

	2020						2019
				Percentage						Percentage
				of Pre-Tax						of Pre-Tax
	Amount			Income			Amount			Income

Benefit for income tax at federal statutory rate	$	62,453			21.0	%	$	338,639			21.0	%
Change in available NOLs		-			-	%		(97,775	)		(6.1	%)
Change in valuation allowance		(62,453	)		(21.0	%)		(270,713	)		(16.8	%)
Other					-	%		29,849			1.9	%

Total	$	-			-	%	$	-			-	%

~~(ii)~~
(ii)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements; and

~~(iii)~~
(iii)	provide reasonable assurance regarding prevention or timely detection of unauthorized transactions.

Name	Age	Position(s) and Office(s)
~~William Donovan, M.D.~~ Benjamin B. Tran	78 56	Chief Executive Officer, President and Chairman
~~John Bergeron~~ Robert J. Brilon	64 62	Chief Financial Officer and Director
~~Jerry Bratton~~ Gregory D. Trimarche	68 59	Director
~~Peter Dalrymple~~	77	~~Director~~

	●	Core business skills, including financial and strategic planning;
	●	Finance expertise; and
	●	Operating and management experience.

	●	Core business skills, including financial and strategic planning; and
	●	Legal and business acquisition experience.

	●	Core business skills, including financial and strategic planning;
	●	Finance and financial reporting expertise; and
	●	Operating and management experience.

	●	our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2022,
	●	our two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers at December 31, 2021, and
	●	up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at December 31, 2021.

Name and Principal Position		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
William Donovan, M.D.	2020	$	-		-		-		-		-		-		-		-
CEO and President	2019		27,692		-		-		-		-		-		-		27,692

John Bergeron	2020		97,789		-		-		-		-		-		-		97,789
CFO	2019		110,000		-		-		-		-		-		-		110,000

Name and Principal Position		Salary ($)			Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Benjamin Tran.	2022		86,000	-		-		-			-		-		-		-		86,000-
CEO, President and Director	2021			-		-		-			-		-		-		-		-

Robert J Brilon	2022		16,500			-		(1	)		-		-		-		-		16,500
CFO and Director	2021			-		-		-			-		-		-		-		-

(1)	Director cash compensation during the fiscal year ended December 31, 2022.

(2)	The amounts reported in the Stock Awards and the Option Awards columns reflect aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock Compensation. These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the named executive officer. Assumptions used in the calculation of these amounts are included in Note [__] to our audited consolidated financial statements for the fiscal year ended December 31, 2022, which are included elsewhere in this Annual Report.

(3)	Greg Trimarche. On December 21, 2022, the Company and Mr. Trimarche entered into an Independent Contractor Agreement (the “Independent Contractor Agreement”) whereby Mr. Trimarche agreed to serve as a member of the Company’s board of directors. The Independent Contractor Agreement may be terminated by either party on 15 days prior written notice without cause or five days after written notice in the event of a breach of the agreement by either party. As Compensation for Mr. Trimarche’s service to the Company as a director, the Company awarded him an option to purchase 5,000,000 shares of the Company’s Common Stock (the “Option Shares”) at an exercise price of $0.07 per share (the “Stock Option”). The Stock Option vests as to 25% of the Option Shares on each December 21, beginning December 21, 2023, so long as Mr. Trimarche is providing services to the Company or one of its subsidiaries; provided, however, the vesting is subject to acceleration such that if Mr. Trimarche is terminated from his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the following year. In the event Mr. Trimarche’s service as a member of the Board is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest. The value of the option awards will be recorded in the year that they vest.

(4)	Resigned as a director on December 15, 2022.