UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended SeptemberJune 30, 2017.
☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)
For the transition period from _______ to _______.
Commission file number
: 000-27407BITECH TECHNOLOGIES CORPORATION
(Name of Registrant in Its Charter)
Delaware | 98-0187705 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
895 Dove Street, Suite 600
Newport Beach, CA92660 (Address of Principal Executive Offices)
(855)777-0888
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. LargeSee definition of “large accelerated filer,☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller” accelerated filer” “smaller reporting company,☒ Emerging” and “emerging growth company ☐
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No☒
At July 31, 2023, there were 20,175,882 shares of the registrant’s common stock outstanding (the only class of voting common stock).
FORM 10-Q
TABLE OF CONTENTS
| Note About Forward-Looking Statements | 3 | ||
| PART I | FINANCIAL INFORMATION | ||
| Item 1. | Condensed Consolidated Financial Statements | 4 | |
| 7 | |||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 | ||
| Item 2. | |||
| Item 3. | |||
| Item 4. | |||
| PART II | OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 20 | |
| Item 1A. | |||
| Item 2. | |||
| Item | |||
| Item 4. | 20 | ||
| Item 5. | Other Information | 20 | |
| Item 6. | Exhibits | 21 | |
| Signatures | |||
| 2 |
NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and in our Annual Report on Form 10-K for the year ended December 31, As used herein, the “Company,” “we,” “our,” and similar terms include Bitech Technologies Corporation (formerly Spine Injury Solutions, Inc.) and its subsidiaries and predecessors, unless the context indicates otherwise. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BITECH TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. (UNAUDITED) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. BITECH TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. BITECH TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY As of June 30, 2023 No dividends were paid for the six months ended June 30, 2023 and 2022. The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. NOTE 1. DESCRIPTION OF BUSINESS Bitech Technologies Corporation (formerly, Spine Injury Solutions Inc.) (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998. In connection with the Company’s planned expansion of its business following the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation. We 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 Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc. Prior to BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE The following are summarized accounting policies considered to be critical by our management: Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, we believe that the disclosures are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of The Company has assessed the Step 1: Identify the contract Step 2: Identify the performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue Substantially all of the BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Fair Value of Financial Instruments Cash, accounts receivable, accounts payable, Cash and Cash Equivalents Cash and cash equivalents consist of liquid investments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. We maintain cash and cash equivalents in banks which at times may exceed federally insured limits. We have not experienced any losses on these deposits. Property and Equipment Property and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations. Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized. Property and equipment Long-Lived Assets We periodically review and evaluate long-lived Concentrations of Credit Risk Assets that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 Income Taxes We account for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income. Uncertain Tax Positions Accounting Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. We are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon the outcomes of such matters. 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. Legal Costs and Contingencies In the normal course of business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other matters. We expense these costs as the related services are received. If a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable. BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Basic and diluted Recent Accounting Pronouncements 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 NOTE The total number of authorized shares of our common stock was shares at June 30, 2023. On January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing shares of preferred stock with a BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On On March 31, 2022, we issued shares of Series A Preferred Stock in exchange for shares of Bitech Mining’s Common Stock, par value $ per share, representing % of the issued and outstanding shares of Bitech Mining. Each share of Series A Preferred Stock automatically converted into 53.975685 shares (an aggregate of 485,781,168) of the Company’s Common Stock effective as of June 27, 2022 upon filing of an amendment to its Certificate of Incorporation increasing the number of the authorized shares of Common Stock to . In connection with the settlement of litigation involving the Company, Calvin Cao (“C. Cao”) and SuperGreen Energy Corporation (“SuperGreen,” together with C. Cao, the “C. Cao Parties”), the Company canceled shares of its Common Stock effective February 20, 2023 (the “Cancelled Shares”). The Cancelled Shares had been issued to SuperGreen pursuant to a License Agreement entered into As of During April, May and June , 2023, the Company sold unregistered shares of its Common Stock to six private investors in NOTE 4. ACQUISITION OF BITECH MINING On March 31, 2022, the The Share Exchange was treated as a recapitalization and The Combination of the Company and Bitech Mining is The following table summarizes the consideration paid for Bitech Mining and the fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5. RELATED PARTY TRANSACTIONS Up until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092. This office space encompasses approximately 200 square feet and was provided to us at the rental rate of $1,000 per month under a month-to-month agreement with Northshore Orthopedics, Assoc. (“NSO”), a company owned by William Donovan, M.D., our former director and Chief Executive Officer. The rent included the use of the telephone system, computer server, and copy machines. We discontinued paying rent in December 2021 due to a ITEM 2. 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 six months ended June 30, 2023 and 2022. It is supplemental to, and should be read in conjunction with, our The information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws and Canadian securities laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: our ability to become profitable and generate cash in our operating activities; our need for Forward-looking statements may relate to future financial Although we believe that the Consequently, all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation. Overview of the Currently, we have refocused our business development plans as we seek to 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 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 Nam Viet Green Energy JSC Financing Initiative On May 8, 2023 we announced that we received a Letter of Intent (LOI) from Nam Viet Green Energy JSC, (“Nam Viet Energy”), a Vietnam partner to provide up to $300 million in financing for selected projects related to solar and Battery Energy Storage System (BESS) projects. Subject to Nam Viet Energy’s completion of due diligence for each renewable energy sector project and execution of definitive agreements with prospective target companies, the LOI formalizes Nam Viet Energy’s commitment to facilitate capital investment to invest or acquire several selected projects to be Establishment of an Energy Storage System (ESS) Sales Division In June 2023, the Company announced its strategic entry into the battery sales business with plans to establish an Energy Storage System (ESS) sales division. With a focus on Containerized Battery Energy Storage Systems (BESS) and The ESS sales division will be headed by Charles Rosenberry, the Company’s Vice President of Sales. Mr. Rosenberry plans to build a unified technical salesforce and forge strategic partnerships across multiple states in the United States in order to enable us to deliver technologically advanced energy storage products, flexible payment terms, and customized solutions to a wide range of customers, including retail and home sales, EV charging providers, home builders, residential EPCs, renewable utilities, data centers, telecom, mobility, and heavy energy demand consumers. Acquisition of Bitech Mining Corporation 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 The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the The following agreements were entered into in connection with the acquisition of Bitech Mining: Agreements involving Peter L. Dalrymple. On March 31, 2022, the Company, Quad and Peter L. Dalrymple (“Dalrymple”), a former director of the Company, entered into the MSA, Note Amendment and Security Agreement Amendment. See “Item 1 - Business – Acquisition of Bitech Mining Corporation” in our Form 10-K filed with the SEC on March 31, 2023. Disposition of Quad Video Assets. On June 30, 2022, we Prior to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”) used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic services (collectively, the “QVH Business”). On June 30, 2022, we sold the assets related to the QVH Business. Comparison of the three and six month period ended June 30, 2023 with the three and six month period ended June 30, 2022. The Company has not generated any revenues from its primary business for the three and six months ended During the As a result of the foregoing, we had net loss of Working Capital The calculation of Working Capital provides additional information and is not defined under GAAP. We define Working Capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP. This information is intended to provide investors with information about our liquidity. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure. Liquidity and Capital Resources As of June 30, 2023 and December 31, 2022, we had total current liabilities of $2,379 and $11,397, respectively, and current assets of $162,046 and $210,723, respectively, to meet our current obligations. As of June 30, 2023, we had working capital of $159,667, a decrease of working capital of $39,659 as compared to December 31, 2022, driven primarily by cash used in operations but offset by $225,000 of cash provided by sale of common stock. For the Net cash provided by financing activities was $225,000 what was a 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 June 30, 2023, cash On May 8, 2023, we announced that we received a Letter of Intent (LOI) from Nam Viet to provide up to $300 million in financing for selected projects related to solar and Battery Energy Storage System (BESS) projects as discussed above. While we believe that we will be able to secure funding for future projects from Nam Viet pursuant to the LOI, there can be no assurance that Nam Viet will provide such additional financing to us when needed or, if available, that it can be obtained on commercially reasonable terms. Off-Balance Sheet Arrangements As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources. Changes in or Adoption of Accounting Practices There were no material changes in or adoption of new accounting practices during the six months ended June 30, 2023. Critical Accounting Policies See Note 2 of the accompanying notes to unaudited condensed consolidated financial statements, We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item. Evaluation of Disclosure Controls and Procedures Our principal executive officer and principal financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Such officers have concluded (based upon their evaluation of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including our principal executive and principal financial officer as appropriate, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2023. Changes in Internal Control Over Financial Reporting Our principal executive officer and principal financial officer have also indicated that, upon evaluation, there were no changes in our internal control over financial reporting or other factors during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our management, including our principal executive officer and principal financial officer, PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As of the date of this Quarterly 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. On March 6, 2023, Michael Cao and Linh Dao filed, without an attorney, a pro se Motion to Dismiss for Lack of Jurisdiction. On April 17, 2023, the court dismissed the Cao Lawsuit without prejudice due to a lack of subject matter jurisdiction. On April 18, 2023, we filed a complaint against Michael H. Cao, Linh T. Dao, B & B Investment Holding, LLC (“B & B Investment”) and Cory Thomason in the Orange County California Superior Court containing substantially the same allegations included in the Cao Lawsuit filed in federal court (the “Cao State Court Lawsuit”). We served Mr. Cao, Ms. Dao and B & B Investment Holding, LLC on April 26, 2023 and are in the process of serving Mr. Thomason. Defendants Michael H. Cao, Linh T. Dao, B & B Investment (pro se) filed a Motion to Quash Service of Summons; Motion to Dismiss or Stay Complaint. In response to this motion, the Company filed a Motion to Strike B & B Investment’s motion, Request for Sanctions in Amount of $2,400 and Request for Default as to B & B Investment because it is being impermissibly represented by Michael H. Cao who is engaging in the unauthorized practice of law as to a corporate entity. A hearing on the motions has been set for October 13, 2023. Michael H. Cao has served responses to discovery. We are attempting to meet and confer as to Michael H. Cao’s deficient discovery responses. The Company intends to vigorously prosecute the Cao State Court Lawsuit. We cannot predict the outcome of this lawsuit, however. Litigation Assessment 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 State Court 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 defendants in this case. This assessment and estimate is based on the information available to management as of the date of this Quarterly 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 State Court Lawsuit 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. Smaller reporting companies are not required to provide the ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following information represents securities sold by us during the quarter ended June 30, 2023 which were not registered under the Securities Act. Included are new issues, securities issued During the three months ended June 30, 2023 the Company issued an aggregate of 933,796 shares of its Common Stock valued at $71,404 as partial payment lor legal services. During April, May and ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.2016,2022, and in particular, the risks discussed in our Form 10-K under the caption “Risk Factors” in Item 1A therein,of this report and in in our Form 10-K, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, risks associated with service demands and acceptance, our ability to expand, changes in healthcare practices, changes in technology, economic conditions, the impact of competition and pricing, government regulation and approvals, impacts and disruptions caused by the COVID-19 pandemic and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.3 SPINE INJURY SOLUTIONS, INC. SEPTEMBER 30, DECEMBER 31, 2017 2016 ASSETS (Unaudited) Current assets: Cash $ 140,658 $ 256,263 Accounts receivable, net 1,269,780 1,395,200 Prepaid expenses 18,500 9,250 Inventories 176,911 183,898 Total current assets 1,605,849 1,844,611 2,329,124 2,297,283 Property and equipment, net 48,072 58,641 Intangible assets and goodwill 170,200 170,200 Total assets $ 4,153,245 $ 4,370,735 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Line of Credit $ 1,300,000 $ 1,275,000 Notes Payable 250,000 300,000 Accounts payable and accrued liabilities 66,066 82,523 Due to related parties 10,396 - Total current liabilities 1,626,462 1,657,523 Commitments and contingencies Stockholders’ equity: 20,176 20,136 Additional paid-in capital 19,854,576 19,843,716 Accumulated deficit (17,347,969 ) (17,150,640 ) Total stockholders’ equity 2,526,783 2,713,212 Total liabilities and stockholders’ equity $ 4,153,245 $ 4,370,735 June 30, 2023 December 31, 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 151,046 $ 197,723 Prepaid expense 11,000 13,000 Total current assets 162,046 210,723 Total current assets 162,046 210,723 Total assets $ 162,046 $ 210,723 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities 2,379 11,397 Total current liabilities 2,379 11,397 Stockholders’ equity Preferred stock, $ par value, shares authorized, shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively - - Series A Convertible Preferred stock; $ par value, shares authorized, shares issued and outstanding at June 30, 2023 and December 31, 2022 - - Preferred stock, value Common stock: $ par value, shares authorized, and shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively 476,182 515,506 Additional paid-in capital 1,234,586 780,414 Accumulated deficit (1,551,101 ) (1,096,594 ) Total stockholders’ equity 159,667 199,326 Total liabilities and stockholders’ equity $ 162,046 $ 210,723 4 SPINE INJURY SOLUTIONS, INC.UNAUDITED 2017 2016 2017 2016 Net revenue $ 565,202 $ 458,958 $ 1,492,429 $ 1,661,006 Cost of providing services Third party providers 22,605 15,556 41,477 129,793 Related party providers 142,745 130,758 421,260 429,620 Total cost of providing services 165,350 146,314 462,737 559,413 Gross profit 399,852 312,644 1,029,692 1,101,593 Research and development expenses - 18,862 12,203 38,709 Operating, general and administrative expenses 378,063 459,126 1,177,558 1,240,058 Income (loss) from operations 21,789 (165,344 ) (160,069 ) (177,174 ) Other income and (expense): Other income 666 1,484 4,237 5,113 Interest expense (14,866 ) (14,541 ) (41,497 ) (45,168 ) Total other income and (expense) (14,200 ) (13,057 ) (37,260 ) (40,055 ) Net income (loss) $ 7,589 $ (178,401 ) $ (197,329 ) $ (217,229 ) Net loss per common share: Basic and diluted $ 0.00 $ (0.01 ) $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding: Basic and diluted 20,161,317 20,120,882 20,151,230 19,900,048 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.SPINE INJURY SOLUTIONS, INC.UNAUDITED 2017 2016 Cash flows from operating activities: Net loss $ (197,329 ) $ (217,229 ) Provision for bad debt 170,000 183,338 Stock based compensation 10,900 85,500 Depreciation and amortization expense 14,183 15,969 Changes in operating assets and liabilities: Accounts receivable, net (76,421 ) 61,093 Inventories 6,987 (88,053 ) Prepaid expenses and other assets (9,250 ) (9,250 ) Due to related party 10,396 13,427 Accounts payable and accrued liabilities (16,457 ) (18,303 ) Net cash (used) provided in operating activities (86,991 ) 26,492 Cash flows from investing activities: Purchase of equipment (3,614 ) - Net cash used in investing activities (3,614 ) - Cash flows from financing activities: Payment of notes payable and long-term debt (50,000 ) (250,000 ) Proceeds from line of credit, net 25,000 180,000 Net cash used in financing activities (25,000 ) (70,000 ) Net decrease in cash and cash equivalents (115,605 ) (43,508 ) Cash and cash equivalents at beginning of period 256,263 173,647 Cash and cash equivalents at end of period $ 140,658 $ 130,139 Non-Cash financing activities: Transfer of inventory to property and equipment $ - $ 15,093 Supplementary cash flow information: Interest paid $ 41,497 $ 44,499 Taxes paid $ - $ - For the Three Months ended
June 30, 2023 For the Three Months ended
June 30, 2022 For the Six Months ended
June 30, 2023 For the Six Months ended
June 30, 2022 REVENUE Equipment Sales $ - $ - $ - $ - Service Revenue - - - - Other Revenue - 26,197 - 26,197 TOTAL REVENUE - 26,197 - 26,197 COST OF REVENUE - - - - GROSS PROFIT - 26,197 - 26,197 OPERATING EXPENSES General & Administrative 222,429 337,688 461,507 566,749 Total Operating Expenses 222,429 337,588 461,507 566,749 LOSS FROM OPERATIONS (222,429 ) (311,391 ) (461,507 ) (540,552 ) OTHER INCOME (EXPENSE) Miscellaneous Income (Expense) - (200 ) 7,000 (200 ) Interest and Other Income - 50,475 - 50,475 Total Other Income (Expense) - 50,275 7,000 50,275 LOSS BEFORE INCOME TAXES (222,429 ) (261,116 ) (454,507 ) (490,277 ) BENEFIT (PROVISION) FOR INCOME TAXES - - - - NET LOSS $ (222,429 ) $ (261,116 ) $ (454,507 ) $ (490,277 ) BASIC AND DILUTED LOSS PER SHARE $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.02 ) WEIGHTED AVERAGE SHARES 466,691,254 36,433,588 479,865,311 28,337,235 5 2023 2022 SIX MONTHS ENDED JUNE 30, 2023 2022 Cash flows from operating activities: Net loss $ (454,507 ) $ (490,277 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense - - Stock for services 87,248 Stock Compensation – Option Valuation 102,600 Changes in operating assets and liabilities: Accounts receivable, net - 17,130 Advances to Related Party - - Prepaid expenses and other assets 2,000 - Accounts payable and accrued liabilities (9,018 ) - Net cash provided (used) by operating activities (271,677 ) (473,147 ) Cash flows from financing activities: Cash from Sale of Common Stock, net 225,000 - Notes Payable assumed in reverse merger - - Recapitalization – payments to SPIN - (59,880 ) Net cash provided by (used) in financing activities 225,000 (59,880 ) Net increase (decrease) in cash and cash equivalents (46,677 ) (533,027 ) Cash and cash equivalents at beginning of period 197,723 976,947 Cash and cash equivalents at end of period $ 151,046 $ 443,920 Supplementary disclosure of non-cash operating activities: Common Stock issued for legal services – Common Shares $ 87,248 Supplementary disclosure of non-cash financing activities: Common Stock cancelled related to exclusive license cancellation and settlement agreement – Common Shares $ 51,508 Supplementary disclosure of cash flow information: Interest paid $ - $ 200 Taxes paid $ - $ - 6 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 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 $ (1,096,594 ) $ 199,326 Stock Compensation 102,600 102,600 Stock cancelled related to SuperGreen Exclusive License cancellation (51,507,749 ) (51,508 ) 51,508 - Sale of Common Stock 11,250,000 11,250 213,750 225,000 Stock for Legal Services 933,796 934 86,314 87,248 Net Loss - - (454,507 ) (454,507 ) Balances, June 30, 2023 (Unaudited) 476,181,817 $ 476,182 - $ - $ 1,234,586 $ (1,551,101 ) $ 159,667 7 SPINE INJURY SOLUTIONS, INC.changedhave refocused our namebusiness development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with industry focus on green data centers, commercial and residential utility, EV infrastructure, and other renewable energy initiatives. We plan to pursue these innovative energy technologies through research and development, planned acquisitions of other green energy technologies and plans to become a grid-balancing operator using Battery Energy Storage System (BESS) solutions and applying new green technologies in power plants as a technology enabler in the green energy sector. While participating in the clean energy economy, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement or manufacture these innovative, scalable energy system solutions with technological focuses on smart grids, Building Energy Management System (BEMS), energy storage, and EV infrastructure. In light of these initiatives and our determination that the electric power generation and charging system we had been developing was not functional nor was it capable of being developed into a commercially viable product, we elected to discontinue our efforts to commercialize this technology.Spine Pain Management Inc.the Sellers, an aggregate of shares of Bitech Mining’s Common Stock, par value $ per share, representing % of the issued and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”). In consideration of the Bitech Mining Shares, the Company issued to the Sellers an aggregate of shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $ per share (the “Series A Preferred Stock”). Each Bitech Mining Share shall be entitled to receive shares of Series A Preferred Stock. Each share of Series A Preferred Stock automatically converted into 53.975685 shares (an aggregate of 485,781,168) of the Company’s Common Stock (the “Company Common Stock”) effective as of June 27, 2022 upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately % of the issued and outstanding shares of Company capital stock on a fully diluted basis. on October 1, 2015.We, is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are a technology, marketing, management, billing, and collection company facilitating diagnostic services for patients who have sustained spine injuries resulting from traumatic accidents. We deliver turnkey solutionsconsidered our historical financial results.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 management services to spine and orthopedic surgeons and other healthcare providers to facilitate proper treatment of their injured clients. By pre-funding 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,March 31, 2022, 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 the 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)were engaged in the accident case pays the patient’s bill upon settlement or final judgmentbusiness 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 priceowning, developing 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.We currently are affiliated with three spine injury diagnostic centers in the United States, which are located in Houston, Texas; Odessa, Texas; and Tyler, Texas. An affiliation with a center in Lubbock, Texas was added in 2017, but the Lubbock center is presently referring all its patients to the Odessa affiliate for treatment. We are seeking additional funding for expansion by way of reasonable debt financing to accelerate future development. In connection with this strategy, we plan to open additional diagnostic centers in new market areas that are attractive under our business model, assuming adequate funds are available.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 have refined through research and development, resulting in a fully commercialized Quad Video Halo 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. We believeleasing the Quad Video Halo video recording system (“QVH”) can attract additional physicians and patients and provide us with additional revenue streams using our new programs designedused to assist in treatment documentation. Additionally, we anticipate independentrecord medical representatives will sell QVH unitsprocedures including the collection of accounts receivables related to new hospitals and clinics.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. NOTE 2. GOING CONCERN CONSIDERATIONSSince our inception in 1998, until commencement of ourpreviously provided 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 $2,343,271 to $17,347,969 as of September 30, 2017. We plan to increase our operating expenses as we increase our service development, marketing efforts and brand building activities. We also plan to increase our general and administrative functions to support our growing operations. 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.(collectively, the “QVH Business”).8 SPINE INJURY SOLUTIONS, INC.3. 2. CRITICAL ACCOUNTING POLICIES20162022 Annual Report as filed on Form 10-K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position with respect to the interim condensed consolidated financial statements and the results of its operations for the interim period ended SeptemberJune 30, 2017,2023, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.BasisConsolidationaccompanying unaudited condensed consolidated financial statements includecore principle requires an entity to recognize revenue to depict the accountstransfer of Spine Injury Solutions, Inc. and its wholly owned subsidiary, Quad Video Halo, Inc. All material intercompany balances of transactions have been eliminated upon consolidation.Accounting MethodOur financial statementsgoods 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 prepared usingsatisfied.accrual basis of accounting in accordance with U.S. GAAP.Use of EstimatesThe preparation of 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 asimpact of the dateguidance by performing the following five steps analysis:condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. UncertaintiesCompany’s revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract with respecta customer. Contracts with customers are considered to such estimates and assumptions are inherent in the preparation of our condensed 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.Revenue RecognitionRevenues are recognized in accordance with SEC staff accounting bulletin, Topic 13, Revenue Recognition, which specifies that only when persuasive evidence for an arrangement exists; the fee is fixed or determinable; and collection is reasonably assured can revenue be recognized.Persuasive evidence of an arrangement is obtained prior to services being renderedshort-term when the patient completestime between signed agreements and signssatisfaction of the medicalperformance obligations is equal to or less than one year, and financial paperwork. Deliveryvirtually all of services is considered to have occurredthe Company’s contracts are short-term. The Company recognizes revenue when medical diagnostic services are provided to customers in an amount that reflects the patient.consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there is no allowances. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and terms for the services are considered fixed and determinableCompany’s best judgment at the time that the medical services are provided and are based upon the type and extent of the services rendered. Our credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectabilityestimate 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 (see Note 4).made.9 SPINE INJURY SOLUTIONS, INC. and accrued liabilities and notes payable as reflected in the condensed 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 thesethe estimates.InventoriesInventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method, whereas market is based on the net realizable value. All inventories at September 30, 2017 and December 31, 2016 are classified as finished-goods and consist of our Quad Video Halo units.consistsconsist of computers and equipment and are depreciated over their estimated useful lives of three to five years, using the straight-line method.Intangible Assets and GoodwillIntangible 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. The goodwill amount is tested for impairment when events or circumstances indicate the asset might be impaired, but at least annually. Impairment occurs when the original amount of goodwill exceeds the value of the expected future net cash flows from the business acquired. As of September 30, 2017 and December 31, 2016, no impairment to the asset was determined to have occurred. 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. At September 30, 2017 and December 31, 2016, no impairment of the long-lived assets was determined to have occurred.SPINE INJURY SOLUTIONS, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSarearise 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. Additionally, weWe have established anno accounts receivable to warrant any allowance for doubtful accounts in the amount of $551,359 and $958,185, at SeptemberJune 30, 2017 and2023 or December 31, 2016, respectively.2022.10 ninesix months ended SeptemberJune 30, 20172023 and 2016,2022, we recognized $102,600 and $0, respectively as compensation expense for issuances of our common stock in exchange for services of $10,900 and $85,500, respectively.In addition, whenWhen 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.We have recently adopted a policy of recording estimatedEstimated interest and penalties are recognized as income tax expense and tax credits as a reduction in income tax expense. For the nine monthsyear ended September 30, 2017 and 2016,December 31, 2022, we recognized no estimated interest or penalties as income tax expense.SPINE INJURY SOLUTIONS, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS11 Earnings (Loss)earnings (loss)net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. During the ninesix months ended SeptemberJune 30, 20172023 and 2016,2022, common stock equivalents from outstanding stock options warrants and convertible debtwarrants have been excluded from the calculation of the diluted earnings (loss)loss per share in the consolidated statements of operations, because all such securities were anti-dilutive. The earnings (loss)net loss per share is calculated by dividing the net income (loss)loss by the weighted average number of shares outstanding during the periods.In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is designed to create greater comparability for financial statement users across industries and jurisdictions. The provisions of ASU No. 2014-09 include a five-step process by which entities will recognize revenue to depict the transfer of good or services to customers in amounts that reflect the payment to which an entity expects to be entitled in exchange for those goods or services. The standard also will require enhanced disclosures, provide more comprehensive guidance for transactions such as service revenue and contract modifications, and enhance guidance for multiple-element arrangements. In July 2015, the FASB issued ASU No. 2015-14 which delayed the effective date of ASU No. 2014-09 by one year (effective for annual periods beginning after December 15, 2017). Early adoption is not permitted. We are currently reviewing the effect of ASU No. 2014-09 on our revenue recognition and have not yet determined the method with which we will adopt the standard in 2018.In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU No. 2016-02, lessor accounting is largely unchanged. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018 with early application permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounted for leases expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Management has determined that based on current accounting and lease contract information the adoption of ASU No. 2016-02 is not expected to have a significant impact on the Company’s consolidated financial position, results of operations and disclosures. However, management is continually evaluating the future impact of ASU No. 2016-02 based on changes in the Company’s consolidated financial statements through the period of adoption.In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU No. 2016-12 provides narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. The amendment also provides a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers and are expected to reduce the judgment necessary to comply with Topic 606. The effective date and transition requirements for ASU No. 2016-12 are the same as the effective date and transition requirements for ASU No. 2014-09. We have initiated the accumulation of our customer contracts in order to gather data for the purpose of assisting management to determine the effect of ASU No. 2016-12 on our revenue recognition and have not yet determined the effect of ASU No. 2016-12 on the Company’s consolidated financial position, results of operations and disclosures.SPINE INJURY SOLUTIONS, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSisare effective for annual periods beginning after December 15, 2020,2022, 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.In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. ASU No. 2016-20 allows entities not to make quantitative disclosures about remaining performance obligations in certain cases and require entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The amendment also clarifies narrow aspects of ASC 606, including contract modifications, contract costs, and the balance sheet classification of items as contract assets versus receivables, or corrects unintended application of the guidance. The effective date and transition requirements for ASU No. 2016-20 are the same as the effective date and transition requirements for ASU No. 2016-09. We have initiated the accumulation of our customer contracts in order to gather data for the purpose of assisting management to determine the effect of ASU No. 2016-20 on our revenue recognition and have not yet determined the effect of ASU No. 2016-20 on our consolidated financial position, results of operations and disclosures.In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of a business or as acquisitions (or disposals) of assets. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2018, with early adoption permitted under certain circumstances. The amendments of ASU No. 2017-01 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-01 on the Company’s consolidated financial position, results of operations and disclosures.In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. The amendments in this update relate to disclosures of the impact of recently issued accounting standards. The SEC staff’s view that a registrant should evaluate ASC updates that have not yet been adopted to determine the appropriate financial disclosures about the potential material effects of the updates on the financial statements when adopted. If a registrant does not know or cannot reasonably estimate the impact of an update, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact. The staff expects the additional qualitative disclosures to include a description of the effect of the accounting policies expected to be applied compared to current accounting policies. Also, the registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. The amendments specifically addressed recent ASC amendments to ASU No. 2016-13, Financial Instruments – Credit Losses, ASU No. 2016-02, Leases, and ASU No. 2014-09, Revenue from Contracts with Customers, although, the amendments apply to any subsequent amendments to guidance in the ASC. ASU No. 2017-03 is effective upon issuance and did not have a significant impact on the Company’s consolidated financial position, results of operations and disclosures.SPINE INJURY SOLUTIONS, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIn January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update relate to the impairment test performed annually or interim. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments of ASU No. 2017-04 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-04 on the Company’s consolidated financial position, results of operations and disclosures.In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this update provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. ASU No. 2017-09 is effective for annual periods, including interim periods, beginning after December 15, 2017, with early adoption permitted for interim periods of public business entities within reporting periods for which financial statements have not yet been issued. The amendments of ASU No. 2017-09 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-09 on the Company’s consolidated financial position, results of operations and disclosures.NOTE 4. ACCOUNTS RECEIVABLEWe recognize revenue and accounts receivable in accordance with SEC staff accounting bulletin, Topic 13, “Revenue Recognition,” which requires persuasive evidence that a sales arrangement exists; the fee is fixed or determinable; and collection is reasonably assured before revenue is recognized. We manage certain spine injury diagnostic centers where independent healthcare providers perform medical services for patients. We pay the healthcare providers a fixed rate 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 control of the patients’ unpaid bills.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 less account discounts that are expected to result when individual cases are ultimately settled. While we do collect 100% of the accounts on some patients, our historical collection rate is used to calculate the carrying balance of the accounts receivable and the estimated revenue to be recorded. A discount rate of 48%, based on payment history, was used to reduce revenue to 52%, of CPT code billings (“gross revenue”) during the nine months ended September 30, 2017 and 2016.The patients who receive medical services at the diagnostic centers are typically plaintiffs in accident lawsuits. The timing of collection of receivables is dependent on the timing of a settlement or judgment of each individual case associated with these patients. Historical experience, through 2016, 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 that as of September 30, 2017 and December 31, 2016, 30% of cases will be subject to a settlement or judgment within one year of a medical procedure.SPINE INJURY SOLUTIONS, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 5. DUE TO RELATED PARTIESWe have an agreement with NSO, which is 100% owned by our Chief Executive Officer, William Donovan, M.D., to provide medical services as our independent contractor at the Houston and Odessa spine injury diagnostic centers. For the nine months ended September 30, 2017 and 2016, we expensed $421,260 and $429,620 related to services provided by NSO. As of September 30, 2017 and December 31, 2016, we had balances payable to NSO of $10,396 and $0, respectively. This outstanding payable is non-interest bearing, due on demand and does not follow any specific repayment schedule. We do not directly pay Dr. Donovan (in his individual capacity as a physician) any fees in connection with NSO. However, Dr. Donovan is the sole owner of NSO, and we pay NSO under the terms of our agreement. 6. 3. STOCKHOLDERS’ EQUITYIn January 2017, we issued 10,000consultant for services, valued at $0.21par value of $ per share. In May 2017, we issued 10,000 shares of common stock to a consultant for services, valued at $0.30 per share. In September 2017 we issued 20,000 shares of common stock to our new Chief Operating Officer as part of his compensation, valued at $0.29 per share. A total of $5,800 and $10,900Such amendment was recognized as compensation expense during the three and nine months ended September 30, 2017, respectively.filed on January 20, 2021.12 During the nine months ended September 30, 2016, we issued an aggregate 300,000 shares of common stock, valued at $0.30 per share, in connection with a financing agreement with a director of the Company for his assistance in obtaining a line of credit. The 300,000 shares issued during the nine months ended September 30, 2016, includes 100,000 shares that vested during the fourth quarter of 2015. Accordingly, the associated expense of $30,000 was expensed during 2015. During the nine months ended September 30, 2016, we expensed the remaining $60,000 related to the financing agreement pursuant to the agreement’s vesting schedule, which is included in operating, general and administrative expenses in the accompanying condensed consolidated statements of operations. For the three months ended September 30, 2016, there were no issuances of stock related to this agreement. As of September 30, 2016, there was no unrecognized expense associated with the financing agreement.During the three and nine months ended September 30, 2016, we issued 30,000 and 55,000 shares of common stock, respectively, valued at $0.33 and $0.35 per share, respectively, in connection with employment agreements and consulting agreements. During the three and nine months ended September 30, 2016, we expensed $9,800 and $19,300, respectively, in connection with these agreements which is included in operating, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2016, there was no unrecognized expense associated with these agreements.NOTE 7. NOTES PAYABLEConvertible and secured notes payableIn connection with the extension of the Wells Fargo loan (as described in Note 8), on September 8, 2017 we also entered into with Mr. Dalrymple a Financing Agreement, Amended and Restated Secured Promissory Note and Amended Security Agreement, under which we extended the maturity date of the promissory note originally entered into with Mr. Dalrymple in August 2012 to be due and payable on September 8, 2018 and have provided collateral to Mr. Dalrymple in an amount of $3,000,000 in our gross accounts receivable to secure payment of both his promissory note and his obligations in connection with the Amended and Restated Revolving Line of Credit Note and the Amended and Restated Credit Agreement with the Bank. The promissory note with Mr. Dalrymple as of September 30, 2017 has a principal balance of $250,000. For the three months ended September 30, 2017 and 2016, we recorded $3,750 and $6,250, respectively, in interest expense related to this note. For the nine months ended September 30, 2017 and 2016, we recorded $12,236 and $21,250, respectively, in interest expense related to this note.SPINE INJURY SOLUTIONS, INC.NOTE 8. LINE OF CREDITSeptember 3, 2014,March 30, 2022, the Secretary of State of Delaware acknowledged the Company’s filing of a Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State creating a series of shares of Series A Preferred Stock (the “Series A Preferred Stock”) to be issued in connection with the Share Exchange. The Certificate of Designations include:● the stated value of each share is $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. a $2,000,000 revolving linebetween Bitech Mining and SuperGreen dated January 15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the “License Agreement”). The License Agreement was terminated effective February 20, 2023 as well.credit agreement with Wells Fargo Bank, N.A. Outstanding principal onMarch 31, 2023, the lineCompany agreed to issue shares of credit bears interestits Common Stock to its legal counsel as partial payment for legal services. The shares were valued at $15,844 (equal to the 30-day London Interbank Offered Rate (“LIBOR”) plus 2%, resulting in an effective rate of 3.2% at September 30, 2017. The line of credit was to mature on August 31, 2017 and is personally guaranteed by Mr. Dalrymple, a directorfair market value of the Company. Ascommon stock as of September 30, 2017March 31, 2023) and December 31, 2016, outstanding borrowings under the line of credit totaled $1,300,000 and $1,275,000 respectively. Forwere issued during the three months ended SeptemberJune 30, 20172023. The Company also issued its Common Stock to its legal counsel as partial payment for legal services. The Company issued and 2016, we recorded $11,117 shares valued at $4,382 and $7,041,$7,789, respectively during May and June 2023.interest expense related to this note. Forexchange for $225,000 ($ per share).nine months ended September 30, 2017Company acquired shares of Bitech Mining’s Common Stock in exchange for shares of its Series A Preferred Stock representing % of the issued and 2016, we recorded $29,261outstanding shares of Bitech Mining.$20,168, respectively, in interest expense related to this note.On September 8, 2017 we entered into an Amendedreverse acquisition for financial reporting purposes, and Restated Revolving LineBitech Mining is considered the acquirer for accounting purposes. As a result of Credit Note and an Amended and Restated Credit Agreement to extend our revolving line of credit facility with Wells Fargo Bank, whereby the outstanding principal is now due and payable in full on August 31, 2018Share Exchange and the maximum amount we can borrow underchange in our business and operations, a discussion of the line of credit, as amended is $1,750,000. The line of credit remains guaranteed by Peter L. Dalrymple, a memberpast financial results of our Boardpredecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of Directors,Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical financial results.securedconsidered a business acquisition and the method used to present the transaction is the acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities and operations of the acquired business were combined at their market value of the acquisition date, which is the date when the acquirer gains control over the acquired company 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 13 first lien interest in certainlack of his assets.funds, and since then NSO has provided the Company this office space rent free.14 NOTE 9. INCOME TAXESWe have not made a provision for (benefit from) income taxes for the nine months ended September 30, 2017 or 2016, which reflects our valuation allowance established against our benefits from net operating loss carryforwards.MANAGEMENT’SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe followingunaudited condensed consolidated financial statements for the six months ended June 30, 2023 and 2022 and the relatedaccompanying notes tofor such period included in our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022. Our financial statements included in this Form 10-Q.Critical Accounting PoliciesSee Note 3 of the accompanying Notes to Unaudited Condensed Consolidated Financial Statements, which note is incorporated herein by reference.Management OverviewSee the description of the business in Note 1 of the accompanying Notes to Unaudited Condensed Consolidated Financial Statements, which note is incorporated herein by reference.We continue to further refine and market our Quad Video Halo. We recorded revenue from the sale of one QVH during the third quarter of 2017.We entered into a Letter Agreement with Jeffrey A. Cronk, D.C., to serve as our Chief Operating Officer, which became effective on September 5, 2017, under which we agreed to compensate Dr. Cronk $5,000 per month as well as grant him 20,000 restricted shares of common stock immediately and, for the next 12 quarters, grant him 40,000 restricted shares of common stock at the end of each quarter if he achieves certain objectives established by the Board of Directors.Results of OperationsThe unaudited financial statements for the three and nine months ended September 30, 2017 and 2016 have beenare prepared in accordance with U.S. GAAPaccounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.interimsubstantial additional financing to operate our business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; our significant indebtedness and significant restrictions on our operations; our ability to develop and manufacture each of the components of our planned Evirontek Integrated Platform; the impact of global climate change on our ability to conduct future operations; our dependence on key inputs, suppliers and skilled labor for the production of each of the components of the Evirontek Integrated Platform; our ability to attract and retain key personnel; growth-related risks, including capacity constraints and pressure on our internal systems and controls; risk related to the protection of our intellectual property and our exposure to infringement or misappropriation claims by third parties; risks related to competition; risks related to our lack of internal controls over financial informationreporting and with instructionstheir effectiveness; increased costs we are subject to Form 10-Q. Inas a result of being a public company in the opinion of management,United States; and other events or conditions that may occur in the unaudited consolidatedfuture.statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2017 and theconditions, results of operations, forplans, objectives, performance or business developments. These statements speak only as at the threedate they are made and nine months ended September 30, 2017are based on information currently available and 2016on the then current expectations of the party making the statement and cash flows forassumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties described in “Risk Factors.”nine months ended September 30, 2017expectations and 2016. Theassumptions 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 for the nine months ended September 30, 2017could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not necessarily indicativelimited to the risks described in “Risk Factors.”15 resultsBusinessbe expectedposition ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with industry focus on green data centers, commercial and residential utility, EV infrastructure, and other renewable energy initiatives. We plan to pursue these innovative energy technologies through research and development, planned acquisitions of other green energy technologies and plans to become a grid-balancing operator using Battery Energy Storage System (BESS) solutions and applying new green technologies in power plants as a technology enabler in the green energy sector. While participating in the clean energy economy, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement or manufacture these innovative, scalable energy system solutions with technological focuses on smart grids, Building Energy Management System (BEMS), energy storage, and EV infrastructure.any subsequent quartermergers 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.entire year ending December 31, 2017.Certain informationCompany has, however, elected to discontinue its efforts to commercialize the electric power generation and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omittedcharging system (the “Tesdison Technology”) it licensed from SuperGreen pursuant to the SecuritiesSuperGreen 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 Exchange Commission’s ruleshis 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 regulations. These unaudited financial statements shouldrelated 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.read in conjunctionhand-picked by the Company. Also, the LOI is also expected to position the Company to accelerate its refocused business initiatives discussed above. Funding under any investment from Nam Viet Energy and its capital partners from Southeast Asia is expected to occur within fiscal year 2023 with our audited financial statementsextension to fiscal year 2024.notes theretoResidential, Commercial, and Industrial ESS, Bitech aims to meet the soaring demand for the year ended December 31, 2016 as included in our previously filed report on Form 10-K.As noted earlierESS in the descriptionUnited States. The Company’s vision is to add long-duration energy storage systems that reduce energy costs, enhance resilience, and unlock additional revenue opportunities. These solutions will be designed to manage demand changes, maximize solar or BESS investments, enhance energy security, capture market opportunities, and support corporate environmental, social, and corporate ESG targets.16 businessissued and outstanding shares of Bitech Mining in Note 1exchange for an aggregate of 9,000,000 shares of the NotesCompany’s newly authorized Series A Convertible Preferred Stock. Effective June 27, 2022, each share of Series A Preferred Stock automatically converted into 53.975685 shares (an aggregate of 485,781,168) of the Company’s Common Stock upon filing of an amendment to Unaudited Condensed Consolidated Financial Statements, we own a video recording system known asits Certificate of Incorporation increasing the Quad Video Halo System 3.0. We have expended funds in this quarter for further development and marketingnumber of this system. We sold one QVH unitthe Company’s authorized common stock to 1,000,000,000. Upon conversion of the Series A Preferred Stock, the Sellers held, in the third quarter for $43,287 with a cost of $15,092 which is included in the third party cost of sales.Comparisonaggregate, approximately 96% of the three month period ended September 30, 2017 withissued and outstanding shares of Company capital stock on a fully diluted basis.three month period ended September 30, 2016.We recorded $876,774 in gross revenueacquirer for the three months ended September 30, 2017, offset by $311,572 of the expected settlement discount resulting in net revenue of $565,202. We recorded $782,276 in gross revenue for the three months ended September 30, 2016, offset by $323,318 of the expected settlement discount resulting in net revenue of $458,958. For the three months ended September 30, 2017, we worked with three spine injury diagnostic centers: Houston, Texas; Tyler, Texas and Odessa, Texas. The Lubbock affiliate has been referring patients to the Odessa affiliate for treatment. Service cost was $165,350 (which included $15,092 for the cost of the QVH sold) for the three months ended September 30, 2017 compared to $146,314 for the same period in 2016. The increase in service cost is attributable to the higher case volume in Houston and Odessa, reduced revenue of the Tyler affiliate, and the inclusion of the QVH.During the three months ended September 30, 2017, we incurred $378,063 of operating, general and administrative expenses compared to $459,126 for the same period in 2016. The decrease is due mainly lower payroll costs of $35,000, marketing costs of $23,000, legal fees of $9,000, and travel expense of $14,000. There was research and development costs of $0 during the quarter ended September 30, 2017 as compared to $18,862 in 2016.foregoing,Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical financial results.had a net incomecompleted the sale of $7,589the Quad Video Assets pursuant to the terms of the Quad Video APA and the sale of certain accounts receivables related to our former spine pain management business pursuant to the terms of the SPIN Accounts Receivable APA. See “Item 1 - Business – Disposition of Quad Video Assets” in our Form 10-K filed with the SEC on March 31, 2023.SeptemberJune 30, 2017, compared to a net loss of $178,4012023 and $26,197 from legacy QVH Business for the three and six months ended SeptemberJune 30, 2016.Comparison of2022.nine month period ended September 30, 2017 with the nine month period ended September 30, 2016.We recorded $2,438,988 in gross revenue for the ninethree and six months ended SeptemberJune 30, 2017, offset by $946,559 of the expected settlement discount resulting in net revenue of $1,492,429. For the same period in 2016, gross revenue was $2,837,823, offset by $1,176,817 of the settlement discount, resulting in net revenue of $1,661,006. Revenue was affected negatively in 2017 by the reduced revenue of the Tyler, Texas affiliate due to case volume, coupled with the loss of the San Antonio affiliate in the first quarter of 2016.Service cost was $462,737 for the nine months ended September 30, 2017 compared to $559,413 for the same period in 2016. The decrease in service cost is attributable to lower case volume in Houston and Tyler coupled with the loss of the San Antonio affiliate.During the nine months ended September 30, 2017,2023, we incurred $1,177,558$222,429 and $461,507 of operating, general and administrative expenses, respectively, compared with the $1,240,058to $337,688 and $566,749 for the same periodperiods in 2016. The decrease is due mainly2022. General and administrative expenses have been mostly consistent during 2023 compared to lower bad debt expense of $13,000, payroll costs of $24,000, marketing costs of $24,000, legal fees of $31,000, travel expense of $23,000, coupled with an increase of consulting costs of $56,000 and other expense decreases netting out2022 as the Company moves from development stage to $3,000. During the nine months ended September 30, 2017, we incurred $12,203 of research and development expenses compared with the $38,709 for the same period in 2016. $197,329(222,429) and ($454,507) for the ninethree and six months ended SeptemberJune 30, 2017,2023, respectively, compared to a net loss of $217,229(261,116) and ($490,277) which included an offset of $26,197 Other Revenue and $50,275 Net Other Income for the ninethree and six months ended SeptemberJune 30, 2016.17 ninesix months ended SeptemberJune 30, 2017,2023, cash used in operations was $86,991($271,677) which primarily included increases in accounts receivable of $76,421 and increases in prepaid expenses of $9,250, related party payables of $10,395 and accounts payable of $16,456. For the same period in 2016, cash provided in operations was $26,492, which primarily included a net loss of $217,229,($454,507) primarily offset by $102,600 of non-cash option valuation recorded as stock compensation and legal fees paid with common stock of $87,248.decreaseresult of our sale of 11,250,000 unregistered shares of our Common Stock to six private investors in accounts receivable of $61,093, an increaseexchange for $225,000 ($0.02 per share) in inventories of $88,053, an increase in prepaid expenses of $9,250, a decrease in accounts payable of $18,303, and a decrease in due to related party of $13,427.used in investing activities of $3,614 and $0 for the nine months ended September 31, 2017 and 2016, respectively, resultinggenerated from the purchase of certain equipment for the QVH units.Cash used in financing activities for the nine months ended September 30, 2017 and 2016 consisted of repayments onwas not sufficient to fund our notes payablegrowth strategy in the amountshort-term or long-term. The primary need for liquidity is to fund working capital requirements of $50,000 and $250,000, respectively, and net draws onthe business, including operational expenses in connection with our lineefforts to become a provider of credita suite of $25,000 and $180,000, respectively.Going Concern ConsiderationsSince our inception in 1998, until commencementgreen energy solutions. The primary source 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 deficitliquidity has increased $2,343,271primarily been private financing transactions. The ability to $17,347,969 as of September 30, 2017. During the nine months ended September 30, 2017, we realized net revenue of $1,492,429 and net loss of $197,329. Successful businessfund operations and our transitiongrowth strategy depends on our ability to positive cash flowsraise funds from operationsdebt and/or equity financing which is subject to prevailing economic conditions and financial, business and other factors, some of which are dependent upon obtaining additional financing and achieving a level of collections adequate to supportbeyond our cost structure. Considering the nature of our 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 September 30, 2018. The company is seeking to increase revenue from services and obtain additional capital from borrowings and selling securities as needed to fund our operations.control. There can be no assurancesassurance that thereadditional financing will be adequate financing available to us. Theus when needed or, if available, that it can be obtained on commercially reasonable terms.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.which note is incorporated herein by reference.18 Not Applicable., does not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.19 In additionother information set forth inrequired by this report, one should carefully consider the discussion of various risks and uncertainties contained in Part I, Item 1A, “Risk Factors” in our 2016 Annual Report on Form 10-K. We believe the risk factors presented in this filing and those presented on our 2016 Form 10-K are the most relevant to our business and could cause our results to differ materially from any forward-looking statements made by us. In September 2017, we20,000 sharesin exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of common stockoutstanding securities. We sold all of the securities listed below pursuant to our new Chief Operating Officer. The securities were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act, of 1933or Regulation D or Regulation S promulgated thereunder and the rules and regulations promulgated thereunder. The issuance of securities did not involve a “public offering” based upon the following factors: (i) the issuance of securities was an isolated private transaction; (ii) a limited number of securities were issued to a single purchaser; (iii) there were no public solicitations; (iv) the investment intentSection 3(a)(10) of the purchaser;Securities Act.(v)June , 2023, the restriction on transferabilityCompany sold 11,250,000 unregistered shares of the securities issued.its Common Stock to six private investors in exchange for $225,000 ($0.02 per share).20 21 101.INS101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed or furnished herein. + Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. † Includes management contracts and compensation plans and arrangements. 22 Spine Injury Solutions, Inc.Bitech Technologies CorporationDate: November 13, 2017August 15, 2023By: /s/ William F. Donovan, M.D./s/ Benjamin Tran William F. Donovan, M.D.Benjamin Tran Chief Executive Officer (Principal Executive Officer) Date: August 15, 2023 By: /s/ Robert J. Brilon Robert J. Brilon Date: November 13, 2017By: /s/ John BergeronJohn BergeronChief Financial Officer (Principal Financial and Accounting Officer) 23 21