Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | In response to an SEC comment letter dated September 30, 2022, the purpose of this Amendment No. 2 to the Form 10-Q/A (“Form 10-Q/A (Amendment No. 2)”) for the period ended March 31, 2022 is to reflect in headings to the financial statements that they have been restated and disclosure in footnote no. 7 to the financial statements and Item 4 (Controls and Procedures) regarding the reporting of the previously disclosed restatement of the financial statements for that quarter and comparative quarter to reflect the proper accounting treatment of the previously disclosed share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among Bitech Technologies Corporation (formerly, Spine Injury Solutions, Inc.) (the “Company”), Bitech Mining Corporation (“Bitech Mining”), each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange” and is disclosed in Note 4 to the Notes to Condensed Unaudited Financial Statements included in this report. Following completion of the Share Exchange, the Sellers owned a controlling interest in the Company. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-27407 | |
Entity Registrant Name | BITECH TECHNOLOGIES CORPORATION | |
Entity Central Index Key | 0001066764 | |
Entity Tax Identification Number | 98-0187705 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 600 Anton Boulevard | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | Costa Mesa | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92626 | |
City Area Code | (855) | |
Local Phone Number | 777-0888 | |
Title of 12(b) Security | None | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 514,005,770 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,166,381 | $ 976,947 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0 at March 31, 2022 and December 31, 2021, respectively | 2,272 | |
Total current assets | 1,168,653 | 976,947 |
Intangible Asset – Exclusive License | 35,000 | 35,000 |
Total assets | 1,203,653 | 1,011,947 |
Current liabilities: | ||
Note payable to shareholder | 395,000 | |
Accounts payable and accrued liabilities | 96,854 | 11,106 |
Total current liabilities | 491,854 | 11,106 |
Stockholders’ equity | ||
Preferred stock, value | ||
Common stock: $0.001 par value, 250,000,000 shares authorized, 20,240,882 and 20,240,882 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 20,241 | 20,241 |
Additional paid-in capital | 1,196,679 | 1,265,559 |
Accumulated deficit | (514,121) | (284,959) |
Total stockholders’ equity | 711,799 | 1,000,841 |
Total liabilities and stockholders’ equity | 1,203,653 | 1,011,947 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, value | $ 9,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 20,240,882 | 20,240,882 |
Common stock, shares outstanding | 20,240,882 | 20,240,882 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,000,000 | 9,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUE | ||
TOTAL REVENUE | ||
COST OF REVENUE | ||
GROSS PROFIT | ||
OPERATING EXPENSES | ||
General & Administrative | 229,162 | 17,131 |
Total Operating Expenses | 229,162 | 17,131 |
LOSS FROM OPERATIONS | (229,162) | (17,131) |
OTHER INCOME (EXPENSE) | ||
Miscellaneous Income (Expense) | ||
Interest Income | ||
Interest Expense | ||
Total Other Income (Expense) | ||
LOSS BEFORE INCOME TAXES | (229,162) | (17,131) |
BENEFIT (PROVISION) FOR INCOME TAXES | ||
NET LOSS | $ (229,162) | $ (17,131) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.01) | $ 0 |
WEIGHTED AVERAGE SHARES | 20,240,882 | 20,240,882 |
Equipment Sales [Member] | ||
REVENUE | ||
TOTAL REVENUE | ||
Service [Member] | ||
REVENUE | ||
TOTAL REVENUE | ||
Other Revenue [Member] | ||
REVENUE | ||
TOTAL REVENUE |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 11 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (229,162) | $ (17,131) | $ (284,959) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation expense | |||
Common Stock issued for services | 9,700 | ||
Common Stock issue for Exclusive License | 10,000 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (2,271) | ||
Advances to Related Party | (3,119) | ||
Prepaid expenses and other assets | |||
Accounts payable and accrued liabilities | 85,747 | ||
Net cash provided (used) by operating activities | (145,686) | (550) | |
Cash flows from investing activities: | |||
Purchase Intangible Asset – Exclusive License | (20,000) | ||
Net cash used in investing activities | (20,000) | ||
Cash flows from financing activities: | |||
Cash from Sale of Common Stock, net | 100,100 | ||
Notes Payable assumed in reverse merger | 395,000 | ||
Recapitalization – payments to SPIN | (59,880) | ||
Net cash provided by (used) in financing activities | 335,120 | 100,100 | |
Net increase (decrease) in cash and cash equivalents | 189,434 | 79,550 | |
Cash and cash equivalents at beginning of period | 976,947 | ||
Cash and cash equivalents at end of period | 1,166,381 | 79,550 | $ 976,947 |
Supplementary disclosure of cash flow information: | |||
Interest paid | |||
Taxes paid |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jan. 20, 2021 | $ 20,241 | $ 1,265,559 | $ 1,285,800 | ||
Begining balance, shares at Jan. 20, 2021 | 20,240,882 | ||||
Net loss | (284,959) | (284,959) | |||
Ending balance, value at Dec. 31, 2021 | $ 20,241 | 1,265,559 | (284,959) | 1,000,841 | |
Ending balance, shares at Dec. 31, 2021 | 20,240,882 | ||||
Net loss | (229,162) | (229,162) | |||
Recapitalization | (59,880) | (59,880) | |||
Series A Preferred Shares issued in Share Exchange | $ 9,000 | (9,000) | |||
Series A Preferred Shares issued in Share Exchange, shares | 9,000,000 | ||||
Ending balance, value at Mar. 31, 2022 | $ 20,241 | $ 9,000 | $ 1,196,679 | $ (514,121) | $ 711,799 |
Ending balance, shares at Mar. 31, 2022 | 20,240,882 | 9,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1. DESCRIPTION OF BUSINESS Bitech Technologies Corporation (formerly, Spine Injury Solutions Inc.) (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998. In connection with the Company’s planned expansion of its business following the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation. We are a development-stage technology company dedicated to providing a suite of green energy solutions which we call the Evirontek Integrated Platform with a focus on cryptocurrency mining, data centers, commercial and residential utility, electric vehicle, and other renewable energy initiatives. We seek to offer our Evirontek Integrated Platform to resolve the exorbitantly high cost of electricity in crypto mining and related industries. Our initial core technology is Tesdison; a revolutionary U.S. patented self-charging dual-battery system technology providing increased efficiency in power generation. We plan to seek business partnerships with renewable energy providers for various applications and engage with value-added resellers to facilitate and implement our scalable and modular system solution. The Company acquired Bitech Mining on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”). The Share Exchange Agreement provides that the Company will acquire from the Sellers, an aggregate of 94,312,250 0.001 100 9,000,000 0.001 0.09543 Each share of Series A Preferred Stock shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Upon conversion of the Series A Preferred Stock, the Sellers were expected to hold, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis. The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical financial results. Prior to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”) used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic services (collectively, the “QVH Business”). BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) |
CRITICAL ACCOUNTING POLICIES
CRITICAL ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
CRITICAL ACCOUNTING POLICIES | NOTE 2. CRITICAL ACCOUNTING POLICIES The following are summarized accounting policies considered to be critical by our management: Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, we believe that the disclosures are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2021 Annual Report as filed on Form 10-K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position with respect to the interim condensed consolidated financial statements and the results of its operations for the interim period ended March 31, 2022, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year. Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by performing the following five steps analysis: Step 1: Identify the contract Step 2: Identify the performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue Substantially all of the Company’s revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract with a customer. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there is no allowances. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made. BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) Fair Value of Financial Instruments Cash, accounts receivable, accounts payable, accrued liabilities and notes payable as reflected in the consolidated financial statements, approximates fair value. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Cash and Cash Equivalents Cash and cash equivalents consist of liquid investments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. We maintain cash and cash equivalents in banks which at times may exceed federally insured limits. We have not experienced any losses on these deposits. Property and Equipment Property and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations. Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized. Property and equipment consist of computers and equipment and are depreciated over their estimated useful lives of three years Long-Lived Assets We periodically review and evaluate long-lived assets when events and circumstances indicate that the carrying amount of these assets may not be recoverable. In performing our review for recoverability, we estimate the future cash flows expected to result from the use of such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying amount of the related assets, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash flows. Concentrations of Credit Risk Assets that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable arise from a diversified customer base and, therefore, we believe the concentration of credit risk is minimal. We evaluate the creditworthiness of customers before any services are provided. We record a discount based on the nature of our business, collection trends, and an assessment of our ability to fully realize amounts billed for services. We have no accounts receivable to warrant any allowance at March 31, 2022 or December 31, 2021. BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) Stock Based Compensation We account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values. Under authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model. The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations. We use the Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards. During the three months ended March 31, 2022 and 2021, we did not recognize any compensation expense during those periods. Income Taxes We account for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income. Uncertain Tax Positions Accounting Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. We are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon the outcomes of such matters. When applicable, we will adjust tax expense to reflect our ongoing assessments of such matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results. Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. Estimated interest and penalties are recognized as income tax expense and tax credits as a reduction in income tax expense. For the year ended December 31, 2021, we recognized no estimated interest or penalties as income tax expense. Legal Costs and Contingencies In the normal course of business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other matters. We expense these costs as the related services are received. If a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable. BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) Net Loss per Share Basic and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. During the three months ended March 31, 2022 and 2021, common stock equivalents from outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such securities were anti-dilutive. The net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the periods. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU No. 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In November 2019, the FASB issued ASU No. 2019-10 to amend the effective date for entities that had not yet adopted ASU No. 2016-13. Accordingly, the provisions of ASU No. 2016-13 are effective for annual periods beginning after December 15, 2022, with early application permitted in annual periods beginning after December 15, 2018. The amendments of ASU No. 2016-13 should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the future impact of ASU No. 2016-13 on the Company’s consolidated financial position, results of operations and disclosures. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3. STOCKHOLDERS’ EQUITY The total number of authorized shares of our common stock was 250,000,000 On January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing 10,000,000 0.001 BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) On March 30, 2022, the Secretary of State of Delaware acknowledged the Company’s filing of a Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State creating a series of 9,000,000 ● the stated value of each share is $ 1.00 ● 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 ● the conversion price of the Series A Preferred Stock is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events, and ● upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), each holder of the Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any other fees or liquidated damages then due and owing thereon under the Certificate of Designations, for each share of Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities (as hereinafter defined), and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to each holder of the Series A Preferred Stock shall be ratably distributed among each such holder in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. On March 31, 2022, we issued 9,000,000 94,312,250 0.001 100 |
ACQUISITION OF BITECH MINING
ACQUISITION OF BITECH MINING | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF BITECH MINING | NOTE 4. ACQUISITION OF BITECH MINING On March 31, 2022, the Company acquired 94,312,250 9,000,000 100 The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical financial results. The Combination of the Company and Bitech Mining is considered a business acquisition and the method used to present the transaction is the acquisition method. The acquisition method is a method of accounting for a merger of two businesses. The tangible assets and liabilities and operations of the acquired business were combined at their market value of the acquisition date, which is the date when the acquirer gains control over the acquired company The following table summarizes the consideration paid for Bitech Mining and the fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Purchase price $ 1,113,679 Cash $ 1,150,163 Total assets: $ 1,185,163 Less: liabilities assumed $ (71,484 ) Net assets acquired $ 1,113,679 Purchase price in excess of net assets acquired $ 0 BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Up until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092. This office space encompasses approximately 200 square feet and was provided to us at the rental rate of $ 1,000 per month under a month-to-month agreement with Northshore Orthopedics, Assoc. (“NSO”), a company owned by William Donovan, M.D., our former director and Chief Executive Officer. The rent included the use of the telephone system, computer server, and copy machines. We discontinued paying rent in December 2021 due to a lack of funds, and since then NSO has provided the Company this office space rent free. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6. SUBSEQUENT EVENTS On April 14, 2022, the Company issued 3,348,000 0.10 1,802,769 515,077 On April 19, 2022, the Company issued 4,635,720 0.10 The shares vest 25% on each April 18 commencing on April 18, 2023 so long as the individual is providing services to the Company or one of its subsidiaries Effective as of July 8, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) confirmed that it had received the necessary documentation to process the Company’s request to change its name and trading symbol previously disclosed in its Form 8-K filed with the Securities and Exchange Commission on May 2, 2022. The Company’s ticker symbol on the OTCQB tier of the OTC Markets Group. Inc. was changed to “BTTC” on July 8, 2022. |
FINANCIAL STATEMENT RESTATEMENT
FINANCIAL STATEMENT RESTATEMENT AND CORRECTION OF ERROR | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
FINANCIAL STATEMENT RESTATEMENT AND CORRECTION OF ERROR | NOTE 7. FINANCIAL STATEMENT RESTATEMENT AND CORRECTION OF ERROR On July 20, 2022, the Board of the Companydetermined that its financial statements for the three months ended March 31, 2022 (the “March 31 Financial Statements”) included in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2022 could not be relied upon (the “March 31 Form 10-Q”). The March 31 Financial Statements included in the Form 10-Q for the three-month period ended March 31, 2022, erroneously did not reflect the accounting perspective of Bitech Mining Corporation (“Bitech Mining”) on March 31, 2022 financial reporting as a result of the Share Exchange discussed below in accordance with ASC 805-40-45-1. As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 4, 2022, the Company acquired Bitech Mining through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”. Following completion of the Share Exchange, the Sellers owned a controlling interest in the Company. The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the completion of the Share Exchange are considered the Company’s historical financial results. The Company had initially reflected the restatement and reclassifications in footnote 6 to its financial statements for the period ended June 30, 2022 filed in its Quarterly Report on Form 10-Q for the period then ended as filed with the SEC on August 5, 2022. BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) The effect of correcting this error on the Company’s March 31 Financial Statements is shown in the tables below. The following table presents the effect of the restatement on the balance sheet included in the previously issued March 31 Financial Statements : SCHEDULE OF RESTATEMENT PREVIOUSLY ISSUED As Previously Reported Adjustments As Restated As of March 31, 2022 As Previously Reported Adjustments As Restated Accrued expenses (including accrued interest) 68,319 28,535 96,854 Note payable 395,000 - 395,000 Additional paid-in capital 21,022,725 (19,826,046 ) 1,196,679 Accumulated deficit (20,311,632 ) 19,797,511 (514,121 ) The following table presents the effect of the restatement on the statement of operations included in the previously issued March 31 Financial Statements : As Previously Reported Adjustments As Restated As of March 31, 2022 As Previously Reported Adjustments As Restated Total Revenue 26,231 (26,231 ) - Gross Profit 26,231 (26,231 ) - Operating, general and administrative expense 73,176 155,986 229,162 Other income 20,000 (20,000 ) - Interest expense (6,140 ) 6,140 - Net loss (33,085 ) (196,077 ) (229,162 ) Net income per share, basic and diluted $ 0.00 (0.01 ) $ (0.01 ) The following table presents the effect of the restatement on the statement of shareholder deficit included in the previously issued March 31 Financial Statements : Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Deficit Total Shareholders’ Equity (Deficit) Balance, December 31, 2021, as previously reported 20,240,882 $ 20,241 19,869,511 (20,278,547 ) (388,795 ) Corrections of errors (18,603,952 ) 19,993,588 1,389,636 Balance, December 31, 2021, as restated 20,240,882 $ 20,241 $ 1,265,559 $ (284,959 ) $ 1,000,841 Balance, As of March 31, 2022 20,240,882 $ 20,241 $ 21,022,725 $ (20,311,632 ) 740,334 Corrections of errors (19,826,046 ) 19,797,511 (28,535 ) Balance, As of March 31, 2022 20,240,882 $ 20,241 $ 1,196,679 $ (514,121 ) 711,799 The following table presents the effect of the restatement on the statement of cash flows included in the previously issued March 31 Financial Statements : As Previously Reported Adjustments Reclassifications As Restated As of March 31, 2022 As Previously Reported Adjustments Reclassifications As Restated Cash flows from operating activities: Net income (33,085 ) (196,077 ) - (229,162 ) Changes in working capital assets and liabilities: Accounts receivable 24,992 (27,263 ) - (2,271 ) Accounts payable and accrued expenses 7,875 77,872 - 85,747 Accrued interest on notes payable - Note payable assumed in merger - 395,000 - 395,000 Cash from acquisition of Bitech Mining Corporation 1,150,163 (1,150,163 ) - - Recapitalization – payments to SPIN - (59,880 ) - (59,880 ) Supplemental schedule of non-cash transactions: |
CRITICAL ACCOUNTING POLICIES (P
CRITICAL ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 2021 Annual Report as filed on Form 10-K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position with respect to the interim condensed consolidated financial statements and the results of its operations for the interim period ended March 31, 2022, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year. Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by performing the following five steps analysis: Step 1: Identify the contract Step 2: Identify the performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue Substantially all of the Company’s revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract with a customer. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there is no allowances. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made. BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash, accounts receivable, accounts payable, accrued liabilities and notes payable as reflected in the consolidated financial statements, approximates fair value. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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 Property and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations. Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized. Property and equipment consist of computers and equipment and are depreciated over their estimated useful lives of three years |
Long-Lived Assets | Long-Lived Assets We periodically review and evaluate long-lived assets when events and circumstances indicate that the carrying amount of these assets may not be recoverable. In performing our review for recoverability, we estimate the future cash flows expected to result from the use of such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying amount of the related assets, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash flows. |
Concentrations of Credit Risk | Concentrations of Credit Risk Assets that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable arise from a diversified customer base and, therefore, we believe the concentration of credit risk is minimal. We evaluate the creditworthiness of customers before any services are provided. We record a discount based on the nature of our business, collection trends, and an assessment of our ability to fully realize amounts billed for services. We have no accounts receivable to warrant any allowance at March 31, 2022 or December 31, 2021. BITECH TECHNOLOGIES CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) |
Stock Based Compensation | Stock Based Compensation We account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values. Under authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model. The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations. We use the Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards. During the three months ended March 31, 2022 and 2021, we did not recognize any compensation expense during those periods. |
Income Taxes | 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 | Uncertain Tax Positions Accounting Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. We are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon the outcomes of such matters. When applicable, we will adjust tax expense to reflect our ongoing assessments of such matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results. Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. Estimated interest and penalties are recognized as income tax expense and tax credits as a reduction in income tax expense. For the year ended December 31, 2021, we recognized no estimated interest or penalties as income tax expense. |
Legal Costs and Contingencies | 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 (RESTATED) |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. During the three months ended March 31, 2022 and 2021, common stock equivalents from outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such securities were anti-dilutive. The net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the periods. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU No. 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In November 2019, the FASB issued ASU No. 2019-10 to amend the effective date for entities that had not yet adopted ASU No. 2016-13. Accordingly, the provisions of ASU No. 2016-13 are effective for annual periods beginning after December 15, 2022, with early application permitted in annual periods beginning after December 15, 2018. The amendments of ASU No. 2016-13 should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the future impact of ASU No. 2016-13 on the Company’s consolidated financial position, results of operations and disclosures. |
ACQUISITION OF BITECH MINING (T
ACQUISITION OF BITECH MINING (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | The following table summarizes the consideration paid for Bitech Mining and the fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Purchase price $ 1,113,679 Cash $ 1,150,163 Total assets: $ 1,185,163 Less: liabilities assumed $ (71,484 ) Net assets acquired $ 1,113,679 Purchase price in excess of net assets acquired $ 0 |
FINANCIAL STATEMENT RESTATEME_2
FINANCIAL STATEMENT RESTATEMENT AND CORRECTION OF ERROR (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF RESTATEMENT PREVIOUSLY ISSUED | The following table presents the effect of the restatement on the balance sheet included in the previously issued March 31 Financial Statements : SCHEDULE OF RESTATEMENT PREVIOUSLY ISSUED As Previously Reported Adjustments As Restated As of March 31, 2022 As Previously Reported Adjustments As Restated Accrued expenses (including accrued interest) 68,319 28,535 96,854 Note payable 395,000 - 395,000 Additional paid-in capital 21,022,725 (19,826,046 ) 1,196,679 Accumulated deficit (20,311,632 ) 19,797,511 (514,121 ) The following table presents the effect of the restatement on the statement of operations included in the previously issued March 31 Financial Statements : As Previously Reported Adjustments As Restated As of March 31, 2022 As Previously Reported Adjustments As Restated Total Revenue 26,231 (26,231 ) - Gross Profit 26,231 (26,231 ) - Operating, general and administrative expense 73,176 155,986 229,162 Other income 20,000 (20,000 ) - Interest expense (6,140 ) 6,140 - Net loss (33,085 ) (196,077 ) (229,162 ) Net income per share, basic and diluted $ 0.00 (0.01 ) $ (0.01 ) The following table presents the effect of the restatement on the statement of shareholder deficit included in the previously issued March 31 Financial Statements : Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Deficit Total Shareholders’ Equity (Deficit) Balance, December 31, 2021, as previously reported 20,240,882 $ 20,241 19,869,511 (20,278,547 ) (388,795 ) Corrections of errors (18,603,952 ) 19,993,588 1,389,636 Balance, December 31, 2021, as restated 20,240,882 $ 20,241 $ 1,265,559 $ (284,959 ) $ 1,000,841 Balance, As of March 31, 2022 20,240,882 $ 20,241 $ 21,022,725 $ (20,311,632 ) 740,334 Corrections of errors (19,826,046 ) 19,797,511 (28,535 ) Balance, As of March 31, 2022 20,240,882 $ 20,241 $ 1,196,679 $ (514,121 ) 711,799 The following table presents the effect of the restatement on the statement of cash flows included in the previously issued March 31 Financial Statements : As Previously Reported Adjustments Reclassifications As Restated As of March 31, 2022 As Previously Reported Adjustments Reclassifications As Restated Cash flows from operating activities: Net income (33,085 ) (196,077 ) - (229,162 ) Changes in working capital assets and liabilities: Accounts receivable 24,992 (27,263 ) - (2,271 ) Accounts payable and accrued expenses 7,875 77,872 - 85,747 Accrued interest on notes payable - Note payable assumed in merger - 395,000 - 395,000 Cash from acquisition of Bitech Mining Corporation 1,150,163 (1,150,163 ) - - Recapitalization – payments to SPIN - (59,880 ) - (59,880 ) Supplemental schedule of non-cash transactions: |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 19, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Bitech Mining Corporation [Member] | Series A Preferred Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Business acquisition, number of shares issued | 9,000,000 | ||
Preferred stock, par value | $ 0.001 | ||
Shares issued | 0.09543 | ||
Preferred stock conversion term | Each share of Series A Preferred Stock shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Upon conversion of the Series A Preferred Stock, the Sellers were expected to hold, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis. | ||
Bitech Mining Corporation [Member] | Share Exchange Agreement [Member] | Common Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Business acquisition, number of shares acquired | 94,312,250 | ||
Common stock, par value | $ 0.001 | ||
Business acquisition, percentage of shares acquired | 100% |
CRITICAL ACCOUNTING POLICIES (D
CRITICAL ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Property and equipment, estimated useful lives | 3 years |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Mar. 31, 2022 | Mar. 30, 2022 | Dec. 31, 2021 | Jan. 19, 2021 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, par value | $ 0.001 | $ 0.001 | ||
Bitech Mining Corporation [Member] | Share Exchange Agreement [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Business acquisition, number of shares acquired | 94,312,250 | |||
Common stock, par value | $ 0.001 | |||
Business acquisition, percentage of shares acquired | 100% | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 9,000,000 | |||
Preferred stock, stated value | $ 1 | |||
Preferred stock voting right | 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 | |||
Conversion price per share | $ 0.018526887 | |||
Series A Preferred Stock [Member] | Bitech Mining Corporation [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Business acquisition, number of shares issued | 9,000,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - Bitech Mining Corporation [Member] | Mar. 31, 2022 USD ($) |
Business Acquisition [Line Items] | |
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 |
ACQUISITION OF BITECH MINING (D
ACQUISITION OF BITECH MINING (Details Narrative) - Bitech Mining Corporation [Member] | Mar. 31, 2022 shares |
Series A Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, number of shares issued | 9,000,000 |
Share Exchange Agreement [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, number of shares acquired | 94,312,250 |
Business acquisition, percentage of shares acquired | 100% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 USD ($) ft² | |
Related Party Transaction [Line Items] | |
Area of real estate property | ft² | 200 |
Northshore Orthopedics, Assoc. [Member] | |
Related Party Transaction [Line Items] | |
Payments for rent | $ | $ 1,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Common Stock [Member] - $ / shares | Apr. 19, 2022 | Apr. 14, 2022 |
Subsequent Event [Line Items] | ||
Number of shares issued for services | 4,635,720 | 3,348,000 |
Share price | $ 0.10 | $ 0.10 |
Vesting of shares, description | The shares vest 25% on each April 18 commencing on April 18, 2023 so long as the individual is providing services to the Company or one of its subsidiaries | |
April 13, 2023 [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares vested | 1,802,769 | |
April 13, 2024 [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares vested | 515,077 | |
April 13, 2025 [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares vested | 515,077 | |
April 13, 2026 [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares vested | 515,077 |
SCHEDULE OF RESTATEMENT PREVIOU
SCHEDULE OF RESTATEMENT PREVIOUSLY ISSUED (Details) - USD ($) | 3 Months Ended | 11 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 20, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accrued expenses (including accrued interest) | $ 96,854 | $ 11,106 | ||
Note payable | 395,000 | |||
Additional paid-in capital | 1,196,679 | 1,265,559 | ||
Accumulated deficit | (514,121) | (284,959) | ||
Total Revenue | ||||
Gross Profit | ||||
Operating, general and administrative expense | 229,162 | 17,131 | ||
Other income | ||||
Interest expense | ||||
Net income | $ (229,162) | $ (17,131) | (284,959) | |
Net income per share, basic and diluted | $ (0.01) | $ 0 | ||
Balance | $ 711,799 | 1,000,841 | $ 1,285,800 | |
Changes in working capital assets and liabilities: | ||||
Accounts receivable | (2,271) | |||
Accounts payable and accrued expenses | 85,747 | |||
Note payable assumed in merger | 395,000 | |||
Cash from acquisition of Bitech Mining Corporation | ||||
Recapitalization – payments to SPIN | (59,880) | |||
Common Stock [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net income | ||||
Balance, shares | 20,240,882 | 20,240,882 | 20,240,882 | |
Balance | $ 20,241 | $ 20,241 | $ 20,241 | |
Additional Paid-in Capital [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net income | ||||
Balance | 1,196,679 | 1,265,559 | 1,265,559 | |
Retained Earnings [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net income | (229,162) | (284,959) | ||
Balance | (514,121) | (284,959) | ||
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accrued expenses (including accrued interest) | 68,319 | |||
Note payable | 395,000 | |||
Additional paid-in capital | 21,022,725 | |||
Accumulated deficit | (20,311,632) | |||
Total Revenue | 26,231 | |||
Gross Profit | 26,231 | |||
Operating, general and administrative expense | 73,176 | |||
Other income | 20,000 | |||
Interest expense | (6,140) | |||
Net income | $ (33,085) | |||
Net income per share, basic and diluted | $ 0 | |||
Balance | $ 740,334 | $ (388,795) | ||
Changes in working capital assets and liabilities: | ||||
Accounts receivable | 24,992 | |||
Accounts payable and accrued expenses | 7,875 | |||
Note payable assumed in merger | ||||
Cash from acquisition of Bitech Mining Corporation | 1,150,163 | |||
Recapitalization – payments to SPIN | ||||
Previously Reported [Member] | Common Stock [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Balance, shares | 20,240,882 | 20,240,882 | ||
Balance | $ 20,241 | $ 20,241 | ||
Previously Reported [Member] | Additional Paid-in Capital [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Balance | 21,022,725 | 19,869,511 | ||
Previously Reported [Member] | Retained Earnings [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Balance | (20,311,632) | (20,278,547) | ||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accrued expenses (including accrued interest) | 28,535 | |||
Note payable | ||||
Additional paid-in capital | (19,826,046) | |||
Accumulated deficit | 19,797,511 | |||
Total Revenue | (26,231) | |||
Gross Profit | (26,231) | |||
Operating, general and administrative expense | 155,986 | |||
Other income | (20,000) | |||
Interest expense | 6,140 | |||
Net income | $ (196,077) | |||
Net income per share, basic and diluted | $ (0.01) | |||
Corrections of errors | $ (28,535) | 1,389,636 | ||
Changes in working capital assets and liabilities: | ||||
Accounts receivable | (27,263) | |||
Accounts payable and accrued expenses | 77,872 | |||
Note payable assumed in merger | 395,000 | |||
Cash from acquisition of Bitech Mining Corporation | (1,150,163) | |||
Recapitalization – payments to SPIN | (59,880) | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | Additional Paid-in Capital [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Corrections of errors | (19,826,046) | (18,603,952) | ||
Revision of Prior Period, Error Correction, Adjustment [Member] | Retained Earnings [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Corrections of errors | 19,797,511 | $ 19,993,588 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net income | ||||
Changes in working capital assets and liabilities: | ||||
Accounts receivable | ||||
Accounts payable and accrued expenses | ||||
Accrued interest on notes payable | ||||
Note payable assumed in merger | ||||
Cash from acquisition of Bitech Mining Corporation | ||||
Recapitalization – payments to SPIN |