What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-16 · 158 added, 88 removed, 0 unchanged (100% of the section changed)

Spine Injury Solutions Inc.

was incorporated under the laws of Delaware on March 4, 1998.

We changed our name from Spine Pain Management Inc.

to Spine Injury Solutions, Inc.

on October 1, 2015.

We are actively pursuing a merger or similar transaction with a private company where it becomes the controlling company.

We find this to be the best course of action for our stockholders.

Further, we have been in negotiations with a certain third-party candidate since December 2021.

We are presently negotiating terms of a proposed share exchange agreement with the candidate, under which its shareholders would exchange their shares for shares of our stock.

Although we do not presently have a binding agreement with this company or its shareholders, it is possible that a definitive agreement for the proposed transaction could be agreed to and consummated in the imminent future.

There is no assurance that such transaction will be completed, or if completed, that the terms will be favorable to us.

From 2009 to 2018, we operated as a technology, marketing, billing, and collection company facilitating diagnostic services for patients who have sustained spine injuries resulting from traumatic accidents.

We delivered turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatment of musculo-skeletal spine injuries resulting from automobile and work-related accidents.

Through our affiliate system, we facilitated spine surgeons, orthopedic surgeons and other healthcare providers to provide reasonable, necessary, and appropriate treatments to patients with musculo-skeletal spine injuries.

We assisted the centers that provide the spine diagnostic injections and treatment and paid the doctors a fee for the medical procedures they performed.

After a patient was billed for the procedures performed by the affiliated doctor, we took control of the patients’ unpaid bill and oversee collection.

In most instances, the patient was a plaintiff in an accident case, where the patient was represented by an attorney.

Typically, the defendant (and/or the insurance company of the defendant) in the accident case would pay the patient’s bill upon settlement or final judgment of the accident case.

The payment to us was made through the attorney of the patient.

In most cases, it was required that we agree to the settlement price and the patient must sign off on the settlement.

Once we were paid, the patient’s attorney would receive payment for his or her legal fee.

During the fourth quarter of 2018, the decision was made to discontinue our involvement in future medical procedures due to our cash position, and we have not been involved in any procedures since then, including in 2021 or 2020.

Presently, we continue to have no plans to do so in the future.

However, we continue to actively pursue the collection of previously funded procedures.

Without additional funding, there is no guarantee that we can continue as a going concern.

We own a device and process by which a video recording system known as the Quad Video Halo (“QVH”) is used to record medical procedures.

The QVH system can simultaneously capture views and machine images, thus providing a record of internal and external views of a recorded procedure.

The QVH system has been refined and improved over the years.

The first- and second-generation systems required post-procedure file transfers, synchronizing and editing.

This involved considerable software and time for a videographer to produce a complete video.

The latest generation of the QVH referred to as NextGen 2.0 completely eliminates all of the issues associated with prior QVH approaches.

The new varifocal lens cameras allow ceiling placement which eliminates the impact of room clutter and fluoroscope movement.

The system server automatically synchronizes and renders the final videos, thus eliminating all backend processing.

We lease QVH units to customers who pay us monthly lease payments.

Presently, the majority of our total revenues are derived from these lease payments.

Our wholly-owned subsidiary, Quad Video Halo, Inc.

holds certain company assets affiliated with the QVH units.

Billing and Operations

From 2009 to 2018, we worked with independent medical contractors who would perform the medical services for patients and bill a fixed fee for the services.

We funded certain spine injury diagnostic centers where we work with healthcare providers as independent contractors to perform medical services for patients (however, we discontinued our involvement in future medical procedures during the fourth quarter of 2018—see above).

We paid the healthcare providers for medical services performed.

The patients were 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 were billed at the normal billing amount, based on national averages, for a particular CPT code procedure.

We would take control of the patients’ unpaid bills.

The clinic facilities where our spine injury diagnostic centers operated were owned or leased by a medical affiliate or third party.

We had no ownership interest in these clinic facilities, nor did we have any responsibilities towards building or operating the clinic facilities.

Governmental Regulation

All of the medical diagnostic procedures offered at the clinics were performed by independent medical contractors, who were subject to regulation by a number of governmental entities at the federal, state, and local levels.

We were and are subject to laws and regulations relating to business corporations in general.

HIPAA Administrative Simplification Provisions — Patient Privacy and Security

The Health Insurance Portability and Accountability Act of 1996, commonly known as “HIPAA,” requires the adoption of standards for the exchange of health information in an effort to encourage overall administrative simplification and to enhance the effectiveness and efficiency of the healthcare industry.

Pursuant to HIPAA, the Secretary of the Department of Health and Human Services has issued final rules concerning the privacy and security of health information, the establishment of standard transactions and code sets, and the adoption of a unique employer identifier and a national provider identifier.

Noncompliance with the administrative simplification provisions can result in civil monetary penalties up to $100 per violation as well as criminal penalties that include fines and imprisonment.

The Department of Health and Human Services Office of Civil Rights is charged with implementing and enforcing the privacy standards, while the Centers for Medicare and Medicaid Services are responsible for implementing and enforcing the security standards, the transactions and code sets standards, and the other HIPAA administrative simplification provisions.

The HIPAA requirements only apply to “covered entities,” such as health plans, healthcare clearinghouses, and healthcare providers, which transmit any health information in electronic form.

Our business is likely considered a “covered entity” under HIPAA.

Of the HIPAA requirements, the privacy standards and the security standards have the most significant impact on our business operations.

The privacy standards require covered entities to implement certain procedures to govern the use and disclosure of protected health information and to safeguard such information from inappropriate access, use, or disclosure.

Protected health information includes individually identifiable health information, such as an individual’s medical records, transmitted or maintained in any format, including paper and electronic records.

The privacy standards establish the different levels of individual permission that are required before a covered entity may use or disclose an individual’s protected health information and establish new rights for the individual with respect to his or her protected health information.

The final security rule establishes security standards that apply to covered entities.

The security standards are designed to protect health information against reasonably anticipated threats or hazards to the security or integrity of the information, and to protect the information against unauthorized use or disclosure.

The security standards establish a national standard for protecting the security and integrity of medical records when they are kept in electronic form.

The administrative simplification provisions of HIPAA require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or received electronically.

We believe that we are in substantial compliance with the transaction and code set standards.

The transaction standards require us to use standard code sets when we transmit health information in connection with certain transactions, including health claims, health payments and remittance advices.

In addition, the Secretary of the Department of Health and Human Services issued a final rule that requires each healthcare provider to adopt a standard unique health identifier, the National Provider Identifier (“NPI”).

The NPI will identify healthcare providers in the electronic transactions for which the Secretary has already adopted standards (the “standard transactions”).

These transactions include claims, eligibility inquiries and responses, claim status inquiries and responses, referrals, and remittance advices.

All health plans and all healthcare clearinghouses must accept and use NPIs in standard transactions.

Other Privacy and Confidentiality Laws

In addition to the HIPAA requirements described above, numerous other state and federal laws regulate the privacy of an individual’s health information.

These laws specify how an individual’s health information may be used internally, the persons to whom health information may be disclosed, and the conditions under which such uses and disclosures may occur.

Many states have requirements relating to an individual’s right to access his or her own medical records, as well as requirements relating to the use and content of consent or authorization forms.

Also, because of employers’ economic interests in paying medical bills for injured employees and in the timing of the injured employees’ return to work, many states have enacted special confidentiality laws relating to disclosures of medical information in workers’ compensation claims.

These laws limit employer access to such information.

Many states have also passed laws that regulate the notification process to individuals when a security breach involving an individual’s personally identifiable information, such as social security number or date of birth, occurs.

To the extent that state law affords greater protection of an individual’s health information than that provided under HIPAA, the state law will control.

We anticipate that there will be more regulation in the areas of privacy and confidentiality, particularly with respect to medical information.

We regularly monitor the privacy and confidentiality requirements that relate to our business, and we anticipate that we may have to modify our operating practices and procedures in order to comply with these requirements.

Presently, the majority of our total revenues are derived from leasing QVH units.

Although we believe the QVH system is unique in the healthcare industry, there may be low barriers to entry in this market, and the addition of new competitors may occur relatively quickly.

If competition within our industry intensifies, our ability to maintain or increase our revenue growth, price flexibility and control over medical costs, trends, and marketing expenses, may be compromised.

We currently have one paid part-time employee (our CFO, John Bergeron), plus one collection consultant and one QVH consultant at our corporate headquarters.

We do not presently pay our President and CEO, William Donovan, M.D., any compensation.

We expect to continue to use independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employees.

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 have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated

to providing a suite of green energy solutions with industry focus on green data centers, commercial and residential utility, EV

infrastructure, and other renewable energy initiatives.

We plan to pursue these innovative energy technologies through research and

development, planned acquisitions of other green energy technologies and plans to become a grid-balancing operator using Battery

Energy Storage System (BESS) solutions and applying new green technologies in power plants as a technology enabler in the green

energy sector.

While participating in the clean energy economy, we are seeking business partnerships with defensible technology

innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and

implement or manufacture these innovative, scalable energy system solutions with technological focuses on smart grids, Building

Energy Management System (BEMS), energy storage, and EV infrastructure.

To accelerate growth of a planned intellectual property

(IP) portfolio through acquisition strategies, we plan to execute our “Smart Acquisition Model” depicted in the diagram below

with selected acquisitions of defensible technologies accompanied with visionary management teams who can demonstrate a common goal with

us in order to unlock the full potential with capital infusion, accelerate growth.

To achieve our development plans, we plan to incubate

those acquired companies toward foreseeable plans for mergers and acquisitions, formation of global joint ventures, while facilitating

new market entry to today’s fastest growing Southeast Asia region.

With this acquisition model, we expect to build a valuable technology

portfolio of IP assets in various innovative green energy technologies, leveraging our network of global capital partners with low-cost

manufacturing capacity and oversea outsourcing technical talents from our niche sources in Vietnam.

We plan to execute a “Dual Growth Business Model”

as depicted in the diagram below encompassing (1) IP portfolio growth which includes technology licensing or technology acquisitions,

enhanced with our plans to carry out research and development for specific applications, and (2) sustainable revenue growth by executing

planned BESS acquisitions via joint ventures with capital partners to collect joint venture income from BESS operations or Vietnam-based

manufacturing partners which can manufacture products derived from our technology solutions.

light of these initiatives and other reasons noted below, the Company has, however, elected to discontinue its efforts to

commercialize the electric power generation and charging system (the “Tesdison Technology”) it formerly licensed from

SuperGreen Energy Corporation (“SuperGreen”) pursuant to the Patent &

Technology Exclusive and Non-Exclusive License Agreement dated January 15, 2021, as amended, entered into between SuperGreen and the

Company’s wholly owned subsidiary Bitech Mining Corporation (“Bitech Mining”) (the “SuperGreen

The Company has determined that the Tesdison Technology was not functional nor was it

capable of being developed into a commercially viable product as had been represented to the Company by SuperGreen, its founder

Calvin Cao, and his brother Michael Cao, leading up to Bitech Mining entering into the SuperGreen License.

In addition, the Company

will temporarily pause the further development of Intellisys-8, the Company’s planned chipset and related software that had

been designed to reduce power consumption and heat in computer systems and accelerate their computational speed due to the currently

unfavorable market conditions within the cryptocurrency market.

of Bitech Mining Corporation

Company acquired Bitech Mining on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange

Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders

(each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’

Representative (“Sellers’ Representative”).

The transaction contemplated by the Share Exchange Agreement is hereinafter

referred to as the “Share Exchange”).

The Share Exchange Agreement provides that the Company will acquire from the Sellers,

an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001 per share, representing 100% of the issued

and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”).

In consideration of the Bitech Mining

Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible

Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

Each Bitech Mining Share shall be entitled

to receive 0.09543 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock shall automatically convert into 53.975685

shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon

filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that

there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series

A Preferred Stock.

Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 485,781,168 shares of Company

Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s

authorized common stock to 1,000,000,000 shares.

Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate,

approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

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.

following agreements were entered into in connection with the acquisition of Bitech Mining:

Services Agreement.

On the Closing Date, the Company, Quad and Peter L.

Dalrymple (“Dalrymple”), a former director

of the Company, entered into a Management Services Agreement (the “MSA”) whereby Dalrymple agreed to act as the general manager

of the video recording operations of Quad and collect certain accounts receivable of the Company (the “Services”).

for providing the Services, the Company agreed to pay Dalrymple a fee equal to the net revenues derived from these operations after payment

of all operating expenses related to such operations.

The term of the MSA commences on the Closing Date and continues until the earlier

to occur of the following:

(i) 90 days after the Closing Date;

(ii) the Company and Dalrymple’s mutual written consent;

any material breach of the MSA by either party, provided that the breaching party has been provided written notice of such breach and

has failed to cure such breach within ten (10) days of receipt of such written notice.

On the Closing Date, the Company, Quad and Dalrymple, entered into an Amendment to the Secured Promissory Note (the

“Note Amendment”) whereby Dalrymple agreed that (i) the principal and accrued interest outstanding under the Secured Promissory

Note dated August 31, 2020 as amended on October 29, 2021 issued by the Company in favor of Dalrymple (collectively, the “ Note ”)

is $95,000 as of the Closing Date, (ii) the date on which the outstanding principal and accrued interest is due is 90 days after the

Closing Date, (iii) any obligations of (x) the Company that become due and owing to Bitech Mining or the Sellers under Section 4.07(c)

of the Share Exchange Agreement or (y) that become due and owing under Section 6.12 of the MSA may be offset against any amounts owed

by the Company or Quad under the Note and (iv) all claims or causes of action (whether in contract or in tort, in law or in equity) that

may be based upon, arise out of or relate to the Note, or the negotiation, execution or performance of the Note (including any representation

or warranty made in or in connection with the Note or as an inducement to enter into the Note or this Amendment), may be made only against

Quad, and SPIN who is not a party to the Note as of the Closing Date, including without limitation any past, present or future director,

officer, employee, incorporator, member, manager, partner, equity holder, affiliate, agent, attorney or representative of SPIN (“SPIN

Parties”), shall have no liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to

impose liability of the SPIN Parties) for any obligations or liabilities arising under, in connection with or related to the Note or

for any claim based on, in respect of, or by reason of the Note or its negotiation or execution, and Dalrymple waives and releases all

such liabilities, claims and obligations against any such SPIN Parties.

to the Security Agreement.

On the Closing Date, the Company, Quad and Dalrymple, entered into an Amendment to Security Agreement

(the “Security Agreement Amendment”) whereby the parties to that agreement agreed that (i) Quad shall be included with the

Company as an additional debtor for all purposes in the Security Agreement entered into between the Company and Dalrymple dated August

31, 2020 (the “Security Agreement”), (ii) Quad’s collateral obligations under the Security Agreement shall only relate

to its accounts receivable, and the collateral described relating to “Pledged Securities” as defined in the Security Agreement

shall not apply to Quad’s obligations under the Security Agreement, (iii) the Company’s pledge of its accounts receivables

as provided for in the Security Agreement will be limited solely to the Company’s accounts receivables in existence as of March

27, 2022 at 11:59 P.M.

ET, and shall not apply to any after acquired accounts receivables and (iv) the Company is authorized to file

an amended financing statement to reflect the terms of Security Agreement Amendment and Quad shall promptly file a financing statement

reflecting the terms set for in such amendment.

of Quad Video Assets

June 30, 2022 (the “Effective Date”), we completed the sale of all of the assets of our wholly owned subsidiary Quad Video

(“Quad Video”) pursuant to the terms of an Asset Purchase Agreement entered into among Quad Video, Quad Video

Holdings Corporation (“Quad Holdings”) and Peter Dalrymple, a former officer, director and substantial shareholder of the

Company (“Dalrymple,” together with Quad Holdings, collectively, the “Buyers”) dated as of the Effective Date

(the “Quad Video APA”).

Pursuant to the terms of the Quad Video APA, Quad Video sold all of its assets to Quad Holdings which

included its accounts receivables, fixed assets, intangible assets and all customer lists associated with Quad Video’s business

(the “Quad Video Assets”).

the terms of the Quad Video APA, the amount of the consideration paid to the Company for purchase of the Quad Video Assets was Mr.

cancellation of a promissory note with an approximate principal balance of $8,789 plus accrued interest as of the Effective Date issued

by the Company to Mr.

Dalrymple and the cancellation of a security agreement securing payment of that note pursuant to a Secured Promissory

Note and Security Agreement Cancellation Agreement and assumed all liabilities related the Quad Video’s operations and the Quad

Video Assets and terminated the Management Services Agreement entered into among the Company, Quad Video and Dalrymple dated March 31,

2022 pursuant to a Management Services Termination Agreement.

addition, on the Effective Date, we completed the sale of certain accounts receivables related to our spine pain management business

pursuant to the terms of an Asset Purchase Agreement entered into among the Company, SPIN Collections LLC, a company owned or controlled

by Dalrymple and Dalrymple (the “SPIN Accounts Receivable APA”).

The consideration received by the Company in connection

with the SPIN Accounts Receivable APA was $10.00 and other good and valuable consideration that was nominal and immaterial.

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.

Effective as of June 27, 2022, we issued an aggregate of 485,781,168 shares

(the “Conversion Shares”) of our common stock upon the conversion of 9,000,000 shares of our Series A Convertible Preferred

Stock, $0.001 par value per share (the “Series A Preferred”).

The shares of the Series A Preferred were issued to the former

shareholders of Bitech Mining on March 31, 2022 in exchange for their shares in Bitech Mining representing 100% of the issued and outstanding

shares of Bitech Mining.

The Series A Preferred automatically converted into our common stock upon our filing of a Certificate of Amendment

to our Certificate of Incorporation, as amended on June 27, 2022.

of December 31, 2022, we had two full-time employees.

To date, we have not experienced any work stoppages and we consider our relationship

with our employees to be good.

None of our employees are either represented by a labor union or are subject to a collective bargaining

reporting companies are not required to provide the information required by this item.

UNRESOLVED STAFF COMMENTS

principal executive offices are located at 895 Dove Street, Suite 300, Newport Beach, CA 92660.

We occupy this location pursuant to a

lease that may be terminated by us on 90 days prior notice.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business