What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-16 · 58 added, 110 removed, 1 unchanged (99% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the OTC Markets under the symbol, “SPIN.” Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Record Holders

As of March 16, 2022, there were approximately 63 stockholders of record of our common stock, and we estimate that there were approximately 425 additional beneficial stockholders who hold their shares in “street name” through a brokerage firm or other institution.

As of March 16, 2022, we have a total of 20,240,882 shares of common stock issued and outstanding.

The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities.

There are no redemption or sinking fund provisions applicable to the common stock.

Equity Compensation Plan Information

As of December 31, 2021, we do not have any compensation plans under which our equity securities are authorized for issuance.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the audited consolidated financial statements and the related notes to the consolidated financial statements included in this Form 10-K.

Management Overview

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

During the fourth quarter of 2018, the decision was made to discontinue our involvement in future medical procedures due to our cash position, which also hampers our ability to pay back existing debt to a current director and shareholder.

We were not involved in any procedures in 2021 and have no plans to do so in the future.

The service revenue previously earned has resulted in longer settlement times, which has created a slowdown in cash collections.

Additionally, our efforts to establish a market for the Quad Video Halo has not met our expectations and we have cut back its development and operations.

In late 2018, however, we were able to lease QVH units to customers, which leases include the use of our QVH units along with image processing services.

There can be no guarantee of us continuing as a going concern if we cannot find additional capital.

We continue to explore opportunities to raise additional capital to fund our operations.

We are also actively seeking a private company with which to enter into a strategic business transaction, including without limitation a merger.

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.

Results of Operations

For the years ended December 31, 2021 versus 2020:

We recorded $104,292 in QVH lease revenue for the year ended December 31, 2021, coupled with $64,588 of service revenues consisting of excess collections for previously funded procedures totaling $14,588 and a revision to our estimated variable consideration totaling $50,000, resulting in revenue of $168,880.

For the same period in 2020, we recorded $95,941 in QVH lease revenue coupled with $76,078 relating to excess collections for previously funded procedures bringing total revenue to $172,019.

For the year ended December 31, 2021, our collections of previously funded procedures decreased as we are no longer funding new procedures and previously funded procedures are in run-off.

For the years ended December 31, 2021 versus 2020:

Operating, general and administrative expenses for the year ended December 31, 2021 were $379,883 as compared to $507,397 for the year ended December 31, 2020.

Operating expenses decreased due primarily to decreases in payroll, rent, consulting and insurance expenses.

Other income (expense) for the year ended December 31, 2021 was other income, net of $70,638 as compared to other income, net of $37,984 for the year ended December 31, 2020.

The 2021 other income consisted of $63,500 of deposit received from a private company seeking to acquire us, which was recognized as other income upon termination of the letter of intent agreement.

In addition, we recognized $33,946 as other income upon the transfer of certain accounts receivable with a carrying value of $0 to Peter Dalrymple, a director, in exchange for a reduction in the note payable to Mr.

Dalrymple in the amount of $33,946.

For the year ended December 31, 2020, other income, net consisted primarily of the forgiveness of our Paycheck Protection Program (“PPP”) loan as further described below.

Other income (expense) was partially offset by $26,859 and $26,646 of interest expense during the years ended December 31, 2021 and 2020, respectively.

On April 22, 2020 we received an SBA loan in the amount of $64,097 under the federal PPP which helps businesses keep their workforce employed during the Coronavirus crisis.

The PPP is part of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act signed into law in March of 2020.

The PPP is a loan designed to provide direct incentive for small businesses to keep their workers on the payroll, which will be forgiven if all employees are kept on the payroll for eight weeks and the money is used for the sole purpose of payroll, rent, mortgage interest, or utilities, subject to the provisions in the program.

The loan carries an interest rate of 1% and is due in two years, April 22, 2022.

There is no collateral and no personal guarantees.

In December 2020, we applied for forgiveness of our PPP loan and subsequently received a notice of approval.

Accordingly, we removed the PPP loan amount from our consolidated balance sheet and recognized a gain on forgiveness of debt.

For the years ended December 31, 2021 versus 2020:

Net loss for the year ended December 31, 2021 was $140,365 compared to net loss of $297,394 for the year ended December 31, 2020.

The main reason for the decrease was lower operating expenses, coupled with an increase in other income, as described above.

Liquidity and Capital Resources

For the year ended December 31, 2021 versus 2020:

During 2021, cash provided by operating activities was $35,836 as compared to $446,971 in 2020.

The decrease in cash provided by operations was mainly due to a decrease in collections of outstanding receivables.

Cash used in financing activities totaled $61,054 for the year ended December 31, 2021, consisting of $61,054 in payments on our note to Peter Dalrymple.

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

Income Tax Expense (Benefit)

We have not made a provision for income taxes in 2021 or 2020, which reflects our valuation allowance established against our benefits from net operating loss carryforwards.

Critical Accounting Policies

In Note 3 to the audited consolidated financial statements for the years ended December 31, 2021 and 2020 included in this Form 10-K, we discuss those accounting policies that are considered to be significant in determining the results of operations and our financial position.

The following critical accounting policies and estimates are important in the preparation of our consolidated financial statements:

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires our management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

By their nature, these judgments are subject to an inherent degree of uncertainty.

On an ongoing basis, we evaluate estimates.

We base our estimates on historical experience and other facts and circumstances that we believe to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities.

The actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition and Accounts Receivable

The Company’s accounting for revenues is governed by two accounting standards.

The Company’s service and product sale revenue are accounted for under ASC 606, Revenue from Contracts with Customers.

Additionally, the Company’s QVH rental revenues are accounted for under ASC 842, Leases.

Service and Product Sale Revenue Recognition

Historically, our net revenues included service revenues that arose from the delivery of medical diagnostic services provided to patients by medical professionals at spine injury diagnostic centers, only after the patients completed and signed required medical and financial paperwork.

Service revenues were recorded as net patient service revenues based on variable consideration elements further described below.

While we did collect 100% of the accounts on certain patients, our historical collection rate was used to estimate the variable consideration expected and is reflected in the carrying balance of accounts receivable and service revenue recorded.

A discount rate of 48%, based on payment history, was used to reduce revenue to 52% of Current Procedural Terminology code rates (“CPT” codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services.

CPT codes are developed, maintained and copyrighted by the American Medical Association).

Patients were billed at the normal billing amount, based on national averages, for a particular CPT code procedure during the year ended December 31, 2018 and prior years.

We recorded no revenue related to medical diagnostic services provided during the years ended December 31, 2021 and 2020 and revenue presented represents adjustments of variable consideration received for procedures performed in years prior to 2019.

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

Our credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectability is reasonably assured.

Payment for services are primarily made to us by a third party upon settlement of a case.

As of December 31, 2021 and 2020, there were no material contract assets, contract liabilities, or deferred contract costs recorded in the consolidated financial statements.

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

Lease Revenues

Rental revenues from operating leases are recognized on a straight-line basis over the term of the lease.

Rental billings for periods extending beyond period end are recorded as deferred income and are recognized in the period earned.

For the QVH leases, rental related service revenues for support, maintenance and video processing, delivery, and installation are lease related because the payments are considered minimum lease payments that are an integral part of the negotiated lease agreement with the customer.

These revenues are recognized on a straight-line basis over the term of the lease.

As of the year ended December 31, 2021, the Company’s leases consisted solely of operating leases.

Going Concern

Since our inception in 1998, until commencement of our spine injury diagnostic operations in August, 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of $20,278,547 as of December 31, 2021.

During the year ended December 31, 2021, we recorded net revenue of $168,880 and a net loss of $140,365.

Presently, we are trying to limit all operating expenses as much as possible.

If in the future we decide to increase our service development, marketing efforts and/or brand building activities, we will need to increase our operating expenses and our general and administrative functions to support such growth in operations.

No such growth in operations is presently planned.

We are actively seeking a private company with which to enter into a strategic business transaction, including without limitation a merger;

however, we cannot predict the ultimate outcome of our efforts.

Our continued existence is dependent upon our ability to successfully merge with a financially viable company, or our ability to obtain additional capital from borrowing and/or selling securities, as needed, to fund our operations.

There is no assurance that additional capital can be obtained or that it can be obtained on terms that are favorable to us and our existing stockholders.

Any expectation of future profitability is likely dependent upon our ability to successfully merge with another company, of which there can be no assurances.

During the fourth quarter of 2018, the decision was made to discontinue our involvement with future medical procedures due to our cash position, which also hampered our ability to pay back existing debt to a current director and shareholder (see Note 6—Notes Payable in the consolidated financial statements).

We were not involved in any procedures in 2021 and have no plans to do so in the future.

The service revenue we previously earned has resulted in longer settlement times, which has created a slowdown in cash collections.

Additionally, our efforts to establish a market for the Quad Video Halo has not met our expectations and we have cut back its development and operations.

If we are unable to access additional capital in the near future, these recent developments could have a material negative impact on our financial performance and could have a material adverse effect on our results of operations and financial condition.

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern.

This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

common stock is quoted on the OTCQB tier of the OTC Markets Group, Inc.

under the symbol, “BTTC.” The OTC Market is a network of security dealers who buy and sell stock.

The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well

as volume information.

The following table sets

forth trading information for our common stock for the periods indicated, as quoted on the OTCQB.

These quotations reflect

inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Low Trading Price

High Trading Price

Year Ended December 31, 2022

Fourth Quarter (December 31, 2022)

Third Quarter (September 30, 2022)

Second Quarter (June 30, 2022)

First Quarter (March 31, 2022)

Year Ended December 31, 2021

Fourth Quarter (December 31, 2021)

Third Quarter (September 30, 2021)

Second Quarter (June 30, 2021)

First Quarter (March 31, 2021)

As of December 31, 2022 there were approximately 115

record holders of our common stock.

The number of record holders does not include beneficial owners of common stock whose shares are held

in the names of banks, brokers, nominees or other fiduciaries.

We believe there are approximately 550 shareholders as of December 31,

Dividend Policy

We have not declared or paid any dividends on our common stock since our

We currently intend to reinvest all cash resources to finance the development and growth of our business.

As a result, we do

not intend to pay dividends on our common stock in the foreseeable future.

Any future determination to pay dividends will be at the discretion

of our board of directors and will depend on the financial condition, earnings, legal requirements, restrictions in its debt agreements

and any other factors that our board of directors deems relevant.

In addition, as a holding company, our ability to pay dividends depends

on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result

of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that

we or our subsidiaries may incur.

[Unregistered

Sales of Securities]

following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a

Current Report on Form 8-K which were not registered under the Securities Act.

Included are new issues, securities issued in exchange

for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting

from the modification of outstanding securities.

We issued all of the securities listed below pursuant to the exemption from registration

provided by Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder.

April 19, 2022, the Company issued 4,635,720 shares of its Common Stock to an individual as compensation for future services at a fair

value price on the date of issuance of $0.10 per share.

The shares vest 25% on each April 18 commencing on April 18, 2023 so long as

the individual is providing services to the Company or one of its subsidiaries.

April 14, 2022, the Company issued 3,348,000 shares of its Common Stock to an individual as compensation for future services at a fair

value price on the date of issuance of $0.10 per share.

1,802,769 shares vest on April 13, 2023 and 515,077 shares vest on April 13,

2024, April 13, 2025, and April 13, 2026 so long as the individual is providing services to the Company or one of its subsidiaries.

During August 2022 and October 2022, the Company sold

a total of 1,500,000 shares of its unregistered common stock to four accredited investors for $0.10 per share for total gross proceeds

Compensation Plan Information

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

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 5. Market for Registrant’s Common Equity