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Item 8. Financial Statements and Supplementary Data

2023-03-31 compared with 2022-03-16 · 475 added, 326 removed, 54 unchanged (94% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

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

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

Consolidated Financial Statements

Financial Statements

Consolidated Balance Sheets at December 31, 2022 and 2021

3 unchanged sentences

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Spine Injury Solutions, Inc.

Houston, Texas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Spine Injury Solutions, Inc.

and Subsidiary (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has an accumulated deficit of $20,278,547 as of December 31, 2021 and a net loss of $140,365 for the year ended December 31, 2021.

Additionally, the Company is not generating sufficient cash flows to meet its regular working capital requirements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans as to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Bitech Technologies Corporation

on the Financial Statements

have audited the accompanying consolidated balance sheet of Bitech Technologies Corporation (“the Company”) as of December

31, 2022, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for year then

ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and

its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States

Company’s Ability to Continue as a Going Concern

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

in Note 2 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating

activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matter arisings from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) represented especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Ham, Langston & Brezina, LLP

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

Houston, Texas

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide

a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

described further in Note 2 to the consolidated financial statements, the Company has incurred losses each year from inception through

December 31, 2022 and expects to incur additional losses in the future.

determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty

regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these

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

reviewed the Company’s working capital and liquidity ratios and forecasted revenue, operating expenses, and uses and sources of

cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from

the financial statement issuance date.

This testing included inquiries with management, comparison of prior period forecasts to actual

results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements

in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing

Fortune CPA, Inc

have served as the Company’s auditor since 2022.

March 31, 2023

SPINE INJURY SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

TECHNOLOGIES CORPORATION

BALANCE SHEETS

Current assets:

Cash and cash equivalents

Accounts receivable, net of allowance for discounts of $ 447,126

and $ 585,257 at December 31, 2021 and 2020, respectively

Prepaid expense

Total current assets

Property and equipment, net

LIABILITIES AND STOCKHOLDERS ’ DEFICIT

Intangible Asset – Exclusive License

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Notes payable

Note payable to shareholder

Accounts payable and accrued liabilities

Total current liabilities

Commitments and contingencies

Stockholders’ deficit:

Stockholders’ equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued

and outstanding at December 31, 2022 and December 31, 2021, respectively

Series A Convertible Preferred stock;

$ 0.001 par value, 9,000,000 shares authorized,

no shares issued and outstanding at December 31, 2022 and December 31, 2021

Preferred stock, value

Common stock:

$ 0.001 par value, 1,000,000,000 shares authorized, 515,505,770

20,240,882 shares issued and outstanding at both

December 31, 2021 and 2020

and 20,240,882 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

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

SPINE INJURY SOLUTIONS, INC.

( 1,096,594 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2021 and 2020

Net service revenue

Lease revenue

Total revenue

Operating, general and administrative expenses

the Year ended

COST OF REVENUE

OPERATING EXPENSES

General & Administrative

Total Operating Expenses

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Gain from forgiveness of debt

Interest and Other Income

Interest Expense

Total other income (expense), net

Net loss per common share:

Basic/ diluted

Weighted average shares used in loss per common share:

Basic/ diluted

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

SPINE INJURY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

For the Years Ended December 31, 2021 and 2020

Total Other Income (Expense)

LOSS BEFORE INCOME TAXES

BENEFIT (PROVISION) FOR INCOME TAXES

$ ( 811,635 )

$ ( 284,959 )

BASIC AND DILUTED LOSS PER SHARE

WEIGHTED AVERAGE SHARES

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

TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

of December 31, 2022

Preferred Stock

Stockholders’

Equity (Deficit)

Balances, December 31, 2019

Balances, January 21, 2021 (inception)

Balances, December 31, 2021

$ ( 284,959 )

Beginning balances, value

$ ( 284,959 )

Recapitalization

Restricted Stock Awards

Series A Preferred Shares issued in Share Exchange

Shares issued upon conversion of Series A Preferred Stock

( 9,000,000 )

Sale of Common Stock

Balances, December 31, 2022

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

SPINE INJURY SOLUTIONS, INC.

$ ( 1,176,594 )

Ending balances, value

$ ( 1,176,594 )

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

TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2021 and 2020

YEAR ENDED DECEMBER 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash

provided by operating activities:

Depreciation expense

Gain on transfer of accounts receivable to extinguish debt

Gain from forgiveness of debt

$ ( 811,635 )

$ ( 284,959 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment Write-off – Exclusive License

Common Stock issued for services

Changes in operating assets and liabilities:

Accounts receivable, net

Prepaid expenses

Prepaid expenses and other assets

Accounts payable and accrued liabilities

Net cash provided by operating activities

Net cash provided

by (used in) operating activities

Cash flows from investing activities:

Purchase Intangible Asset – Exclusive License

Net cash used in investing activities

Cash flows from financing activities:

Repayments on notes payable

Proceeds from Paycheck Protection Program loan

Payments on line of credit

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Cash from Sale of Common Stock, net

Recapitalization

Net cash provided by (used in)

financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash Investing and Financing

Supplemental disclosure of non-cash Investing and

Financing Activities:

Stock Issued for Intangible Asset – Exclusive License

Supplementary disclosure of cash flow information:

Interest paid

Non-cash investing and financing activities:

Exchange of note payable to a bank for note payable to shareholder

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

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

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

Spine Injury Solutions Inc.

(the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998.

We changed our name 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 pay 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 were not involved in any procedures in 2021 or 2020 and 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.

GOING CONCERN CONSIDERATIONS

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.

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.

a development-stage company, we are a global technology solution enabler dedicated to providing a suite of green energy solutions with

industry focus on green data centers, commercial and residential utility, EV infrastructure, and other renewable energy initiatives.

Bitech has been developing and evaluating the commercial viability of its Evirontek™ Integrated Platform to resolve the exorbitantly

high cost of electricity in several industries.

Bitech innovates energy technologies through research and development, planned acquisitions

of other green energy technologies and plans to become a grid-balancing operator using Battery Energy Storage System (BESS) solutions

and applying new green technologies in power plants to save electricity.

While participating in the Clean Energy Economy, we seek business

partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries

toward emerging-growth regions and implement or manufacture these innovative, scalable energy system solutions with technological focuses

on smart grid, Building Energy Management System (BEMS), energy storage, and EV infrastructure.

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.

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.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CRITICAL ACCOUNTING POLICIES

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

Going Concern

Since our inception,

our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of $ 1,096,594 as of December

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.

If in the future we decide to increase our service

development, marketing efforts and/or brand building activities, we will need to increase our operating expenses and our general and administrative

functions to support such growth in operations.

No such growth in operations is presently planned.

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

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

Our continued existence is dependent upon our ability to successfully merge with a financially viable company, or our ability to 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 in 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).

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

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

As part of our efforts to enter into a merger or similar transaction with a private company where it becomes the controlling company, 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.

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of Spine Injury Solutions, Inc.

We are also actively seeking a private

company with which to enter into a strategic business transaction, including without limitation a merger;

however, we cannot predict the

ultimate outcome of our efforts.

Our continued existence is dependent upon our ability to successfully merge with a financially viable

company, or our ability to obtain additional capital from borrowing and/or selling securities, as needed, to fund our operations.

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.

involved in any procedures in 2022 and have no plans to do so in the future.

The previous service revenues earned has resulted in longer

settlement times, which has created a slowdown in cash collections.

of Consolidation

The accompanying consolidated financial statements

include the accounts of Bitech Technologies Corporation.

and its wholly owned subsidiary, Quad Video Halo, Inc.

All material intercompany transactions have been eliminated upon consolidation.

Basis of Accounting

Our consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S.

GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Uncertainties with respect to such estimates and assumptions are inherent in the preparation of our consolidated financial statements;

accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of our financial position and results of operations.

Revenue Recognition

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

The Company’s service and product sales 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 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 and in Note 4.

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.

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

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

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

Fair Value of Financial Instruments

Cash, accounts receivable, accounts payable and 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.

All material intercompany

transactions have been eliminated upon consolidation.

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.

Company has assessed the impact of the guidance by performing the following five steps analysis:

Identify the contract

Identify the performance obligations

Determine the transaction price

Allocate the transaction price

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.

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.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Value of Financial Instruments

accounts receivable, accounts payable, accrued liabilities and notes payable as reflected in the consolidated financial statements, approximates

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.

and Cash Equivalents

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.

have not experienced any losses on these deposits.

and Equipment

and equipment are carried at cost.

When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are

removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations.

Maintenance and repairs are charged to operating expenses as incurred.

Costs of significant improvements and renewals are capitalized.

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

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.

Based on our analysis we established an allowance for discounts of $ 447,126 and $ 585,257 at December 31, 2021 and 2020, respectively.

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.

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

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

Concentrations

of Credit Risk

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 December 31, 2022 or December

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Based Compensation

account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors,

including employee stock options, based on estimated fair values.

Under authoritative guidance issued by the Financial Accounting Standards

Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the

date of grant using an option-pricing model.

The value of awards that are ultimately expected to vest is recognized as expense over the

requisite service periods in our consolidated statements of operations.

We use the Black-Scholes Option Pricing Model to determine the

fair-value of stock-based awards.

During the years ended December 31, 2022 and 2021, we did not recognize any compensation expense during

those periods.

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.

Tax Positions

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.

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.

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 years ended December 31, 2021 and 2020, 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.

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, 2022, we recognized no estimated

interest or penalties as income tax expense.

Costs and Contingencies

the normal course of business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other

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.

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 years ended December 31, 2021 and 2020, 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.

a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss.

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.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loss per Share

and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods

During the years ended December 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.

Accounting Pronouncements Not Yet Adopted

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

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.

Measurement of Credit Losses on

Financial Instruments.

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.

3 unchanged sentences

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.

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 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.

ACCOUNTS RECEIVABLE

Accounts receivable arose from patients billed by the healthcare providers based on CPT codes as described in Note 1.

Our customers’ patients who received medical services at diagnostic centers, were typically patients involved in auto accidents or work injuries.

Patients completed and signed medical and financial paperwork, which included an acknowledgement of each patient’s responsibility for payment for the services provided.

Additionally, the paperwork generally included an assignment of benefits.

The timing of collection of receivables varies depending on patient sources of payment.

Historical experience, through 2018, demonstrated that the collection period for individual cases may extend for two years or more.

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

Payment for services are primarily made to us by a third party and the credit policy includes terms of net 240 days for collections;

however, collections occur upon settlement or judgment of cases.

As of December 31, 2021 and 2020, we determined an allowance for uncollectable accounts of $ 447,126 and $ 585,257 , respectively was needed for those customer accounts whose collections appear doubtful.

In November 2021, the Company transferred certain accounts receivable with a gross balance of $ 84,865 and a carrying value of $ 0 to SPIN Collections LLC, an entity owned and controlled by Peter Dalrymple, a director of the Company.

In exchange, Mr.

Dalrymple reduced the amount the Company owed him under a promissory note (see Note 6.

Notes Payable) by $ 33,946 .

The Company recognized a gain on transfer of accounts receivable to extinguish debt in the amount of $ 33,946 which is included in other income in the accompanying consolidated statements of operations.

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2021 and 2020:

Computers and equipment

accumulated depreciation

Depreciation expense totaling $ 10,959 and $ 14,420 was charged to operating, general and administrative expenses during the years ended December 31, 2021 and 2020, respectively.

During the year ended December 31, 2021, the Company wrote-off fully depreciated assets with a cost of $ 22,931 due to them no longer being used in operations.

NOTES PAYABLE

On September 3, 2014, we entered into a $ 2,000,000 revolving line of credit agreement with Wells Fargo Bank, N.A.

Outstanding principal on the line of credit bore interest at the thirty-day London Interbank Offered Rate (“LIBOR”) plus 2 %.

The line of credit agreement was amended at various dates until a final amendment on September 30, 2019 converted the line of credit into a one-year term loan precluding any additional draws but retaining all other terms.

The line of credit and term loan were guaranteed by Peter L.

Dalrymple, a member of our board of directors, and was secured by a first lien interest in certain of his assets.

On the August 31, 2020 maturity date of the term loan with Wells Fargo Bank, N.A., Mr.

Dalrymple paid off in full the $ 610,000 remaining principal balance.

During the year ended December 31, 2020, the Company recorded $ 15,090 in interest expense related to the Wells Fargo term loan.

Notes payable

Upon Peter L.

Dalrymple paying off the principal balance of the Wells Fargo term loan on our behalf on August 31, 2020, we issued Mr.

Dalrymple a $ 610,000 one-year secured promissory note.

The secured promissory note bears interest of 6 % per year with monthly payments of interest only due until maturity, when all unpaid interest and principal is due.

This note is collateralized by all our accounts receivable and a pledge of the stock of our wholly owned subsidiary, Quad Video Halo, Inc.

In November 2021, the Company transferred certain accounts receivable to an entity owned by Mr.

Dalrymple in exchange for a reduction in the outstanding balance of the note in the amount of $ 33,946 (see Note 4.

Accounts Receivable for additional discussion).

The secured promissory note balance was $ 395,000 at December 31, 2021.

The maturity date of the note has been extended to June 30, 2022.

During the years ended December 31, 2021 and 2020, the Company recorded $ 26,859 and $ 11,058 , respectively, in interest expense on the Dalrymple note, representing all interest due through that date.

Paycheck Protection Program – SBA Loan

On April 22, 2020 we received a $ 64,097 Small Business Administration (“SBA”) loan under the federal Paycheck Protection Program (“PPP”), a program designed to help businesses keep their workforce employed during the COVID 19 pandemic.

The PPP was established under the Coronavirus Aid, Relief, and Economic Security ("CARES") Act signed into law in March of 2020.

The PPP provides a direct incentive for small businesses to keep their workers on the payroll and loans granted under the program are forgivable if employment levels are maintained for specified periods and proceeds are used for payroll and other approved expenses (rent, mortgage interest, utilities, and certain other expenses) provided for under the program.

Loans provided under the program are uncollateralized, include no guarantees, bear interest of 1 % per year and mature two years from the date of receipt.

For the reasons discussed throughout this report, we believe current economic uncertainty related to the COVID 19 pandemic and our inability to obtain financing through other means made the loan necessary to support our ongoing operations.

We applied for forgiveness of our loan in 2020 and on December 31, 2020 the entire balance of the loan was forgiven and recognized in other income as a gain on forgiveness of debt in our consolidated statements of operations.

STOCKHOLDERS’ EQUITY

During the years ended December 31, 2021 and 2020, we did not issue any common stock.

Stock Options

We recognize compensation expense related to stock options in accordance with the ASC 718, Compensation - Stock Compensation.

Under ASC 718 we measured stock-based compensation expense for stock options granted, based on weighted average fair values calculated using the Black Scholes option pricing model.

We issued no stock options during the years ended December 31, 2021 and 2020.

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

During 2021, all remaining options expired.

Details of stock option activity for the years ended December 31, 2021 and 2020 is as follows:

Exercise Price

(In-the-Money)

Outstanding at December 31, 2019

Options expired in 2020

Outstanding at December 31, 2020

Options expired in 2021

Outstanding at December 31, 2021

total number of authorized shares of our common stock, par value $ 0.001

per share, was 250,000,000 shares and

increased on June 27, 2022 to 1,000,000,000

On June 27, 2022 the 9,000,000

shares of Series A Convertible Preferred Stock issued as of March 31, 2022 automatically converted to 485,781,168

shares of common stock.

As of December 31, 2022, there were 515,505,770

common shares issued and outstanding including the 7,983,720 of Restricted Stock Awards granted in April 2022 but not yet issued until vested.

January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing 10,000,000 shares

of preferred stock with a par value of $ 0.001 per share.

Such amendment was filed on January 20, 2021.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 30, 2022, the Secretary of State of Delaware acknowledged the Company’s filing of a Certificate of Designations of Preferences

and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State

creating a series of 9,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”) to be issued in connection

with the Share Exchange.

The Certificate of Designations include:

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

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,

share is automatically convertible into shares of our common stock determined by dividing (i) the Stated Value by (ii) the Conversion

Price then in effect.

Initially, the “Conversion Price” is $ 0.018526887 per share, subject to adjustment as described

below on the first business day immediately following the earlier of (a) the date on which the Secretary of State of Delaware shall

have filed the Certificate of Designations;

and (b) the date on which FINRA has affected a reverse stock split of the Company’s

outstanding common stock, after all required approvals by the Company’s board of directors and its stockholders, in either

(a) or (b), so that there are a sufficient number of shares of the Company’s Common Stock authorized but unissued to permit

a full conversion of all the Series A Preferred Stock based upon the Conversion Price,

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

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.

March 31, 2022, we issued 9,000,000 shares of Series A Preferred Stock in exchange for 94,312,250 shares of Bitech Mining’s Common

Stock, par value $ 0.001 per share, representing 100 % of the issued and outstanding shares of Bitech Mining.

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

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

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 restricted Common Stock to an individual as compensation for future services at a fair value price on the date of

issuance of $ 0.10

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.

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.

was changed to “BTTC” on July 8, 2022.

August 2022 and October 2022, the Company sold a total of 1,500,000

shares of its unregistered common stock to four accredited investors for $ 0.10

per share for total gross proceeds of $ 150,000 .

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITION OF BITECH MINING

March 31, 2022, the Company acquired 94,312,250 shares of Bitech Mining’s Common Stock in exchange for 9,000,000 shares of its

Series A Preferred Stock representing 100 % of the issued and outstanding shares of Bitech Mining.

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.

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.

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

Total assets:

liabilities assumed

Net assets acquired

Purchase price in excess of net assets acquired

RELATED PARTY TRANSACTIONS

We currently maintain our executive offices at 5151 Mitchelldale A2, Houston, Texas 77092.

This office space encompasses approximately 200 square feet and is 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 director and Chief Executive Officer.

The rent includes 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 us this office space rent free.

As further described in Note 6, during 2020 we borrowed $ 610,000 from Peter Dalrymple, a director of the Company, under a secured promissory note.

As further discussed in Note 4, the Company transferred certain accounts receivable with a carrying amount of $ 0 to an entity owned and controlled by Mr.

Dalrymple in exchange for a reduction in the amount due under the promissory note in the amount of $ 33,946 .

The outstanding balance of the note was $ 395,000 at December 31, 2021.

We have no current or deferred provision for income taxes for the years ended December 31, 2021 or 2020, because we have established a full valuation allowance against our net operating loss carryforwards generated from recurring net losses as described below.

Deferred tax assets consist of the following at December 31, 2021 and 2020:

Net operating loss carryforwards

Allowance for doubtful accounts

valuation allowance

Due to uncertainties surrounding our ability to generate future taxable income to realize these assets, a full valuation has been established to offset the net deferred income tax asset.

Based on management’s assessment, utilizing an effective combined tax rate for federal and state taxes of approximately 21 %, we have determined that it is not currently more likely than not that we will realize our deferred income tax assets of approximately $ 2,594,000 and $ 2,480,000 attributable predominantly to the future utilization of the approximate $ 11,903,000 and $ 11,625,000 in eligible net operating loss carryforwards, and the allowance for doubtful accounts, as of December 31, 2021 and 2020, respectively.

We will continue to review this valuation allowance and make adjustments as appropriate.

The net operating loss carryforwards will begin to expire in varying amounts from year 2021 to 2039, with those net operating losses generated during the year ended December 31, 2021 set to never expire based on the provisions of the Tax Reform Act.

Current income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.

Therefore, amounts available to offset future taxable income may be limited under Section 382 of the Internal Revenue Code.

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

Benefit for income tax at federal statutory rate

Change in available NOLs

Change in valuation allowance

LEASE REVENUES

The Company’s QVH unit rentals are governed by agreements that detail the lease terms and conditions.

The determination of whether these contracts with customers contain a lease generally does not require significant judgement.

The Company accounts for these rentals as operating leases.

These leases do not include material amounts of variable payments and the Company has made the accounting policy election to exclude all taxes assessed by a governmental authority.

The Company provides an option of the lessee to purchase the rented equipment upon the termination of the lease for the as then fair market value;

however, the Company has not generated material revenue from sales of equipment under such options.

Initial lease terms vary in length based upon customer needs and generally range from 12 to 36 months.

Customers have the option to keep equipment on rent beyond the initial lease term on a month-to-month basis.

All of the Company’s rental products have long useful lives relative to the typical rental term with the original investment typically recovered in approximately five years.

The rental products are typically rented for a majority of the time owned and a significant portion of the original investment is recovered when sold from inventory.

The Company’s lease agreements do not contain residual value guarantees or restrictive covenants.

The initial terms of the Company’s two outstanding lease contracts ended in 2021, and those two customers are currently renting the QVH units on a month-to-month basis.

Included in property and equipment, net, as of December 31, 2021 and 2020 is equipment available for rent in the net amount of $ 0 and $ 10,959 respectively.

until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092.

This office space encompassed

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.

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 until March 31, 2022 when this lease was cancelled NSO provided the Company this office space rent free.

SUBSEQUENT EVENTS

Effective February 20, 2023, the Company and its wholly owned subsidiary Bitech Mining Corporation entered into a Confidential

Settlement, Mutual Release, and Share Transfer Agreement (the “C.

Cao Settlement Agreement”) with Calvin Cao (“C.

and SuperGreen Energy Corporation (“SuperGreen,” together with C.

Cao Parties”).

Cao Settlement

Agreement settles as to the C.

Cao Parties, the Company’s lawsuit as disclosed in its Current Report on Form 8-K filed with the

Securities and Exchange Commission on February 3, 2023 (the “Cao Lawsuit”).

Pursuant to the C.

Cao Settlement Agreement,

Cao Parties terminated the Patent & Technology Exclusive and Non-Exclusive License Agreement between Bitech Mining Corporation

and SuperGreen dated January 15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the “License Agreement”) and SuperGreen

canceled 51,507,749 shares of the Company’s common stock, par value $ 0.001 per share issued by the Company to SuperGreen pursuant

to the License Agreement.

In addition, the parties to the Settlement Agreement agreed to a mutual general release of liabilities against

each other, refrain from making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice of

the Cao Lawsuit as to the C.

The Settlement Agreement also contains additional covenants, representations and warranties

that are customary of litigation settlement agreements.

The Company intends to continue to pursue the Cao Lawsuit as to the remaining

defendants in that case, namely Michael Cao, B&B Investment Holding, LLC and Linh Dao.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

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 8. Financial Statements and Supplementary Data