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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-16 · 524 added, 220 removed, 31 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

William Donovan, M.D., our President and Chief Executive Officer, is our principal executive officer and John Bergeron, our Chief Financial Officer, is our principal financial officer.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2021.

Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our principal executive officer and principal financial officer, in a manner that allowed for timely decisions regarding disclosure.

Management ’ s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements;

provide reasonable assurance regarding prevention or timely detection of unauthorized transactions.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework and Internal Control over Financial Reporting – Guidance for Smaller Public Companies.

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021.

Based on this evaluation, our management concluded that, as of December 31, 2021, we maintained effective internal control over financial reporting.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the year ended December 31, 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Our management, including our principal executive officer and principal financial officer, does not expect that its disclosure controls or internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control.

The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined.

Tran, our President and Chief Executive Officer, is our principal executive officer and Robert J.

Brilon, our Chief Financial

Officer, is our principal financial officer.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act, as of December 31, 2022.

Based on this evaluation, our principal executive officer and our principal

financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective

and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information

was accumulated and communicated to our principal executive officer and principal financial officer, in a manner that allowed for timely

decisions regarding disclosure.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States.

Our internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements;

reasonable assurance regarding prevention or timely detection of unauthorized transactions.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with policies or procedures may deteriorate.

making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control – Integrated Framework and Internal Control over Financial Reporting – Guidance for Smaller

Public Companies.

management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022.

Based on this evaluation,

our management concluded that, as of December 31, 2022, we maintained effective internal control over financial reporting.

This annual report does not include an attestation report of the company’s

registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation

by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit

the Company to provide only management’s report in this annual report.

in internal control over financial reporting

were no changes in our internal control over financial reporting during the year ended December 31, 2022 that have materially affected

or are reasonably likely to materially affect our internal control over financial reporting.

management, including our principal executive officer and principal financial officer, does not expect that its disclosure controls or

internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

In addition, the design of a control system must

reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within a company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally,

controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override

of the control.

The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may

Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected.

Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra

diligence must be exercised during the period these tasks are combined.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our directors and executive officers are as follows:

Position(s) and Office(s)

William Donovan, M.D.

Chief Executive Officer, President and Chairman

John Bergeron

Chief Financial Officer and Director

Jerry Bratton

Peter Dalrymple

Donovan, M.D.

Donovan has served as our Chief Executive Officer since January 2009 and as our President since May 2010.

He has served as one of our directors since April 2008.

He is a Board Certified Orthopedic Surgeon, and has been involved with venture funding and management for over 25 years.

He was the co-founder of DRCA (later known as I.O.I) and became Chairman of this company that went from the pink sheets, to NASDAQ and then to the AMEX before being acquired by a subsidiary of the Bass Family.

He was a founder of “I Need A Doc,” later changed to IP2M that was acquired by Dialog Group, a publicly traded company.

He was the Chairman of House of Brussels, an international chocolate company and president of ChocoMed, a specialized confectionery company combining Nutraceuticals with chocolate bars.

Donovan has been practicing as a physician in Houston, Texas since 1975.

Throughout his career as a physician, he has been involved in projects with both public and private enterprises.

He received his Orthopedic training at Northwestern University in Chicago.

He was a Major in the United States Air Force for 2 years at Wright Patterson Air Force base in Dayton, Ohio.

He established Northshore Orthopedics, Assoc.

in 1975 and continues in active practice in Houston, specializing in Orthopedic Surgery.

John Bergeron, CPA – Mr.

Bergeron has served as our Chief Financial Officer since October 2011 and as one of our directors since July 2010.

From May 2008 through September 2014, he served as President of Jolpeg Inc., a private firm that consults on financial matters in service industries.

From May 2002 until May 2008, Mr.

Bergeron served as Divisional Controller of Able Manufacturing, a division of NCI Group, Inc, where his responsibilities included financial reporting, budgeting and Sarbanes-Oxley Act compliance.

Prior to that, Mr.

Bergeron worked as controller of different internet companies and as an accounting manager for several other private firms.

He has also worked as an auditor for Arthur Andersen.

Bergeron has more than thirty years’ experience in financial management and corporate development of manufacturing and service industry companies.

He has extensive experience in financial reporting of public companies, risk management, business process re-engineering, structuring and implementing accounting procedures and internal control programs for Sarbanes-Oxley Act compliance.

Bergeron is a Certified Public Accountant.

He received a Bachelor of Business Administration in Accounting from Lamar University in 1979.

Jerry Bratton, J.D., MBA – Mr.

Bratton has served as one of our directors since July 2010.

He has served as President of Bratton Steel, L.P.

since 2006 and previously with Bratton Steel, Inc.

(its predecessor) since 1991.

Bratton Steel is a structural steel fabricating company.

As President, Mr.

Bratton has grown the company from a startup to a company that employs up to approximately 75 employees.

He has significant experience in overseeing sales, estimating, project management and contracting.

Bratton served as President of the Texas Structure Steel Institute from 2007 to 2008.

He is also a member of the American Institute of Steel Construction.

Bratton has business and investment background in medical software, personal medical information records storage, RFID security products and energy ventures.

Bratton is a licensed attorney in the State of Texas and previously served as an assistant general counsel in the construction industry.

Bratton earned Juris Doctorate and Master of Business Administration degrees from Texas Tech University in 1977.

Dalrymple – Mr.

Dalrymple joined our board of directors in August 2014.

Since July 2012, he has served as General Partner of LPD Investments Ltd.

and Manager of DLD Oil & Gas LLC.

Prior to that, he was one of the co-founders and owners of the Royal Purple Synthetic Lubricants Company, which at the time of its sale in 2012, was one of the largest synthetic lubricants companies in North America.

While with Royal Purple, he was in charge of Sales and Marketing.

After the company was sold to Calumet Specialty Products Partner, a New York Stock Exchange company, in July of 2012, Mr.

Dalrymple became a very active investor in several companies.

He is also a trustee of Norwich University, from which he holds a Bachelor of Science Degree in Engineering Management.

He previously served as a Lieutenant with the United States Army Corp.

of Engineers.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than ten percent of our common stock, to file reports of ownership and changes of ownership with the SEC.

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC during the fiscal year ended December 31, 2021, we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during the fiscal year ended December 31, 2021.

Code of Ethics

We have adopted a code of ethics that applies to our directors, principal executive officers, principal financial officers, principal accounting officer or controller, and persons performing similar functions.

The Code of Ethics for Directors and Executive Officers can be found on our website at spineinjurysolutions.com/corporate-governance/.

Further, we undertake to provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request in writing by mail to:

Spine Injury Solutions, Inc., P.O.

Box 541566, Houston, Texas 77254-1566.

Audit Committee

We maintain a separately-designated standing audit committee.

The Audit Committee currently consists of Peter Dalrymple and Jerry Bratton.

Although the Charter of the Audit Committee provides for a majority of the Audit Committee to be independent, presently only Mr.

Bratton is independent.

Bratton is the Chairman of the Audit Committee, and the board of directors has determined that he is an audit committee financial expert as defined in Item 5(d)(5) of Regulation S-K.

The primary purpose of the Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements on behalf of the board of directors.

The Audit Committee meets privately with our management and with our independent registered public accounting firm and evaluates the responses by our management both to the facts presented and to the judgments made by our outside independent registered public accounting firm.

directors and executive officers are as follows:

and Office(s)

Executive Officer, President and Chairman

Financial Officer and Director

Tran, PhD – Dr.

Tran currently serves as Chairman and Chief Executive Officer of the company.

He has been the corporate

strategist, investor, and financial partner in the formation and growth of several emerging growth technology companies.

Benjamin specializes

in cross-border M&A, private equity, merchant banking advisory and technology marketing.

He also serves as Managing Partner of Cleantek

Venture Capital, a cleantech-focused private equity advisory firm since January 2021 to present.

Benjamin, at times, serves as senior

advisor to several publicly traded companies.

From February 2021 to April 2022, Benjamin has served as Senior Capital Market Advisor

for Iveda Solutions, Inc.

IVDA), an AI and IoT technology company to assist with financing and uplisting to Nasdaq.

2017 to January 2019, he served as Advisory Chairman of Vemanti Group, Inc.

VMNT), an innovative fintech company to assist in

M&A and international business development.

From November 2018 to April 2021, Benjamin also co-founded and served as chairman of

CBMD, Inc., a privately held physician-based CBD science company specializing in pain management.

Benjamin served as CFO of privately

held Stock Navigators, a leading software and educational training institution for technical traders from June 2018 to June 2019.

2014 to present, Benjamin has served as managing partner of United System Capital, a private equity advisory firm in Newport Beach, California.

Prior to United System Capital, Benjamin was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New

York-based investment bank that has transacted over 100 IPOs/APOs/SPACs and raised over $4B for the U.S.

and Asian companies.

spearheaded the organization to formulate a multi-functional investment banking service for emerging growth companies via globalization

Benjamin has been seasoned international consultant providing corporate development and interim senior management to small

and medium sized enterprises in Silicon Valley and the Asia Pacific region.

He also served as a board director, CFO, corporate strategist,

and executive advisor for several distressed companies, managing turn-around situations.

As a Silicon Valley high-tech veteran, Benjamin

brings over 20 years of diversified experience including mergers and acquisitions, venture management, strategic marketing, and international

business development.

Prior to his investment and corporate advisory career, Benjamin worked for technology leaders including Micron

Technology, Fujitsu Microelectronics, Mitsubishi Electric America, Philips Semiconductors, holding various senior technical and marketing

management positions.

Benjamin received a Ph.D.

in Business Administration, a Masters in Business Administration from the University

of Phoenix, Masters of Science and Bachelor of Science degrees in Electrical Engineering from San Jose State University, California.

Brilon has served as our Chief Financial Officer since October 1, 2021 and was appointed as a director

on April 14, 2022.

He also has served as Chief Financial Officer for Iveda Solutions, Inc.

IVDA) since December 2013.

also Iveda’s President from February 2014 to July 2018 and Treasurer from December 2013 to July 2018 and was appointed Treasurer

again on December 15, 2021.

Brilon served as Iveda’s Executive Vice President of Business Development from December 2013 to

February 2014 and as Iveda’s interim Chief Financial Officer and Treasurer from December 2008 to August 2010.

Brilon joined

New Gen Management Services, Inc.

in July 2017 as the CFO (subsequently becoming President and CFO of New Gen in July 2018).

was the President, Chief Financial Officer, Corporate Secretary, and Director of both Vext Science, Inc and New Gen until he resigned

in February 2020.

Brilon served as Chief Financial Officer and Executive Vice President of Business Development of Brain State Technologies,

a brainwave optimization software licensing and hardware company, from August 2010 to November 2013.

From January 2010 to August 2010,

Brilon served as Chief Financial Officer of MD Helicopters, a manufacturer of commercial and light military helicopters.

also served as Chief Executive Officer, President, and Chief Financial Officer of InPlay Technologies (NASDAQ:

NPLA), formerly, Duraswitch

DSWT), a company that licensed patented electronic switch technology and manufactured digital pen technology, from November

1998 to June 2007.

Brilon served as Chief Financial Officer of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental

Service Corp.

RRR) from 1995 to 1996, Chief Financial Officer and Vice President of Operations of DataHand Systems, Inc.

1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR) from 1986 to 1993.

Brilon is a certified public accountant and practiced

with several leading accounting firms, including McGladrey Pullen, Ernst and Young and Deloitte and Touche.

Brilon holds a Bachelor

of Science degree in Business Administration from the University of Iowa.

Trimarche, JD – Mr.

Trimarche has served as one of our directors since December 21, 2022.

He has practiced law for over

30 years in the areas of environmental and energy law and a wide range of other governmental and regulatory fields, as well as finance,

intellectual property, general commercial litigation, and strategic planning and risk avoidance.

His work focuses on emerging companies

in the renewable energy and cleantech industries where he identifies and evaluates early-stage companies seeking to go public, strategic

acquisition targets, strategic partnership opportunities, and other investment opportunities in the energy sector.

Greg’s experience

also covers federal and state energy and environmental regulatory programs, as well as the various governmental incentive programs relating

to the energy and utility industries.

Greg has been of counsel to the law firm Cooksey Toolen Gage Duffy Woog since 2017 and prior to

that has been engaged in the private practice of law since 1989.

In 2010, Greg co-founded Sustain SoCal (formerly, CleanTech OC), the

clean technology trade association for Orange County, California and served as its President and Chief Executive Officer from 2010 to

In additions, Greg is a frequent speaker at cleantech industry conferences.

Greg is a past member of the Board of Directors of

OCTANe (https://octaneoc.org), the fundraising and networking organization for Orange County’s technology industries.

2015, he has been an officer and director of GST Factoring, Inc.

(“GST”), a company formerly engaged in electronic payment

processing services to law firms that represented student loan debtors.

Greg earned a Bachelor of Arts in Political Science and Economics

from the University of Kansas and a Juris Doctor from University of Kansas School of Law.

Relationships

in Certain Legal Proceedings

of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item

401(f) of Regulation S-K in the past 10 years except as follows:

August 2020, in connection with an action by the Bureau of Consumer Financial Protection (the “Bureau”) against GST, Mr.

Trimarche and others, Mr.

Trimarche consented to a permanent restraining order and ban on his participation in the debt-relief business,

a ban on telemarketing consumer financial products or services, collecting payments from and providing assistance for consumers, use

of consumer information, pay a $25,000 fine and cooperate with the Bureau in connection with its investigation and litigation related

to this matter (the “Final Judgment”).

Trimarche denied any wrong doing in this lawsuit and consented to the Financial

Judgment to avoid the substantial costs involved in protracted litigation.

and Board Qualifications

officers and board of directors are well qualified as leaders.

In their prior positions they have gained experience in core management

skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development.

Our officers and directors also have experience serving on boards of directors and board committees of other public companies and private

companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business

processes, challenges, and strategies.

and Terms of Office of Officers and Directors

board of directors is comprised of three directors.

Each director is elected at our annual meeting of stockholders and holds office for

one year, or until his successor is elected and qualified.

Our officers are elected by the board of directors and serve at the discretion

of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices

set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a President, Vice Presidents, Secretary,

Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.

of our Board of Directors

securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently

otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent”

directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

board does not have standing audit, compensation or nominating committees.

The board does not believe these committees are necessary

based on the size of our company, the current levels of compensation to our corporate officers and the ownership by our executive officers

and directors which gives them control over all matters submitted to a vote of our stockholders.

The board will consider establishing

audit, compensation and nominating committees and the appointment of independent directors at the appropriate time.

entire board of directors participates in the consideration of compensation issues and of director nominees.

Candidates for director

nominees are reviewed in the context of the current composition of the board and our operating requirements and the long-term interests

of its stockholders.

In conducting this assessment, the board of directors considers skills, diversity, age, and such other factors as

it deems appropriate given the current needs of the board and our company, to maintain a balance of knowledge, experience and capability.

board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve

compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate

and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with

regard to particular recommended candidates.

Qualifications

believe that each of the members of our board of directors has the experience, qualifications, attributes and skills that make him suitable

to serve as our director, in light of the nature of our operations.

See above under the heading “Management” for a description

of the education and experience of each director.

Tran’s specific qualifications, experience, skills and expertise include:

Core business skills, including

financial and strategic planning;

Finance expertise;

Operating and management

Trimarche specific qualifications, experience, skills and expertise include:

Core business skills, including

financial and strategic planning;

Legal and business acquisition

Brilon’s specific qualifications, experience, skills and expertise include:

Core business skills, including

financial and strategic planning;

Finance and financial reporting

Operating and management

believe these qualifications bring a broad set of complementary experience to our board of directors’ discharge of its responsibilities.

Leadership Structure and Board’s Role in Risk Oversight

board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal

source of risk falls into two categories, financial and product commercialization.

The board oversees management of financial risks;

and regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each.

board regularly reviews plans, results and potential risks related to our business.

The board is also expected to oversee risk management

as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether

our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material

adverse effect on the Company.

Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than

ten percent of our common stock, to file reports of ownership and changes of ownership with the SEC.

Based solely upon a review of Forms

3, 4 and 5 and amendments thereto filed electronically with the SEC during the fiscal year ended December 31, 2022, we believe that the

directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during

the fiscal year ended December 31, 2022 except as follows:

Benjamin Tran filed a late Form 3 and one Form 4, Gregory Trimarche filed a late Form 3, Calvin

Cao file a late Form 3 and one Form 4, Michael Cao filed a late Form 3 and one Form 4 and Robert Brilon filed a late Form 3 and one late

have adopted a code of ethics that applies to our directors, principal executive officers, principal financial officers, principal

accounting officer or controller, and persons performing similar functions.

The Code of Ethics for Directors and Executive Officers

can be found on our website at https://bitech.tech/investors-relations.

undertake to provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request in

writing by mail to:

Bitech Technologies Corporation, 895 Dove Street, Suite 300, Newport Beach, CA 92660.

maintain a separately-designated standing audit committee.

The Audit Committee currently consists of Robert Brilon and Greg

Although the Charter of the Audit Committee provides for a majority of the Audit

Committee to be independent, presently only Mr.

Trimarche is independent.

Brilon is the Chairman of the Audit Committee, and the board of directors has determined that he is an audit committee financial expert

as defined in Item 5(d)(5) of Regulation S-K.

The primary purpose of the Audit Committee is to oversee our accounting and financial reporting

processes and audits of our financial statements on behalf of the board of directors.

The Audit Committee meets privately with our management

and with our independent registered public accounting firm and evaluates the responses by our management both to the facts presented

and to the judgments made by our outside independent registered public accounting firm.

EXECUTIVE COMPENSATION

The following table provides summary information for the fiscal years ending December 31, 2021 and 2020 concerning cash and non-cash compensation paid or accrued to or on behalf of certain executive officers (“named executive officers”).

following table summarizes all compensation recorded by us in the past two fiscal years for:

our principal

executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2022,

our two most highly compensated

executive officers, other than our principal executive officers, who were serving as executive officers at December 31, 2021, and

up to two additional individuals

for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at December

definitional purposes, these individuals are sometimes referred to as the “named executive officers.”

Summary Executive Compensation Table

Name and Principal Position

Option Awards

William Donovan, M.D.

CEO and President

John Bergeron

Employment Agreements

We do not have any employment agreements with any of our executive officers as of December 31, 2021.

Outstanding Equity Awards at Fiscal Year End

There are no equity awards outstanding at December 31, 2021.

Compensation of Directors

Currently, board members are not compensated for attending meetings nor do they receive any other form of compensation in their capacity as members of the board.

We anticipate the board may revisit the issue of board member compensation at a later date.

Compensation Policies and Practices as they Relate to Risk Management

We attempt to make our compensation programs discretionary, balanced and focused on the long term.

We believe goals and objectives of our compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure.

Our approach to compensation practices and policies applicable to employees and consultants is consistent with that followed for its executives.

Based on these factors, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

and Principal Position

Other Compensation ($)

President and Director

CFO and Director

fiscal 2023, Mr.

Tran will be paid a salary by the Company in the amount of $11,000 per month and Mr.

Brilon will be paid a consulting

fee at the approximate rate of $4,500 per quarter depending on the amount of time he devotes to providing services on behalf of the Company.

There is no written agreement to pay Mr.

Tran this compensation.

April 19, 2022, the Company and Mr.

Brilon entered into an Independent Contractor Agreement whereby Mr.

Brilon (the “Independent

Contractor Agreement”) agreed to serve as the Chief Financial Officer of the Company and shall have such duties and authorities

consistent with such position as are customary for the position of chief financial officer of a company of the size and nature of the

Company, and such other duties and authorities as shall be reasonably determined from time to time by the Board of Directors of the Company

consistent with such position and to serve as an officer of any subsidiary of the Company as may be reasonably requested from time to

time by the Board of Directors.

In addition, Mr.

Brilon agreed to serve as a member of the Company’s Board of Directors.

The Independent

Contractor Agreement may be terminated by either party on 15 days prior written notice without cause or five days after written notice

in the event of a breach of the agreement by either party.

Brilon also signed a Proprietary Information and Inventions Agreement whereby he agreed that any proprietary information developed during

the term of his service will be owned by the Company and that such information will be held in strict confidence and not disclosed to

anyone outside the Company.

In addition, Mr.

Brilon agreed to, during the term of his service to the Company, refrain from engaging in

or assisting anyone from engaging in any activity that is competitive with or similar to the business or proposed business of the Company

and from soliciting any employees or consultants to the Company during the term of his engagement and thereafter for a period of one

year from leaving or terminating their engagement with the Company.

Compensation for Mr.

Brilon’s service to the Company, the Company awarded him 4,635,720 shares of Common Stock which vest 25%

on each April 18 commencing on April 18, 2023 so long as Mr.

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

The value of these awards will be recorded in the year vested.

Equity Awards at Fiscal Year End

of December 31, 2022, Robert J.

Brilon has 4,635,720 shares of restricted common stock awards which vest 25% on April 13, 2023, 25% on

April 13, 2024, 25% on April 13, 2025 and 25% on April 13, 2026 only if Mr.

Brilon is still providing services to the Company at the

time of vesting.

following table sets forth all compensation paid to or earned by each of our directors during fiscal year 2022, except for compensation

with respect to Messrs.

Tran and Brilon.

Information with respect to the compensation of these directors is included above in the “Summary

Compensation Table.” As our executive officers, none of these directors (other than as described above) received any compensation

for service as a director during fiscal year 2022.

Non-qualified

Greg Trimarche

Director cash

compensation during the fiscal year ended December 31, 2022.

The amounts reported in

the Stock Awards and the Option Awards columns reflect aggregate grant date fair value computed in accordance with ASC Topic 718,

Compensation—Stock Compensation.

These amounts reflect our calculation of the value of these awards at the grant date and do

not necessarily correspond to the actual value that may ultimately be realized by the named executive officer.

Assumptions used in

the calculation of these amounts are included in Note [__] to our audited consolidated financial statements for the fiscal

year ended December 31, 2022, which are included elsewhere in this Annual Report.

On December 21, 2022, the Company and Mr.

Trimarche entered into an Independent Contractor Agreement (the “Independent

Contractor Agreement”) whereby Mr.

Trimarche agreed to serve as a member of the Company’s board of directors.

The Independent

Contractor Agreement may be terminated by either party on 15 days prior written notice without cause or five days after written notice

in the event of a breach of the agreement by either party.

Compensation for Mr.

Trimarche’s service to the Company as a director, the Company awarded him an option to purchase 5,000,000

shares of the Company’s Common Stock (the “Option Shares”) at an exercise price of $0.07 per share (the

“Stock Option”).

The Stock Option vests as to 25% of the Option Shares on each December 21, beginning December 21, 2023,

so long as Mr.

Trimarche is providing services to the Company or one of its subsidiaries;

provided, however, the vesting is subject

to acceleration such that if Mr.

Trimarche is terminated from his role without cause (as defined in the Stock Option) the number of

shares subject to the Stock Option in the year of termination shall vest plus the number of shares that would have vested in the

following year.

In the event Mr.

Trimarche’s service as a member of the Board is terminated with cause, the number of shares

subject to the Stock Option in the year of termination shall vest.

The value of the option awards will be recorded in the year that they vest.

as a director on December 15, 2022.

Policies and Practices as they Relate to Risk Management

attempt to make our compensation programs discretionary, balanced and focused on the long term.

We believe goals and objectives of our

compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single

performance measure.

Our approach to compensation practices and policies applicable to employees and consultants is consistent with that

followed for its executives.

Based on these factors, we believe that our compensation policies and practices do not create risks that

are reasonably likely to have a material adverse effect on us.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information, as of March 16, 2022, concerning, except as indicated by the footnotes below, (i) each person whom we know beneficially owns more than 5% of our common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group.

The following table sets forth information, as of

December 31, 2022, concerning, except as indicated by the footnotes below, (i) each person whom we know beneficially owns more than 5%

of our common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive

officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 20,240,882 shares of common stock outstanding at March 16, 2022.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 16, 2022.

We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as indicated by the footnotes

below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and

investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 515,505,770 shares of common stock outstanding at December 31, 2022.

In computing the number

of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of

common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of

December 31, 2022.

We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other

Unless otherwise noted, stock options and warrants referenced in the footnotes below are currently fully vested and exercisable.

Name and Address of Beneficial Owner

Common Shares

Beneficially Owned

Percent of Class

Donovan, M.D.

John Bergeron (1)

Jerry Bratton (1)

Dalrymple (1)

All directors and named executive officers as a group (4 persons)

The named individual is one of our executive officers or directors.

His address is c/o Spine Injury Solutions, Inc., 5151 Mitchelldale, Suite A2, Houston, Texas 77092

Includes 557,486 shares of common stock held indirectly through NorthShore Orthopedics, Assoc.

(of which Dr.

Donovan is the sole shareholder and has voting and investment authority) and 3,314,941 shares held directly by Dr.

Includes 160,000 shares of common stock.

Includes 1,556,100 shares of common stock held by Mr.

Bratton, of which Mr.

Bratton has sole voting and investment authority of 320,000 shares and shared voting and investment authority with his spouse of 1,236,100 shares.

Includes (a) securities held individually by Peter L.

Dalrymple, including (i) 1,000,000 shares of common stock;

and (b) 1,987,276 shares of common stock held by LPD Investments Ltd.

Dalrymple is General Partner of LPD and has voting and investment authority over shares held by it.

He is also a Limited Partner of LPD with the other Limited Partners being his wife and three trusts, of which he is trustee and his children are beneficiaries.

Securities Authorized for Issuance under Equity Compensation Plans

148,435,031 (2)

5,923,414 (3)

Trimarche (1)

All directors and named executive officers as a group

5% Shareholders

180,277,121 (5)

SuperGreen Energy Corporation (7)

Total 5% Shareholders

named individual is one of our executive officers or directors.

His address is c/o Bitech Technologies Corporation, 895 Dove Street,

Suite 300, Newport Beach, California 92660.

the following:

(i) 51,507,749 shares of common stock held directly, (ii) 51,507,749 shares

Tran’s spouse and (iii) 45,419,533 shares owned by United System Capital

LLC (“USC”), over which Mr.

Tran has voting control and therefore may be deemed

to have indirect beneficial ownership of all or a portion of the securities owned directly

Tran disclaims beneficial ownership of the reported securities except to the

extent of his pecuniary interest therein.

the following:

(i) 1,287,694 shares of common stock and (ii) 4,635,720 shares of restricted common stock which vest 25% on April

13, 2023, 25% on April 13, 2024, 25% on April 13, 2025 and 25% on April 13, 2026 only if Mr.

Brilon is still providing services to

the Company at the time of vesting.

On December 21, 2022 we granted a nonstatustory stock option to Mr.

as a newly appointed Director to purchase restricted common stock at exercise price of 0.07 per share to vest 20% on December 21, 2023,

20% on December 21, 2024, 20% on December 21, 2025, 20% on December 21, 2026 and 20% on December 21, 2027 only if Mr.

Trimarche is still

providing services to the Company at the time of vesting.

the following:

(i) 51,507,749 shares of common stock held by Michael Cao’s spouse and

(ii) 128,769,372 shares owned by B&B Investment Holding LLC (“B&B”),

over which Michael Cao has voting control and therefore may be deemed to have indirect beneficial

ownership of all or a portion of the securities owned directly by B&B.

Cao disclaims

beneficial ownership of the reported securities except to the extent of his pecuniary interest

December 15, 2022 resigned as a member of the Board of Directors.

Effective February 20, 2023 SuperGreen Energy

Corporation agreed to cancel the 51,507,749 shares of our common stock it owns pursuant to the C.

Cao Settlement Agreement entered

into in connection with the settlement of the Cao Lawsuit as to SuperGreen and Calvin Cao.

Authorized for Issuance under Equity Compensation Plans

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS;

AND DIRECTOR INDEPENDENCE

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 entire $610,000 remaining principal balance.

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.

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

We transferred to SPIN Collections LLC (an entity owned and controlled by Mr.

Dalrymple) certain accounts receivable the Company owns, which accounts receivable have a gross balance of $84,865 and a carrying value of $0 in consideration of Mr.

Dalrymple agreeing to reduce the balance of his promissory note by $33,946.

The company recognized $33,946 as other income.

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

During the year ended December 31, 2021, the Company recorded $27,357 in interest expense on the Dalrymple note, representing all interest due through that date.

Director Independence

We currently have one independent director on our board, Jerry Bratton.

The definition of “independent” used herein is arbitrarily based on the independence standards of The NASDAQ Stock Market LLC.

The board performed a review to determine the independence of Jerry Bratton and made a subjective determination as to each of these directors that no transactions, relationships or arrangements exist that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Spine Injury Solutions, Inc.

In making these determinations, the board reviewed information provided by these directors with regard to each individual’s business and personal activities as they may relate to us and our management.

Party Transactions

related party transaction includes any transaction or proposed transaction in which:

we are or will be a participant;

the aggregate amount involved exceeds $120,000 in any

any related party has or will have a direct or indirect

material interest.

parties include any person who is or was (since the beginning of the last fiscal year, even if such person does not presently serve in

that role) our executive officer or director, any shareholder owning more than 5% of any class of our voting securities or an immediate

family member of any such person.

potential related party transaction that requires approval will be reviewed and overseen by our board of directors, and the board of

directors will consider such factors as it deems appropriate to determine whether to approve, ratify or disapprove the related party

The board of directors may approve the related party transaction only if it determines in good faith that, under all of

the circumstances, the transaction is in the best interests of us and our shareholders.

The following agreements were entered into in connection

with the acquisition of Bitech Mining:

Agreements involving Peter L.

March 31, 2022, the Company, Quad and Peter L.

Dalrymple (“Dalrymple”), a former director of the Company, entered into the

MSA, Note Amendment and Security Agreement Amendment.

See “Item 1 - Business – Acquisition of Bitech Mining Corporation.”

Disposition of Quad Video Assets.

On June 30, 2022, we completed the sale

of the Quad Video Assets pursuant to the terms of the Quad Video APA and the sale of certain accounts receivables related to our former

spine pain management business pursuant to the terms of the SPIN Accounts Receivable APA.

See “Item 1 - Business – Disposition

of Quad Video Assets.”

currently have one independent director on our board, Gregory D.

The definition of “independent” used herein is

arbitrarily based on the independence standards of The NASDAQ Stock Market LLC.

The board performed a review to determine the independence

of Gregory D.

Trimarche and made a subjective determination as to each of these directors that no transactions, relationships or arrangements

exist that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director of the Company.

In making these determinations, the board reviewed information provided by these directors

with regard to each individual’s business and personal activities as they may relate to us and our management.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees paid or accrued by us for the audit and other services provided or to be provided by our principal independent accountants during the years ended December 31, 2021 and 2020.

following table sets forth the fees paid or accrued by us for the audit and other services provided or to be provided by our principal

independent accountants during the years ended December 31, 2022 and 2021.

Audit Fees (1)

Audit Related Fees (2)

This category represents the aggregate fees billed for professional services rendered by the principal independent accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years.

Audit Related Fees:

This category consists of the aggregate fees billed for assurance and related services by the principal independent accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

This category consists of the aggregate fees billed for professional services rendered by the principal independent accountant for tax compliance, tax advice, and tax planning.

Pre-Approval of Audit and Non-Audit Services

All above audit services, audit-related services and tax services, for the fiscal years ended December 31, 2021 and 2020, were pre-approved by our Audit Committee, which concluded that the provision of such services was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors.

Articles of Incorporation dated March 4, 1998.

This category represents the aggregate fees billed for professional services rendered by the principal independent accountant

for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and services that are

normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years.

Related Fees:

This category consists of the aggregate fees billed for assurance and related services by the principal independent

accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported

under “Audit Fees.”

This category consists of the aggregate fees billed for professional services rendered by the principal independent accountant

for tax compliance, tax advice, and tax planning.

of Audit and Non-Audit Services

above audit services, audit-related services and tax services, for the fiscal years ended December 31, 2022 and 2021, were pre-approved

by our Audit Committee, which concluded that the provision of such services was compatible with the maintenance of that firm’s

independence in the conduct of its auditing functions.

The Audit Committee’s outside auditor independence policy provides for pre-approval

of all services performed by the outside auditors.

of Incorporation dated March 4, 1998.

(Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.)

Amended Articles of Incorporation dated April 23, 1998.

Articles of Incorporation dated April 23, 1998.

(Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.)

Amended Articles of Incorporation dated January 4, 2002.

Articles of Incorporation dated January 4, 2002.

(Incorporated by reference from Form 10KSB filed with the SEC on May 21, 2003.)

Amended Articles of Incorporation dated December 19, 2003.

Articles of Incorporation dated December 19, 2003.

(Incorporated by reference from Form 10-KSB filed with the SEC on May 20, 2004.)

Amended Articles of Incorporation dated November 4, 2004.

Articles of Incorporation dated November 4, 2004.

(Incorporated by reference from Form 10-KSB filed with the SEC on April 15, 2005)

Amended Articles of Incorporation dated September 7, 2005.

Articles of Incorporation dated September 7, 2005.

(Incorporated by reference from Form 10-QSB filed with the SEC on November 16,

Certificate of Amendment to Certificate of Incorporation (Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.) *

of Amendment to Certificate of Incorporation dated September 30, 2015.

(Incorporated by reference from Form 8-K filed with the SEC

on October 7, 2015.)

Certificate of Amendment to Certificate of Incorporation dated January 20, 2021 (Incorporated by reference to Exhibit 3.8 to the Company’s Form 10-K filed with the SEC on March 26, 2021.)

Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock dated March 31, 2022 (Incorporated by reference to Exhibit 3.9 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).

Certificate of Amendment to Certificate of Incorporation, as amended, dated April 28, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022).

By-Laws dated April 23, 1998.

(Incorporated by reference from Form 10-SB filed with the SEC on January 5, 2000.)

Secured Promissory Note with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2, 2020) *

Security Agreement with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2, 2020) *

Letter agreement with Peter Dalrymple, dated October 28, 2021 (Incorporated by reference from Form 8-K filed with the SEC on November 2, 2021) *

Promissory Note with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September

Agreement with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2,

agreement with Peter Dalrymple, dated October 28, 2021 (Incorporated by reference from Form 8-K filed with the SEC on November 2,

Amendment to Secured Promissory Note with Peter Dalrymple, dated October 29, 2021 (Incorporated by reference from Form 8-K filed with the SEC on November 2, 2021)

Share Exchange Agreement among Spine Injury Solutions, Inc., Bitech Mining Corporation, its shareholders and Benjamin Tran as Stockholders’ Representative dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).

Management Services Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc.

Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).

Amendment to Secured Promissory Note Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc.

Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).

Amendment to Security Agreement between Spine Injury Solutions, Inc., Quad Video Halo, Inc.

Dalrymple dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).

Form of Independent Contractor Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022).

Form of Proprietary Information and Inventions Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022).

Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022).

Asset Purchase Agreement entered into among Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Asset Purchase Agreement entered into among Bitech Technologies Corporation, SPIN Collections LLC and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Secured Promissory Note and Security Agreement Cancellation Agreement entered into among Bitech Technologies Corporation, Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Patent & Technology Exclusive and Non Exclusive License Agreement entered into between SuperGreen Energy Corp.

and Bitech Mining Corporation dated January 15, 2021 (incorporated by reference to Exhibit 10.15 of the Company’s Form S-1 filed on August 15, 2022).

Amendment of Patent & Technology Exclusive License Agreement entered into between SuperGreen Energy Corp.

and Bitech Mining Corporation dated October 25, 2021 (incorporated by reference to Exhibit 10.16 of the Company’s Form S-1 filed on August 15, 2022).

Consent to Sublicense Agreement and Amendment to Patent & Technology Exclusive and Non Exclusive License Agreement entered into between SuperGreen Energy Corp., Bitech Mining Corporation and Calvin Cao dated as of March 27, 2022 (incorporated by reference to Exhibit 10.17 of the Company’s Form S-1 filed on August 15, 2022).

Confidential Settlement, Mutual Release, and Share Transfer Agreement between the Company, Bitech Mining Corporation, Calvin Cao and SuperGreen Energy Corporation dated as of February 20, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 24, 2023).

Subsidiaries.

Certification of principal executive officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference from our previous filings with the SEC

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Filed or furnished herewith.

Certain confidential information

has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

management contracts and compensation plans and arrangements.

FORM 10-K SUMMARY

In accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 16, 2022.

Spine Injury Solutions, Inc.

/s/ William F.

Donovan, M.D.

Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates indicated:

/s/ William F.

Donovan, M.D.

March 16, 2022

Donovan, M.D.

Chief Executive Officer (Principal Executive Officer), President and Director

/s/ John Bergeron

March 16, 2022

John Bergeron

Chief Financial Officer (Principal Financial and Accounting Officer) and Director

/s/ Jerry Bratton

March 16, 2022

Jerry Bratton

/s/ Peter Dalrymple

Peter Dalrymple

accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized, on March 31, 2023.

Technologies Corporation

Executive Officer

to the requirements of the Exchange Act, this report has been signed below by the following persons in the capacities and on the dates

March 31, 2023

Executive Officer (Principal Executive Officer), President and Director

Financial Officer (Principal Financial and Accounting Officer) and Director

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 9A. Controls and Procedures