What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-01 compared with 2023-03-31 · 350 added, 125 removed, 33 unchanged (94% of the section changed)

Technologies Corporation (formerly, Spine Injury Solutions Inc.) (the “Company”, “we” or “us”) was

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

In connection with the Company’s planned expansion of its business following

the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate

of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State

of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation.

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

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

infrastructure, and other renewable energy initiatives.

We plan to pursue these innovative energy technologies through research and

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

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

energy sector.

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

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

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

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

To accelerate growth of a planned intellectual property

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

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

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

To achieve our development plans, we plan to incubate

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

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

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

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

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

We plan to execute a “Dual Growth Business Model”

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

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

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

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

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

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

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

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

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

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

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

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

In addition, the Company

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

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

unfavorable market conditions within the cryptocurrency market.

Technologies Corporation (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.

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

a suite of green energy solutions with plans to develop Battery Energy Storage System (BESS) projects, commercial and residential renewable

energy solutions, enterprise utility services, public service engagements, and other renewable energy initiatives.

We plan to pursue

these innovative energy technologies through research and development, technology integration, planned acquisitions of other early stage

green energy development projects and plans to become a grid-balancing operator using BESS solutions and applying new green

technologies as a technology enabler in the green energy sector.

Our team has identified two highly competitive battery energy storage

suppliers who have expressed interest in establishing partnerships with us, as we seek to integrate their products into projects that

we identify, including grid-balancing BESS projects we plan to pursue following the Business Combination with Bridgelink discussed below.

In addition, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate

investments, provide new market entries toward emerging-growth regions and implement innovative, scalable energy system solutions with

technological focuses on smart grid, Home Energy Management System (HEMS), Building Energy Management System (BEMS ), City

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

December 2023, we received an initial purchase order from a strategic customer to implement a BEMS Virtual Power Plant (VPP) Program

designed to save electricity for approximately 4,000 multi-dwelling units (MDUs).

Our customer is working with PJM, a Regional Transmission

Organization (RTO) that coordinates the movement of wholesale electricity in the District of Columbia in the U.S.

and all or parts of

13 states including Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee,

Virginia, West Virginia.

We believe that our BEMS solutions can benefit building owners who get

paid by RTOs for energy saving bonuses, which is in alignment with federal reward programs initiated by the U.S.

Department of Energy

Our real time BEMS solutions are being designed to reduce energy consumption and enhance personalized temperature control options

and comfort levels for tenants living in these MDUs.

are also developing a suite of services and bundled products we call the Bitech Smart Energy Technology Solutions.

Our planned solutions

are expected to integrate a variety of Energy Management Systems (X-EMS) that allow for efficient management of energy usage, Energy

Storage Systems (ESS) for storing excess energy and Smart Power Systems (SPS) that regulate the flow of energy in homes and commercial

We also offer Power Control Conversion solutions that are designed to optimize the utilization of renewable energy sources.

With our planned portfolio of integrated solutions, we believe that individuals and businesses will be capable of reducing their carbon

footprint while also enjoying significant cost savings on their energy bills.

table below represents our planned portfolio of smart energy solutions:

combined experience in the power industry ranging from EMS, energy storage, Industrial IoT and system integration, we plan to leverage

this expertise to develop a three-pronged Green Energy Technology Enabler Business model to effectively cater to the rapidly growing

demand for sustainable energy solutions.

As depicted in the diagram below, our model encompasses key stages of the energy production

process - from generation to distribution and consumption.

We offer comprehensive technology solutions such as advanced energy management

systems, efficient energy storage options, IoT applications for smart grid monitoring, and system integration services.

By integrating

these elements, we strive to empower individuals, businesses, and communities to embrace cleaner and more sustainable approaches towards

energy usage.

Our technology solutions model includes:

renewable energy options for households, apartment complexes, architectural structures, and

educational institutions, as well as various implementations suited for urban areas and local

range of utility services, including Virtual Power Plants (VPP) and intelligent Electric

Vehicle (EV) system solutions.

public service engagements for Independent Service Organizations (ISOs), Investor-Owned Utilities

(IOUs), and other government entities at the municipal, county, and state level.

plan to execute a “Dual Growth Business Model” as depicted in the diagram below encompassing (1) revenue growth in Technology

Enabler Solutions which include in-house technology innovation implementing system integration approach enhanced with our plans to carry

out technology merger and acquisitions for specific green energy applications, and (2) revenue growth by executing planned BESS operations

following our planned Business Combination with Bridgelink discussed below, additional potential joint ventures and/or partnerships with

operating partners to collect operating and joint venture revenues from BESS operations.

Growth Business Model

We use cutting-edge BESS solutions that allow us to store excess energy

in batteries during off-peak hours when it is inexpensive and dispatch it during peak hours when prices are highest.

This not only benefits

the power generation companies by boosting their bottom line but also has a significant impact on reducing carbon emissions.

Market Overview

Energy Storage System (“BESS”) is a cost-effective system of battery storage using one or more batteries to store energy

generated by wind or solar farms.

to the 2022 Inflation Reduction Act (“IRA”), BESS was required to be co-located to be eligible for Investment Tax Credits

post-IRA, stand-alone BESS projects are also eligible for ITC of up to 50%.

cycling capacity enables enhanced capture of ancillary services revenues without warranty cycle life degradation.

capacities simplify the interconnection process with several ISOs, especially ERCOT (Texas)

Battery Storage Systems market is projected to grow at a 24% CAGR from 2022 to 2032P.

offer 1.965 GW (gigawatts) pipeline of 23 Battery Energy Storage System (BESS) projects in several U.S.

geographical locations as summarized

described in our Dual Growth Business Model, we aim to grow by strategically acquiring intellectual property (IP) assets.

Through a planned

portfolio of acquisitions and targeted acquisition strategies, we plan to execute our “Smart Acquisition Model” as illustrated

in the diagram below.

The key element of this model is identifying and acquiring defensible technologies accompanied by visionary management

teams who share a common goal with us.

We believe this approach will enable us to unlock the potential within these companies through

capital infusion and accelerate their growth.

Our ultimate goal is to incubate these acquired companies and eventually spinning them

off, merging them with larger companies or forming global joint ventures, while also facilitating market entry into one of today’s

fastest growing region, that being Southeast Asia.

With this acquisition model, we anticipate building a technology portfolio consisting

of various green energy technologies.

To achieve this goal, we will leverage our network of capital partners, tap into lower-cost manufacturing

capabilities, and seek out technical talents from specialized sources abroad.

light of these practical initiatives and other reasons noted below, we have, however, elected to discontinue our efforts to commercialize

the electric power generation and charging system (the “Tesdison Technology”) we formerly licensed from SuperGreen Energy

Corporation (“SuperGreen”) pursuant to the Patent & Technology Exclusive and Non-Exclusive

License Agreement dated January 15, 2021, as amended, entered into between SuperGreen and the Company’s wholly owned subsidiary

Bitech Mining Corporation (“Bitech Mining”) (the “SuperGreen License”) .

We have determined that the Tesdison

Technology was not functional nor was it capable of being developed into a commercially viable product as had been represented to the

Company by SuperGreen, its founder Calvin Cao, and his brother Michael Cao, leading up to Bitech Mining entering into the SuperGreen

In addition, we paused the further development of Intellisys-8, our planned chipset and related software due to the unfavorable

market conditions within the cryptocurrency market in 2023.

addition, our business expansion plans will require a significant amount of additional capital.

See “Management’s Discussion

and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and involve a significant

number of future business, financial, operational and regulatory risks.

See “Note About Forward-Looking Statements.”

previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2024, on January 8, 2024, the

Company, Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”), a solar and energy storage development

company based in Fort Worth, Texas and C & C Johnson Holdings LLC, the sole member of Bridgelink (the “Member”) entered

into a Letter Agreement (the “Letter Agreement”) for a business combination (the “Business Combination”).

to the Letter Agreement, the Company plans to acquire from the Member all of the issued and outstanding membership interests of an entity

to be formed by Bridgelink (the “Target”) in exchange for 222,222,000 restricted shares of the Company’s Common Stock

(the “Exchange Shares”).

Prior to closing of the transaction (the “Closing” or “Closing Date”), Bridgelink

will transfer to Target Bridgelink’s assets and development service agreements (collectively, “Development Projects”)

consisting of:

(1) certain rights to fully develop a portfolio of renewable energy development assets, which includes certain battery

energy storage system (“BESS”) projects with a cumulative storage capacity of at least 1.965 gigawatts (GW) located in the

United States and along with certain term sheets and agreements with capital providers, whether or not finalized (collectively, the “BESS

Development Projects”) and (2) certain rights to fully develop a portfolio of renewable energy development assets, which includes

certain solar development projects with a cumulative output of at least 3.840 gigawatts (GW) located in the United States, along with

certain term sheets and agreements with capital providers that Bridgelink has negotiated, whether or not finalized (collectively, the

“Solar Development Projects”).

In addition, on the Closing Date, Bridgelink will enter into an agreement with BTTC whereby

Bridgelink will agree to refer to the Company any future projects involving BESS that Bridgelink is presented with an opportunity to

Investment into the Company.

No later than the Closing Date, the Company shall have received a commitment for a capital investment

or other financing transaction of not less than $50,000,000 (the “Capital Infusion”).

The transaction to obtain the Capital

Infusion may involve the Company’s sale and issuance of its equity, debt, lease or combination thereof on terms and conditions

mutually agreeable by the Parties.

The Capital Infusion shall be used for the business operations of the Company, including, but not

limited to, the pursuit, execution, and/or implementation of the Development Projects, as well as the ongoing technology innovations,

identification, pursuit, and/or acquisition of emerging technologies and/or companies owning or operating such technologies involving

BESS, Solar, EMS, EV charging storage, micro grids, and/or other such “clean technologies”.

Management Services.

At or prior to the Closing, the Company agreed to enter into a Project Management Services Agreement (the “ PMSA ”)

with a Special Purpose Vehicle (“SPV”) established by Cole W.

Pursuant to the terms of the PMSA, the SPV will be

obligated to oversee all aspects of the development and operation of the BESS Development Projects on such terms and conditions as the

Parties mutually agree to.

The PMSA will provide that the Company shall pay the SPV the following:

BESS Development Projects .

An aggregate amount equal to $0.035 per Watt (“W”) for each BESS Development Project payable

(i) $0.005 per W will be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and

the closing of a financing transaction of a BESS Development Project (“Project Financing”);

and (ii) $0.03 per W will be

paid in cash upon attainment of Ready to Build (“RTB”) status per each BESS Development Project with the closing of Project

Financing related to such project to enable the Company to commence construction of said BESS Development Project (collectively (i) and

(ii), the (“BESS Development Fees”).

Unique Solar Development Projects .

$0.01 per W in cash upon attainment of RTB status per each development project, paid within

ten (10) days of Company being paid, to enable the Company to commence construction of said Development Project;

Other Development Projects .

Within ten (10) days of Company being paid, the higher of either (a) 50% of the gross margin or (b)

$0.02 per W in cash upon attainment of RTB status or project acceptance per each development project (“ Other Development Fees ”);

Solar Development Projects .

If the Solar Development Projects are developed by the Company, an aggregate amount equal to $0.035

per Watt (W) for each Solar Development Project payable as follows:

(i) $0.005 per W will be paid in cash upon the Company’s listing

of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project

and (ii) $0.03 per W will be paid in cash upon attainment of Ready to Build (“RTB”) status per each Solar

Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said

Solar Development Project (collectively (i) and (ii), the (“Solar Development Fees”).

Fee Payments.

Payment of the BESS Development Fees, Development Fees, Other Development Fees, Unique Solar Development Fees, and

Solar Development Fees (collectively, “Project Development Fees”) will further be contingent upon:

(i) The successful achievement

of RTB status, as such term will be defined in the PMSA, and will be made in accordance with the terms specified in the PMSA.

fees due under these agreements will be payable within 10 days of achieving the milestones set forth above;

and (ii) Cole W.

remains (i) an employee or consultant to the SPV;

and/or (ii) head of the BESS and Solar Division (as defined below) during the period

of time in which the Project Development Fees are payable.

Business Combination Structure.

Upon consummation of the Business Combination, the Company shall consist of two (2) divisions or

operational units:

(1) a division that will pursue, execute, and/or implement the Development Projects (the “BESS and Solar Division”);

and (2) a division that will pursue the technology solutions and acquisition business (the “Technology Solutions and Acquisition

The BESS and Solar Division generally will be managed and operated by the current Bridgelink management team, but with

meaningful participation by at least one member of the current the Company management team.

The Technology Solutions and Acquisition

Division generally will be managed and operated by the current the Company management team, but with meaningful participation by at least

one member of the current Bridgelink management team.

The “C- level” officer positions in the combined company resulting

from the Business Combination generally will be shared by members of the current respective the Company and Bridgelink management teams.

of Members of the Board of Directors and Officers

At the time of Closing, Bridgelink will have the right to designate two out of the five members of the Company’s

board of directors (the “Board”) (the “Bridgelink Nominees”) and the Company will have the right to designate

two out of the five members of the Board (the “Company Nominees”).

The Bridgelink Nominees and the Company Nominees shall

collectively select a fifth designee to the Board who must be “independent” (as defined in federal securities laws and

the Nasdaq Listing Rules) at such time as required either by the OTC Markets or Nasdaq).

the Company shall support the Bridgelink

Nominees in their election to the Board and Bridgelink shall support the Company Nominees in their election to the Board.

The Parties shall cooperate in scheduling regular meetings of the Board meetings and ensuring that Bridgelink’s

Nominees to the Board are actively involved in strategic decisions and corporate governance.

Arrangements :

Bridgelink’s executive management team and key employees shall transition to become employees of the

BESS and Solar Division of the Company upon the Closing.

Cole Johnson as the President of the BESS and Solar Division will have sole

authority to determine which employees shall transition, salaries, and effectuate an incentive plan.

of the Board Role :

Benjamin Tran shall assume the position of Executive Chairman of the Company’s Board and interim

Chief Executive Officer (CEO) and shall take the lead in all technology development as well as merger and acquisition (M&A) activities,

and capital market activities including capital raise, aimed at expanding the company’s market presence and global influence.

Cole Johnson will be appointed as the President of the Company, with responsibilities for the project management and

operations of the BESS and Solar Division.

If necessary, the Board shall appoint a new Chief Executive Officer (CEO) of the Company within twelve (12) months

of the Closing, with responsibilities for the overall management and operations of the Company, and shall replace Benjamin Tran in

his interim CEO role, provided that the Parties acknowledge and agree that it is not required that Benjamin Tran shall resign from

the CEO position.

Stock Option Compensation Package :

Company shall grant Benjamin Tran the option to purchase 20,000,000 shares of stock to

be vested equally over 5 years at an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and $1.5

in year 5, with the option to expire in 10 years.

Company shall grant Cole Johnson the option to purchase 68,000,000 shares of stock

to be vested equally over 5 years at an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and

$1.5 in year 5, with the option to expire in 10 years.

Each of the Parties covenants with the other Parties that during the period commencing on the Effective Date and for a

period of 45 days thereafter (the “Due Diligence Period”), each Party shall use commercially reasonable efforts to promptly

provide the other Party or its respective advisors and counsel with any information in its possession or control relating to it and its

subsidiaries, subject to confidentiality obligations, attorney client privilege and applicable laws, so that the other Party may complete

its due diligence investigations in connection with the Business Combination, including the BESS Development Projects (the “Due

Diligence Materials”).

The Parties shall use commercially reasonable efforts to enter into a definitive agreement pursuant to which the Business

Combination would be consummated (the “Definitive Agreement”) within 30 days after completion of the Due Diligence Period

(the “Exclusivity Period”).

The Parties agree that the Definitive Agreement shall (i) be consistent with the terms and conditions

the Letter Agreement, including the subject matter of the representations and warranties and covenants contained herein.

The Definitive

Agreement will provide for a closing no later 30 days after the execution of the Definitive Agreement, subject to the completion of all

conditions to close as provided for in the Definitive Agreement (the “Closing” with the date of Closing, the “Closing

Representations

and Warranties.

The Definitive Agreement to be executed by the Parties and Member shall contain customary and usual representations

and warranties, certified by the principal executive officer of each of the Parties.

The Company shall cause each of its officers and directors to do all such further acts as will be required to permit the Company

to file any required documents (including 10- Ks, 10-Qs, 8-Ks, federal and state tax returns, or otherwise) to be filed at or following

the Closing which reflect the business and operations of Target prior to the Closing Date and through the year ending December 31, 2023,

and shall execute and deliver all certifications, if any, required to be filed by the Company with respect to financial statements of

Target reflecting in whole or in part the business and operations of Target prior to the Closing Date.

the Closing Date, the Company shall enter into the PMSA which will provide for the other terms stated in the Letter Agreement, among

other things, that Bridgelink’s Chief Executive Officer will (i) agree to operate the Development Projects with a title as President

of the Company and will agree manage a selected number of core employees from Bridgelink to be transferred to the Company and its new

employees, and (ii) indemnify and defend the Company as a result of any liabilities related to the operation of the BESS and Solar Division

or breach of the SPV’s obligations under the PMSA.

In addition to the foregoing terms, the Definitive Agreement will contain the following conditions precedent to Closing:

documents to be entered into in connection with the Business Combination will be mutually acceptable in form and substance to the

Parties, acting reasonably, and will be consistent with the terms in the Letter Agreement;

governmental, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments

and modifications to agreements, indentures and arrangements which the Parties shall consider necessary in order to enter into the

Definitive Agreement and not otherwise specifically described in the Letter Agreement shall have been obtained in form satisfactory

to the Parties, acting reasonably;

of the Closing Date Target shall have no liens of encumbrances on BESS Development Projects;

shall have completed the audit of its financial statements for the periods required pursuant to Items 9.01(a) and (b) of Form 8-K

(the “Target Audit”), which will be performed by an accounting firm that is registered with the Public Company Accounting

Oversight Board (PCAOB) at the election and expense of the Company;

the Closing occurs after April 14, 2024, Target shall have completed and provided to the Company, Target’s unaudited financial

statements for the period ended March 31, 2023 as provided for in Items 9.01(a) and (b) of Form 8-K, which fairly present the financial

condition of Target as of their respective dates and for the periods involved, and such statements will be prepared in accordance

with generally accepted accounting principles consistently applied for the periods provided for in Items 9.01(a) and (b) of Form

Board of Directors of the Company shall have approved the Definitive Agreement in accordance with its obligations under the Delaware

General Corporation Law;

the Closing Date, the Company will be current on all of its filings with the OTC Markets Group, Inc.

OTCQB tier (the “OTC Markets”),

including, but not limited to the filing of an Annual Report for the period ended December 31, 2023 and the annual Attorney Letter

for the period ended December 31, 2023, none of which filings shall contain a material misstatement or omission, and be compliant

in all material respects with the OTC Markets rules and regulations;

the Closing Date, all reports, schedules, forms, statements, and other documents required to be filed by the Company under the Securities

Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the Closing Date

(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred

to herein as the “SEC Reports”) shall have been filed on a timely basis or the Company shall have received a valid extension

of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension;

Parties shall have performed, in all material respects, all of their obligations under the Definitive Agreement.

All of the statements,

representations, and warranties contained in the Definitive Agreement will be complete and true in all material respects;

material adverse changes shall have occurred in the business, properties, and assets of Target including the Development Projects;

and the Company shall have filed all required franchise tax reports and federal income tax returns for the period ended December

Common Stock will be a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program

DTC eligible;

Common Stock will be quoted on the OTCQB tier of the OTC Markets and there shall have been no notice of delisting or threat thereof

with respect to the Company Common Stock.

the Company shall have paid all applicable OTC Market fees;

shall have entered into one or more Supply Agreements that provide for the supply of batteries with a total capacity of at least

250 megawatts (MW) and 1000 megawatt-hours.

Following the Closing, the Company commits to take all commercially reasonable steps necessary to uplist the Company to

the NASDAQ stock exchange to enhance the Company’s visibility and access to a broader investor base (the “Nasdaq Uplisting”).

This effort will be pursued promptly and diligently.

During the Exclusivity Period, unless the Company provides notice of its cancellation of the Letter Agreement as provided for

in Section 12(c), neither Bridgelink, Target, nor Member will, directly or indirectly, through any representative or otherwise (a) engage

in any third-party negotiations for any Extraordinary Transaction (as defined below);

(b) enter into any agreement or understanding with

any person other than each other with respect to any Extraordinary Transaction;

with any person other than each other relating to any of the foregoing (whether or not initiated by Bridgelink, Target, Member or any

representative);

or (d) provide any material non-public information regarding the Company or any of the Company’s securities to

any person other than the Target or the Member in connection with any of the foregoing.

If Bridgelink, Target, or Member receives any

inquiry or proposal regarding the possibility of an Extraordinary Transaction, or regarding any of the matters described in clauses (b)

through (d), immediately above, it shall promptly notify the Company thereof in writing and will provide the Company with such information

regarding such inquiry or proposal and the person(s) or entity(ies) making the same as the Company shall reasonably request.

“Extraordinary

Transaction” means any investment in, acquisition of, business combination with, or other extraordinary transaction regarding the

Member’s ownership interest in the Target or the Target or any direct or indirect parent, subsidiary, or division thereof, including,

without limitation, any merger, purchase, or sale of securities or purchase or sale of assets outside the ordinary course of business

involving the Target or the Member’s ownership interest in the Target.

The Letter Agreement will terminate automatically and be of no further force and effect upon the earliest of (a) execution of the

Definitive Agreement by the Parties, (b) mutual agreement of the Company, Bridgelink and the Member to terminate the Letter Agreement,

(c) at the election of the Company during the Due Diligence Period for a commercially reasonable reason, or (d) 5:00 p.m.

(Pacific time)

on the last day of the Exclusivity Period.

History of the Company

of Bitech Mining Corporation

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

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

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

Representative (“Sellers’ Representative”).

The transaction contemplated by the Share Exchange Agreement is hereinafter

referred to as the “Share Exchange”).

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

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

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

In consideration of the Bitech Mining

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

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

Each Bitech Mining Share shall be entitled

to receive 0.09543 shares of Series A Preferred Stock.

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

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

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

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

A Preferred Stock.

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

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

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

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

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

Company acquired Bitech Mining Corporation (“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”).

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

4 unchanged sentences

financial results.

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

Services Agreement.

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

Dalrymple (“Dalrymple”), a former director

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

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

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

of all operating expenses related to such operations.

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

to occur of the following:

(i) 90 days after the Closing Date;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to the Security Agreement.

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

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

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

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

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

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

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

27, 2022 at 11:59 P.M.

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

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

reflecting the terms set for in such amendment.

of Quad Video Assets

23 unchanged sentences

On June 30, 2022, we sold the assets related to the QVH Business.

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

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

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

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

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

shares of Bitech Mining.

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

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

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

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

with our employees to be good.

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

as of June 27, 2022, we issued an aggregate of 485,781,168 shares (the “Conversion Shares”) of our common stock upon the

conversion of 9,000,000 shares of our Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Preferred”).

The shares of the Series A Preferred were issued to the former shareholders of Bitech Mining on March 31, 2022 in exchange for their

shares in Bitech Mining representing 100% of the issued and outstanding shares of Bitech Mining.

The Series A Preferred automatically

converted into our common stock upon our filing of a Certificate of Amendment to our Certificate of Incorporation, as amended on June

of December 31, 2023, the Company currently employed a total of 8 individuals in executive or managerial positions.

This includes two

full-time employees and six contracted consultants who bring their expertise and experience to our team.

To date, we have not experienced

any work stoppages and we consider our relationship with our employees to be good.

None of our employees are either represented by a

labor union or are subject to a collective bargaining agreement.

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

UNRESOLVED STAFF COMMENTS

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

We occupy this location pursuant to a

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

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

What changed 10-K

Item 1. Business