What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-04-01 compared with 2023-03-31 · 146 added, 126 removed, 57 unchanged (83% of the section changed)

10 unchanged sentences

is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking

statements” and certain “forward-looking information” as defined under applicable United States securities laws.

All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect

or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by,

followed by or that include words such as “may”, “will”, “would”, “could”,

“should”, “believes”, “estimates”, “projects”, “potential”,

“expects”, “plans”, “intends”, “anticipates”, “targeted”,

“continues”, “forecasts”, “designed”, “goal”, or the negative of those words or

other similar or comparable words and includes, among others, information regarding:

our future business activities;

our ability to

generate revenues;

our need for substantial additional financing to operate our current and future business and

difficulties we may face acquiring additional financing on terms acceptable to us or at all;

information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements”

and certain “forward-looking information” as defined under applicable United States securities laws.

All statements, other

than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may

occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include

words such as “may”, “will”, “would”, “could”, “should”, “believes”,

“estimates”, “projects”, “potential”, “expects”, “plans”, “intends”,

“anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”,

or the negative of those words or other similar or comparable words and includes, among others, information regarding:

our future business

our ability to generate revenues;

our need for substantial additional financing to operate our current and future business

and difficulties we may face acquiring additional financing on terms acceptable to us or at all;

risks related to competition;

risks related to our lack of internal controls over financial reporting and their

effectiveness;

increased costs we are subject to as a result of being a public company in the United States;

and other events or

conditions that may occur in the future.

related to our lack of internal controls over financial reporting and their effectiveness;

increased costs we are subject to as a result

of being a public company in the United States;

and other events or conditions that may occur in the future.

Forward-looking

4 unchanged sentences

was expressed or implied by such forward-looking statements.

we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance

should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct.

forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and

uncertainties.

Actual results could differ materially from those currently anticipated due to a number of factors and risks discussed above.

we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should

not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct.

Since forward-looking

statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties.

Actual results

could differ materially from those currently anticipated due to a number of factors and risks discussed above.

Consequently,

7 unchanged sentences

of the Business

Currently, 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 have been developing and evaluating the commercial viability of our Evirontek™ Integrated

Platform to resolve the exorbitantly high cost of electricity in several industries .

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 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.

Further, 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 licensed from SuperGreen pursuant to the

SuperGreen License.

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

Company acquired Bitech Mining on March 31, 2022 pursuant to a Share Exchange

Pursuant to the Share Exchange Agreement we acquired

an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock representing 100% of the issued

and outstanding shares of Bitech Mining in exchange for an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible

Preferred Stock.

Each share of Series A Preferred Stock automatically converted 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 were 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

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.

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 have commenced providing services pursuant to this purchase order and we expect to complete our work during

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.

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.

plan to execute a “Dual Growth Business Model” as discussed in Part I, Item 1.

Business which includes an 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.

As described in our Dual Growth Business Model, we aim to grow by strategically acquiring

intellectual property (IP) assets.

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”) .

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.

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”).

“Part I, Item 1.

Business – Recent Transactions.” Completion of the Business Combination is contingent upon the parties

entering into a definitive agreement which will contain certain conditions to close, including a commitment for a capital investment

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

In addition, the definitive

agreement is expected to include additional covenants, representations and warranties that are customary of business combination agreements

of this type.

of Bitech Mining Corporation

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”).

Pursuant to the Share Exchange Agreement

the Company acquired from the Sellers, an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock 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 was entitled to receive

0.09543 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock automatically converted into 53.975685 shares (an

aggregate of approximately 485,781,300) of the Company’s 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 were a sufficient number of shares of 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 Common Stock following the June 27, 2022 filing of an amendment to

the Company’s Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000

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 was considered

the acquirer for accounting purposes.

As a result of the Share Exchange and the change in our business and operations, a discussion of

the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,

the historical financial results of Bitech Mining, the accounting acquirer, prior to the Share Exchange are considered our historical

financial results.

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.”

of Quad Video Assets

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

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

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

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

(the “Quad Video APA”).

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

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

(the “Quad Video Assets”).

to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”)

2 unchanged sentences

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

Historically,

the Company acquired Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”) on

of the years ended December 31, 2023 and 2022.

The Company has not generated any revenues from its

primary business for the year ended December 31, 2022.

We invoiced and collected $26,197 from QVH legacy business and recorded other income

of $50,275 generated from accounts receivable previously written-off as uncollectible for the year ended December 31, 2022.

no revenue for the year ended December 31, 2021.

During the year ended December 31, 2022, we incurred

$888,106 of general and administrative expenses compared to $284,959 for the same period in 2021.

General and administrative expenses

have increased during 2022 compared to 2021 as the Company moves from development stage to revenue generation.

As a result of the foregoing, we had net loss of ($811,635)

for the year ended December 31, 2022, compared to a net loss of ($284,959) for the year ended December 31, 2021.

have generated minimal revenues for the year ended December 31, 2023 and no revenues from its primary business for the year ended December

The Company generated $7,000 of other income for the year ended December 31, 2023 not related to it’s primary business.

We invoiced and collected $26,197 from our QVH legacy business and recorded other income of $50,275 generated from accounts receivable

previously written-off as uncollectible for the year ended December 31, 2022.

the year ended December 31, 2023, we incurred $819,001 of general and administrative expenses compared to $888,106 for the same period

General and administrative expenses have decreased during 2023 compared to 2022 as the Company moves from development stage

to revenue generation and keeps overhead lean.

a result of the foregoing, we had net loss of ($811,693) for the year ended December 31, 2023, compared to a net loss of ($811,635) for

the year ended December 31, 2022.

calculation of Working Capital provides additional information and is not defined under GAAP.

9 unchanged sentences

a decrease of working capital of $71,138 as compared to December 31, 2022, driven primarily by cash used in operations.

For the year ended December 31, 2022, cash used in

operations was ($789,344) which primarily included the net loss of ($811,635) partially offset by a $35,000 full amortization of exclusive

license agreement.

the year ended December 31, 2023, cash used in operations was ($457,806) which primarily included the net loss of ($811,693) partially

offset by $147,455 related to the issuance of common stock for services and $180,600 related to a stock option issued as compensation.

have a history of operating losses.

We have not yet achieved profitable operations and expect to incur further losses.

funded our operations primarily from equity financing.

As of December 31, 2022, cash generated from financing activities was not

sufficient to fund our growth strategy in the short-term or long-term.

The primary need for liquidity is to fund

working capital requirements of the business, including operational expenses in connection with our efforts to become a provider of

a suite of green energy solutions.

The primary source of liquidity has primarily been private financing transactions.

The ability to

fund operations and pursue opportunities within the green energy industry depends on our ability to raise funds from debt and/or

equity financing which is subject to prevailing economic conditions and financial, business and other factors, some of which are

beyond our control.

There can be no assurance that additional financing will be available to us when needed or, if available, that

it can be obtained on commercially reasonable terms.

We have funded

our operations primarily from equity financing.

As of December 31, 2023, cash generated from financing activities was not sufficient

to fund our growth strategy in the short-term or long-term.

The primary need for liquidity is to fund working capital requirements of

the business, including operational expenses in connection with our efforts to become a provider of a suite of green energy solutions

and to fund the development projects we expect to pursue following completion of the Business Combination with Bridgelink.

source of liquidity has primarily been private financing transactions.

The ability to fund operations and pursue these opportunities

and projects within the green energy industry depends on our ability to raise funds from debt and/or equity financing which is subject

to prevailing economic conditions and financial, business and other factors, some of which are beyond our control.

There can be no assurance

that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.

Sheet Arrangements

3 unchanged sentences

in or Adoption of Accounting Practices

There were no material changes in or adoption of new

accounting practices during the year ended December 31, 2022.

were no material changes in or adoption of new accounting practices during the year ended December 31, 2023.

Accounting Policies

5 unchanged sentences

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 7. Management’s Discussion and Analysis