What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-03-31 · 218 added, 178 removed, 351 unchanged (53% of the section changed)

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on the Financial Statements

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

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

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

In our opinion, the financial statements present

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

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

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

31, 2023 and 2022, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for

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

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of

its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United

States of America.

Company’s Ability to Continue as a Going Concern

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

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

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

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

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

As part of our audit

As part of our audits,

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

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Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

or fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audit provide

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

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

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

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

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

through December 31, 2023.

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

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

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

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

the financial statement issuance date.

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

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

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

reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s

assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement

issuance date.

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

of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the

report date, market and industry factors and consideration of the Company’s relationships with its financing partners.

Fortune CPA, Inc

have served as the Company’s auditor since 2022.

March 31, 2023

TECHNOLOGIES CORPORATION

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Total current assets

Intangible Asset – Exclusive License

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Note payable to shareholder

Accounts payable and accrued liabilities

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Stockholders’ equity

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

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

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

Series A Convertible Preferred stock;

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

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

$ 0.001 par value, 9,000,000 shares authorized, no shares issued and outstanding at December 31, 2023 and December 31, 2022

Preferred stock value

Common stock:

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

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

$ 0.001 par value, 1,000,000,000 shares authorized, 484,464,194 and 515,505,770 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

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( 1,908,287 )

( 1,096,594 )

Total stockholders’ equity

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TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

the Year ended

STATEMENTS OF OPERATIONS

For the Year ended

COST OF REVENUE

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TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

of December 31, 2023

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$ ( 284,959 )

Beginning balances, value

$ ( 284,959 )

Recapitalization

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$ ( 1,096,594 )

Beginning balances, value

$ ( 1,096,594 )

Common Stock for Services

Stock Option Compensation

Restricted Stock Awards

Cancelled Stock from SuperGreen

( 51,507,749 )

Sale of Common Stock

Balances, December 31, 2023

$ ( 1,908,287 )

Ending balances, value

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TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,

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Common Stock issued for services

Stock Option Compensation

Changes in operating assets and liabilities:

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Accounts payable and accrued liabilities

Net cash provided

by (used in) operating activities

Cash flows from investing activities:

Purchase Intangible Asset – Exclusive License

Net cash used in investing activities

Net cash provided by (used in) operating activities

Cash flows from financing activities:

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Recapitalization

Net cash provided by (used in)

financing activities

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

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Supplemental disclosure of non-cash Investing and Financing

Supplemental disclosure of non-cash Investing and

Financing Activities:

Stock Issued for Intangible Asset – Exclusive License

Supplementary disclosure of cash flow information:

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DESCRIPTION OF BUSINESS

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

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

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

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

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

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

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

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

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

high cost of electricity in several industries.

Bitech innovates energy technologies through research and development, planned acquisitions

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

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

While participating in the Clean Energy Economy, we seek business

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

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

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

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.

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.

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

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

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CRITICAL ACCOUNTING POLICIES

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

Going Concern

Since our inception,

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

our inception, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of approximately

$ 2 million as of December 31, 2023.

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

If in the future we decide to increase our service

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

functions to support such growth in operations.

No such growth in operations is presently planned.

We are also actively seeking a private

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

however, we cannot predict the

ultimate outcome of our efforts.

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

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

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

stockholders.

Any expectation of future profitability is likely dependent upon our ability to successfully merge with another company,

of which there can be no assurances.

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

The previous service revenues earned has resulted in longer

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

If in the future we

decide to increase our service development, marketing efforts and/or brand building activities, we will need to increase our operating

expenses and our general and administrative functions to support such growth in operations.

No such growth in operations is presently

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

limitation a merger;

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

Our continued existence is dependent upon our ability

to successfully merge with a financially viable company, or our ability to obtain additional capital from borrowing and/or selling securities,

as needed, to fund our operations.

There is no assurance that additional capital can be obtained or that it can be obtained on terms

that are favorable to us and our existing stockholders.

Any expectation of future profitability is likely dependent upon our ability

to successfully merge with another company, of which there can be no assurances.

were not involved in any procedures in 2023 and have no plans to do so in the future.

The previous service revenues earned has resulted

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

of Consolidation

The accompanying consolidated financial statements

include the accounts of Bitech Technologies Corporation.

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

All material intercompany

transactions have been eliminated upon consolidation.

accompanying consolidated financial statements include the accounts of Bitech Technologies Corporation.

and its wholly owned subsidiary,

Quad Video Halo, Inc.

All material intercompany transactions have been eliminated upon consolidation.

Company adopted Accounting Standards Codification (“ASC”) 606.

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for those goods or services recognized as performance obligations are satisfied.

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

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

Identify the contract

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customers upon delivery of the services.

The Company does not have any contract assets since the Company has an unconditional right to

consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event.

Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components

nor variable consideration.

The Company does not have any contract assets since we have an unconditional right to consideration

when we have satisfied its performance obligation and payment from customers is not contingent on a future event.

Generally, payment

is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration.

There are no returns and there is no allowances.

All of the Company’s contracts have a single performance

obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit.

All estimates

are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s

best judgment at the time the estimate is made.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

All of the Company’s contracts have a single performance obligation satisfied

at a point in time and the transaction price is stated in the contract, usually as a price per unit.

All estimates are based on the Company’s

historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate

Value of Financial Instruments

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We have no accounts receivable to warrant any allowance at December 31, 2023 or December

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Based Compensation

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fair-value of stock-based awards.

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

During the years ended December 31, 2023 and 2022, we did no t recognize any compensation expense during

those periods.

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the estimated loss if recovery is also deemed probable.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loss per Share

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during the periods.

following were potentially outstanding dilutive securities during the years ended December 31, 2023 and 2022, instruments:

31, 2023 - 37,000,000 Potentially Dilutive Options

December 31, 2022 – No Potentially Dilutive

Accounting Pronouncements Not Yet Adopted

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STOCKHOLDERS’ EQUITY

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

per share, was 250,000,000 shares and

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

On June 27, 2022 the 9,000,000

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

shares of common stock.

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

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

total number of authorized shares of our common stock, par value $ 0.001 per share, was 250,000,000 shares and increased on June 27, 2022

to 1,000,000,000 shares.

As of December 31, 2023, there were 484,464,194 common shares issued and outstanding.

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

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Such amendment was filed on January 20, 2021.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

with the Share Exchange.

The Certificate of Designations include:

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

share has 53.9757 votes per share on any matter, event or action submitted to the holders of our common stock for a vote or on which

the holders of our common stock have a right to vote,

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

Price then in effect.

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

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

have filed the Certificate of Designations;

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

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

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

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

conversion price of the Series A Preferred Stock is subject to proportional adjustment in the event of stock splits, stock dividends

and similar corporate events, and

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), each holder

of the Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount

equal to the Stated Value, plus any other fees or liquidated damages then due and owing thereon under the Certificate of Designations,

for each share of Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities

(as hereinafter defined), and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets

to be distributed to each holder of the Series A Preferred Stock shall be ratably distributed among each such holder in accordance

with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

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

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

creating a series of 9,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”).

On March 31, 2022, we

issued 9,000,000 shares of Series A Preferred Stock in exchange for 94,312,250 shares of Bitech Mining’s Common Stock, par value

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

On June 27, 2022 the 9,000,000 shares of Series

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

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

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

April 14, 2022, the Company issued 3,348,000

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

issuance of $ 0.10

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

shares vest on April 13, 2024, April 13, 2025, and April 13, 2026 so long as the individual is providing services to the Company or

one of its subsidiaries.

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

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

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

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

as of July 8, 2022, the Financial Industry Regulatory Authority, Inc.

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

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

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

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

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company issued 1,674,506 unregistered shares of its Common Stock valued at $ 117,455 during the year ended December 31, 2023 as payment

for services provided to the Company.

Company issued 1,500,000 of restricted securities awards valued at $ 30,000 during the year ended December 31, 2023 as payment for director

compensation services provided to the Company.

April, May and June, 2023, the Company sold 11,250,000 unregistered shares of its Common Stock to six private investors in exchange for

$ 225,000 ($ 0.02 per share).

August 2023 the Company sold 666,667 unregistered shares of its Common Stock to one private investor for $ 20,000 ($ 0.03 per share)

October, November, and December 2023 the Company sold 5,375,000 unregistered shares of its Common Stock to three private investor for

$ 167,500 ($ 0.03 -$ 0.04 per share)

INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

of December 31, 2023 and December 31, 2022, there were 42,000,000 and 5,000,000 options outstanding, respectively.

have granted non-qualified stock options to employees and contractors.

All non-qualified options are generally issued with an exercise

price no less than the fair value of the common stock on the date of the grant as determined by our Board of Directors.

Options may be

exercised up to ten years following the date of the grant, with vesting schedules determined by us upon grant.

Vesting schedules vary

by grant, with some fully vesting immediately upon grant to others that ratably vest over a period of time up to five years.

vested options may be exercised up to three months following date of termination of the relationship unless alternate terms are specified

The fair values of options are determined using the Black-Scholes option-pricing model.

The estimated fair value of options

is recognized as expense on the straight-line basis over the options’ vesting periods.

At December 31, 2023, we had approximately

$ 340,707 unrecognized stock-based compensation.

option transactions during 2023 and 2022 were as follows:

OF STOCK OPTION TRANSACTIONS

Outstanding at Beginning of Year

Forfeited or Cancelled

( 5,000,000 )

Outstanding at End of Year

Options Exercisable at Year-End

Weighted-Average Fair Value of Options Granted During the Year

with respect to stock options outstanding and exercisable at December 31, 2023 is as follows:

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Options Outstanding

Options Exercisable

Outstanding at

Exercisable at

$ 0.025 - $ 0.07

ACQUISITION OF BITECH MINING

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recognized at the acquisition date:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

OF FAIR VALUE OF ASSETS AND LIABILITIES

Purchase price

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a lack of funds, and until March 31, 2022 when this lease was cancelled NSO provided the Company this office space rent free.

Federal Corporate Income Tax

differences between financial statement carrying amounts and the tax basis of assets and liabilities and tax credit and operating loss

carryforward that create deferred tax assets and liabilities are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

Tax Operating Loss Carryforward - USA

Valuation Allowance - USA

( 1,569,000 )

( 1,090,000 )

Deferred Tax Assets, Net

valuation allowance increased approximately $ 0.5 million, primarily as a result of the increased net operating losses of our U.S.-

based segment.

of December 31, 2023, we had federal net operating loss carryforwards for income tax purposes of approximately $ 1.5 million.

have California net operating loss carryforwards for income tax purposes of approximately $ 1.5 million which expire after twenty years

from when it occurred.

SUBSEQUENT EVENTS

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

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

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

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

Cao Parties”).

Cao Settlement

Agreement settles as to the C.

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

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

Pursuant to the C.

Cao Settlement Agreement,

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

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

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

to the License Agreement.

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

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

the Cao Lawsuit as to the C.

The Settlement Agreement also contains additional covenants, representations and warranties

that are customary of litigation settlement agreements.

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

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

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

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 including entering into the following agreements:

Management Services Agreement pursuant to which all aspects of the development and operation of the BESS Development Projects will

be overseen by the service provider.

The fees payable to the service provider will be as follows:

BESS Development Projects .

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

(i) $0.005 per W shall 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 shall 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 shall 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 shall 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”).

February and March 2023, the Company sold 3,657,143 unregistered shares of its Common Stock to five private accredited investors for

$ 256,000 ($ 0.07 per share).

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data