What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 320 added, 186 removed, 369 unchanged (58% of the section changed)

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

Brilon, our Chief Financial

Officer, is our principal financial officer.

Brilon, our Chief Financial Officer,

is our principal financial officer.

of Disclosure Controls and Procedures

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our management concluded that, as of December 31, 2023, we maintained effective internal control over financial reporting.

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

registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation

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

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

annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the company’s registered public accounting

firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this annual report.

in internal control over financial reporting

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

Brilon, CPA – Mr.

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

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

employ certain individuals who, while not executive officers, make significant contributions to our business and operations and hold

various positions within our subsidiaries.

On January 2, 2004, we engaged Mr.

Sid Sung as our Chief Innovation Officer (CIO).

Sung will be spearheading Bitech’s Green Energy Technology Solutions division.

In this role, he will be leading Bitech’s

efforts to engineer scalable revenue opportunities towards the green energy transition.

With a wealth of knowledge and initiatives

in digital energy evolution strategies, Sid brings with him more than 30 years of experience in high-growth, relevant vertical markets

like home automation, security products, energy management, Machine to Machine (M2M) technologies, industrial IoT (IIoT), smart cities,

and broadband access technologies.

With a strong background working with large telecommunications and emerging service providers, he

has led numerous successful and high-profile technology projects.

Sid is a champion of the IoT revolution and has been actively involved

the smart energy and power sector for over a decade, identifying and widely implementing innovative integrated solutions.

2023, Sid served as President of Iveda Solutions (NASDAQ:

IVDA) and prior to that, from 2017 to 2020, President of People Power, Asia

as well as VP of Product Management for People Power USA for US Independent Operation Utilities (IOUs) including FPL, PEPCO, Delmarva

Power, BGE in the US, Origin in Australia, and Innogy in Germany.

From 2014 to 2017, he was a board advisor for TwoWay Communications,

focusing on developing and deploying solutions for IoT, M2M, smart cities/communities, and connected homes.

In 2013, Sid co-founded Connected

IO, a company specializing in M2M applications, and served as its COO until 2017 for Verizon’s Wireless M2M deployments.

to this role, he was Vice President at Lite-On Technology, where he managed IoT solutions for connected home and M2M for IIoT and played

a crucial role in global utility smart grid trial programs with next-generation energy products, including multiple RF frequency gateways

and sensors for European IOU Smart home application deployments.

Sid was the General Manager for SMC Networks from 2007 to 2010 where

he oversaw Smart home deployment with Comcast, Time Warner (Spectrum today), and Rogers for the North American MSO Market.

great success by delivering broadband-enabled applications (BBEA) for home security service providers such as 4Home (acquired by Motorola)

and uControl (merged with iControl).

During his tenure there, Sid successfully led a significant revenue growth from $20 million to $100

In 1994, Sid founded and for 13 years led Alpha Telecom, a company specializing in designing and manufacturing telecommunications

equipment with a focus on ISDN CPE solutions.

Through his strategic partnerships and innovative solutions, he established strong relationships

with global telecommunications equipment manufacturing giants such as Alcatel-Lucent, Nortel and Siemens.

Under Sid’s leadership,

Alpha Telecom became a prominent player in the industry and achieved remarkable growth.

Sid earned a BS in Atmospheric Science from National

Taiwan University and a MSEE from the University of Alabama Huntsville.

Relationships

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

Core business skills, including

financial and strategic planning;

Finance expertise;

Operating and management

business skills, including financial and strategic planning;

and management experience.

Trimarche specific qualifications, experience, skills and expertise include:

Core business skills, including

financial and strategic planning;

Legal and business acquisition

business skills, including financial and strategic planning;

and business acquisition experience.

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

Core business skills, including

financial and strategic planning;

Finance and financial reporting

Operating and management

business skills, including financial and strategic planning;

and financial reporting expertise;

and management experience.

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

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

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

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

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

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

accounting officer or controller, and persons performing similar functions.

The Code of Ethics for Directors and Executive Officers

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

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

writing by mail to:

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

the fiscal year ended December 31, 2023 and 2022 with the exception of the late filings by (i) Mr.

Tran of one Form 4 filing reporting one transaction during

2023, one Form 4 reporting three transactions during 2022 and a Form 3 during 2022, (ii) Mr.

Trimarche of a Form 3 during 2022, (iii)

Brilon of one Form 4 reporting one transaction during 2022 and a Form 3 during 2022, (iv) Calvin Cao of one Form 4 reporting one transaction

during 2022 and a Form 3 during 2022 and (v) Michael Cao of one Form 4 reporting two transactions during 2022 and a Form 3 during 2022.

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

officer or controller, and persons performing similar functions.

The Code of Ethics for Directors and Executive Officers can be found

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

Further, we undertake to provide by mail to any person without charge, upon

request, a copy of such code of ethics if we receive the request in writing by mail to:

Bitech Technologies Corporation, 895 Dove Street,

Suite 300, Newport Beach, CA 92660.

maintain a separately-designated standing audit committee.

The Audit Committee currently consists of Robert Brilon and Greg

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

Committee to be independent, presently only Mr.

Trimarche is independent.

The Audit Committee currently consists of Robert Brilon and Greg Trimarche.

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

is independent.

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

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

our principal

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

our two most highly compensated

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

up to two additional individuals

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

principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2023,

two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers

at December 31, 2021, and

to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as

an executive officer at December 31, 2021.

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

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Other Compensation ($)

President and Director

Benjamin Tran.

CEO, President and Director

CFO and Director

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Compensation for Mr.

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

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

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

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

vested 1,158,930 shares on April 18, 2023 and 1,158,930 on each April 18 for the next 3 years so long as Mr.

Brilon is providing services

to the Company or one of its subsidiaries.

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

Compensation for Mr.

Brilon’s service to the Company, the Company made the following awards to him:

February 13, 2023 a grant of a nonstatutory stock option (the “Stock Option”)

to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of

$0.025 per share.

The options subject to this grant vest 80% on the date of the grant, 10%

on January 1, 2024 and 10% on January 1, 2025 so long as Mr.

Brilon is providing services

to the Company or one of its subsidiaries;

provided, however, the vesting is subject to acceleration

such that if Mr.

Brilon is terminated from his role without cause (as defined in the Stock

Option) the number of shares subject to the Stock Option in the year of termination shall

vest plus the number of shares that would have vested in the following year.

Brilon’s service is terminated with cause, the number of shares subject to the

Stock Option in the year of termination shall vest.

The Stock Option may be exercised for

the earlier of (1) ten years from grant date or (2) five (5) years after termination as a

member of the Company’s board of directors.

April 3, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to

purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.03

The Stock Option vest 50% on the date of the grant and 50% on April 3, 2024 so

long as the recipient of the award is providing services to the Company or one of its subsidiaries;

provided, however, the vesting is subject to acceleration such that if the recipient is terminated

from his role without cause (as defined in the Stock Option) the number of shares subject

to the Stock Option in the year of termination shall vest plus the number of shares that

would have vested in the following year.

In the event the recipient’s service is terminated

with cause, the number of shares subject to the Stock Option awarded to such recipient in

the year of termination shall vest.

The Stock Option may be exercised for the earlier of

(1) ten years from grant date or (2) five (5) years after termination as a member of the

Company’s board of directors.

November 27, 2023 an award of 500,000 shares of restricted common stock, of which 100% vests

on December 31, 2023 so long as Mr.

Brilon is providing services to the Company or one of

its subsidiaries.

Equity Awards at Fiscal Year End

of December 31, 2022, Robert J.

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

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

Brilon is still providing services to the Company at the

time of vesting.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

following table sets forth information with respect to the options outstanding by the Named Executive Officers held at fiscal year-end.

(#) unexercisable

have not vested (#)

shares that have not vested ($) (2)

Benjamin Tran.

CEO, President and Director

2/13/2033 (3)

CFO and Director

expiration date of each option occurs on the earlier of (i) ten years after the date of grant of each option or (ii) five years after

the termination as a member of the board of directors.

market value was computed by multiplying the closing market price of common stock on December 31, 2023 ($0.06) by the number of restricted

stock awards that have not vested.

unvested options vest on January 1, 2025 so long as Mr.

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

however, the vesting is subject to acceleration such that if Mr.

Brilon is terminated from his role without cause (as defined in

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

In the event Mr.

service is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall vest.

unvested options vest on April 3, 2024 so long as the recipient of the award is providing services to the Company or one of its subsidiaries;

provided, however, the vesting is subject to acceleration such that if the recipient is terminated from his role without cause (as

defined in the Stock Option).

following table sets forth all compensation paid to or earned by each of our directors during fiscal year 2023, except for compensation

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Non-qualified

Greg Trimarche

Director cash

compensation during the fiscal year ended December 31, 2022.

The amounts reported in

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

Compensation—Stock Compensation.

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

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

Assumptions used in

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

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

cash compensation during the fiscal year ended December 31, 2023.

amounts reported in the Stock Awards and the Option Awards columns reflect aggregate grant date fair value computed in accordance

with ASC Topic 718, Compensation—Stock Compensation.

These amounts reflect our calculation of the value of these awards at

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

Assumptions used in the calculation of these amounts are included in the Notes to our audited consolidated financial statements for

the fiscal year ended December 31, 2023, which are included elsewhere in this Annual Report.

On December 21, 2022, the Company and Mr.

Trimarche entered into an Independent Contractor Agreement (the “Independent

Contractor Agreement”) whereby Mr.

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

The Independent

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

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

Compensation for Mr.

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

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

“Stock Option”).

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

so long as Mr.

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

provided, however, the vesting is subject

to acceleration such that if Mr.

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

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

following year.

Trimarche entered into an Independent

Contractor Agreement (the “Independent Contractor Agreement”) whereby Mr.

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

The Independent Contractor

Agreement may be terminated by either party on 15 days prior written notice without cause

or five days after written notice in the event of a breach of the agreement by either party.

December 21, 2022, as Compensation for Mr.

Trimarche’s service to the Company as a director as provided for in the Independent

Contractor Agreement, the Company awarded him an option to purchase 5,000,000 shares of the Company’s Common Stock (the “Option

Shares”) at an exercise price of $0.07 per share (the “Stock Option”).

The Stock Option vests as to 20 % of

the Option Shares on each December 21, beginning December 21, 2023, so long as Mr.

Trimarche is providing services to the Company

or one of its subsidiaries;

provided, however, the vesting is subject to acceleration such that if Mr.

Trimarche is terminated from

his role without cause (as defined in the Stock Option) the number of shares subject to the Stock Option in the year of termination

shall vest plus the number of shares that would have vested in the following year.

In the event Mr.

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

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

Trimarche’s service as

a member of the Board is terminated with cause, the number of shares subject to the Stock Option in the year of termination shall

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

as a director on December 15, 2022.

April 3, 2023, as Compensation for Mr.

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

to purchase 5,000,000 shares of the Company’s Common Stock (the “Option Shares”) at an exercise price of $0.03

per share (the “Stock Option”).

The Stock Option vests 50% of the Option Shares on date of grant April 3, 2023 and 50%

April 3, 2024, so long as Mr.

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

provided, however, the vesting

is subject to acceleration such that if Mr.

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

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

vested in the following year.

In the event Mr.

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

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

The value of the option awards will be recorded in the

year that they vest.

November 27, 2023, as Compensation for Mr.

Trimarche’s service to the Company, the Company awarded him 1,000,000 shares of Restricted

Common Stock in November 2023 which vested on December 31, 2023.

The value of this award was $20,000 and is recorded in 2023.

Policies and Practices as they Relate to Risk Management

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

The following table sets forth information, as of

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

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

officers as a group.

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

Except as indicated by the footnotes

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

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

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

In computing the number

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

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

December 31, 2022.

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

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

Name and Address of Beneficial Owner

Percent of Class

following table sets forth information, as of December 31, 2023, concerning, except as indicated by the footnotes below, (i) each person

whom we know beneficially owns more than 5% of our common stock, (ii) each of our directors, (iii) each of our named executive officers

and (iv) all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities

named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own,

subject to applicable community property laws.

Applicable percentage ownership is based on 484,464,194 shares of common stock outstanding

at December 31, 2023.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of

that person, we deemed outstanding shares of common stock subject to stock options or warrants held by that person that are currently

exercisable or exercisable within 60 days of December 31, 2023.

We did not deem these shares outstanding, however, for the purpose of

computing the percentage ownership of any other person.

Unless otherwise noted, stock options and warrants referenced in the footnotes

below are currently fully vested and exercisable.

Address of Beneficial Owner

146,445,031 (2)

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Trimarche (1)

All directors and named executive officers as a group

2,000,000 (4)

All directors and named executive officers

as a group (3 persons)

5% Shareholders

180,277,121 (5)

SuperGreen Energy Corporation (7)

Total 5% Shareholders

Less than 1%,

named individual is one of our executive officers or directors.

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the following:

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

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

LLC (“USC”), over which Mr.

Tran has voting control and therefore may be deemed

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

Tran disclaims beneficial ownership of the reported securities except to the

extent of his pecuniary interest therein.

(i) 51,517,749 shares of common stock held directly, (ii) 51,507,749 shares held by Mr.

Tran’s spouse and (iii)

43,419,533 shares owned by United System Capital LLC (“USC”), over which Mr.

Tran has voting control and therefore may

be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by USC.

Tran disclaims beneficial

ownership of the reported securities except to the extent of his pecuniary interest therein.

the following:

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

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

Brilon is still providing services to

the Company at the time of vesting.

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

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

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

Trimarche is still

providing services to the Company at the time of vesting.

(i) 1,287,694 shares of common stock (ii) 4,635,720 shares of restricted common stock which vested 25% on April 13,

2023, and then the remaining vest 25% on April 13, 2024, 25% on April 13, 2025 and 25% on April 13, 2026 only if Mr.

Brilon is still

providing services to the Company at the time of vesting, (iii) 500,000 shares of restricted

common stock issued in November 2023 which vested on December 31, 2023, (iv) 4,500,000 shares of common stock issuable upon exercise

of stock options exercisable within 60 days of the date of this table at $0.025 per share and (v) 2,500,000 shares of common stock

issuable upon exercise of stock options exercisable within 60 days of the date of this table at $0.03 per share.

the following:

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

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

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

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

Cao disclaims

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

(i) 1,515,078 shares of common stock, (ii) 1,000,000 shares of common stock issuable upon exercise of stock options

exercisable within 60 days of the date of this table at $0.07 per share.

the following:

(i) 51,507,749 shares of common stock held by Michael Cao’s spouse and (ii) 128,769,372 shares

owned by B&B Investment Holding LLC (“B&B”), over which Michael Cao has voting control and therefore may be deemed

to have indirect beneficial ownership of all or a portion of the securities owned directly by B&B.

Cao disclaims beneficial

ownership of the reported securities except to the extent of his pecuniary interest therein.

Information derived from a Form 3 filed

by Michael Cao on April 6, 2022.

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

Effective February 20, 2023 SuperGreen Energy

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

Cao Settlement Agreement entered

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

Authorized for Issuance under Equity Compensation Plans

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

we are or will be a participant;

the aggregate amount involved exceeds $120,000 in any

any related party has or will have a direct or indirect

material interest.

are or will be a participant;

aggregate amount involved exceeds $120,000 in any fiscal year;

related party has or will have a direct or indirect material interest.

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

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

The following agreements were entered into in connection

with the acquisition of Bitech Mining:

Agreements involving Peter L.

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

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

MSA, Note Amendment and Security Agreement Amendment.

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

Disposition of Quad Video Assets.

On June 30, 2022, we completed the sale

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

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

See “Item 1 - Business – Disposition

of Quad Video Assets.”

were no related party transactions that the Company was required to disclose under this item.

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

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of a director of the Company.

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

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

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

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

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

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

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

Related Fees:

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of all services performed by the outside auditors.

of Incorporation dated March 4, 1998.

Articles of Incorporation dated March 4, 1998.

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

Articles of Incorporation dated April 23, 1998.

Amended Articles of Incorporation dated April 23, 1998.

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

Articles of Incorporation dated January 4, 2002.

Amended Articles of Incorporation dated January 4, 2002.

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

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on October 7, 2015.)

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

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

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

of Amendment to Certificate of Incorporation dated January 20, 2021 (Incorporated by reference to Exhibit 3.8 to the Company’s

Form 10-K filed with the SEC on March 26, 2021.)

of Designations of Preferences and Rights of Series A Convertible Preferred Stock dated March 31, 2022 (Incorporated by reference

to Exhibit 3.9 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2022).

of Amendment to Certificate of Incorporation, as amended, dated April 28, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed with the SEC on May 2, 2022).

By-Laws dated April 23, 1998.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subsidiaries.

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

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

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

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

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Filed or furnished herewith.

Certain confidential information

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

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

on November 2, 2021)

Exchange Agreement among Spine Injury Solutions, Inc., Bitech Mining Corporation, its shareholders and Benjamin Tran as Stockholders’

Representative dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form

8-K filed with the SEC on April 4, 2022).

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

Dalrymple dated as of March 31, 2022

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

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

Dalrymple dated as

of March 31, 2022 (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC

on April 4, 2022).

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

Dalrymple dated as of March 31, 2022

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

of Independent Contractor Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed with the SEC on April 20, 2022).

of Proprietary Information and Inventions Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report

on Form 8-K filed with the SEC on April 20, 2022).

of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed

with the SEC on April 20, 2022).

Purchase Agreement entered into among Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Purchase Agreement entered into among Bitech Technologies Corporation, SPIN Collections LLC and Peter Dalrymple dated June 30, 2022

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Promissory Note and Security Agreement Cancellation Agreement entered into among Bitech Technologies Corporation, Quad Video Halo,

Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022 (Incorporated by reference to Exhibit10.3 to the Company’s

Current Report on Form 8-K filed with the SEC on July 1, 2022).

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

and Bitech Mining Corporation

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

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

and Bitech Mining Corporation

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

to Sublicense Agreement and Amendment to Patent & Technology Exclusive and Non Exclusive License Agreement entered into between

SuperGreen Energy Corp., Bitech Mining Corporation and Calvin Cao dated as of March 27, 2022 (incorporated by reference

to Exhibit 10.17 of the Company’s Form S-1 filed on August 15, 2022).

Settlement, Mutual Release, and Share Transfer Agreement between the Company, Bitech Mining Corporation, Calvin Cao and SuperGreen

Energy Corporation dated as of February 20, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed

on February 24, 2023).

Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on December 21, 2022).

Form of Subscription Agreement for U.S.

Residents (Incorporated by reference to Exhibit 10.19 of the Company’s Form 10-Q filed on August 15, 2023).

Agreement entered into between the Company and Bridgelink Development, LLC dated January 8, 2024.

Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Company’s Form 10-K filed on March 31, 2023).

Certification

of principal executive officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of principal financial officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

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

Certification

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

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or furnished herewith.

confidential information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively

harmful if publicly disclosed.

management contracts and compensation plans and arrangements.

5 unchanged sentences

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

March 31, 2023

Executive Officer (Principal Executive Officer), President and Director

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures