What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-05-30 compared with 2024-04-01 · 471 added, 133 removed, 70 unchanged (90% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bitech Technologies

Corporation (the “Company,” “Bitech Technologies,” “our” or “we”) is for the years ended

December 31, 2023 and 2022.

management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bimergen Energy Corporation

(the “Company,” “Bimergen Energy,” “our” or “we”) is for the years ended December 31,

2024 and 2023.

It is supplemental to, and should be read in conjunction with, our financial statements for the period January 8, 2021

8, 2021 (inception) through December 31, 2023 and the accompanying notes for such period included in our Current Report on Form 8-K filed

with the Securities and Exchange Commission, or SEC, on April 4, 2022.

(inception) through December 31, 2024 and the accompanying notes for such period included in our Current Report on Form 8-K filed with

the Securities and Exchange Commission, or SEC, on April 4, 2022.

Our financial statements are prepared in accordance with accounting

41 unchanged sentences

of the Business

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

are a renewable energy project developer dedicated to enabling the clean energy transition and providing critical grid stability via

solutions across a range of applications through our portfolio of utility-scale Battery Energy Storage System (BESS) and solar development

In April 2024, we acquired a portfolio of development-stage BESS and solar energy projects from Emergen Energy LLC (“Emergen”),

making us the project owner of 23 development stage utility-scale BESS projects with an estimated cumulative storage capacity of 1.965

gigawatts (GW) and 13 development stage solar energy projects with an anticipated cumulative generation capacity of 1.640 GW (collectively,

the “Development Projects”) once constructed and operational.

primary business objective is to become a grid-balancing operator by developing, commercializing, and operating a diversified portfolio

of BESS and solar energy projects.

We aim to leverage by partnering with advanced BESS technologies and Energy Management Systems (EMS)

to address the critical challenges associated with the integration of renewable energy into the electrical grid, particularly the imbalance

between energy supply and demand caused by the intermittent nature of solar and wind resources.

This approach aligns with the increasing

demand for grid stability in regions with high penetration of renewable energy, where imbalances between peak solar generation and peak

energy demand create revenue opportunities through energy storage and dispatch.

We plan to store excess energy generated during periods

of low demand and dispatch it during peak demand periods, thereby enhancing grid stability and efficiency.

Upon reaching commercial operation,

we hope to play a key role in stabilizing grid demand and supporting renewable energy integration through energy arbitrage and ancillary

Business in Battery Energy Storage Systems (BESS)

core business is anchored in the development and operation of BESS projects, which are strategically designed to mitigate the energy

imbalances and power deficits observed in markets with substantial solar and wind energy generation.

This event, often depicted by the

grid balancing, highlights the timing mismatch between peak renewable energy generation and peak electricity demand.

As renewable energy

production peaks during daylight hours and declines in the evening when energy demand is highest, supplemental energy supply sources

become increasingly critical.

Our BESS projects are positioned to address this imbalance by storing surplus energy during periods of

low demand and releasing it during high-demand periods, capturing value from daily price fluctuations.

By purchasing and storing energy

during low-cost, high-supply hours and selling it during high-demand periods when prices are at their peak, known as energy arbitrage

trading, our BESS systems will provide critical support to compensate for the lack of supply from the current outdated energy grid infrastructure.

addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation, voltage

support, and emergency backup during grid outages.

Frequency regulation refers to the rapid response to changes in grid frequency, maintaining

stability and preventing potential grid failures.

Voltage control enhances the quality and reliability of power supplied to consumers.

The rapid response capabilities also maintain stability for key infrastructure during outages via immediate response to fluctuations

in voltage and frequency.

By reducing demand imbalances at peak times, known as peak shaving, we hope to flatten the energy demand and

lower electricity costs for consumers.

By integrating advanced EMS controls, we aim to optimize the dispatch timing and increase the

overall economic value of stored energy, delivering both reliable performance efficient operation in dynamic market conditions.

will enable more flexible and adaptive grid operations, accommodating dynamic energy flows and diverse generation sources.

These ancillary

services both relieve grid stress, offer additional potential revenue streams, and maximize likelihood of punctual project development

within budget and ensure product quality standards.

We believe we well- positioned to leverage our existing relationships to secure multi-year

customer contracts prior to project construction and integrate cutting-edge battery technologies as they are developed into future developments.

Our systems will also be capable of deferred infrastructure upgrades, which reduce the need for expensive grid infrastructure upgrades

by efficiently managing local supply and demand.

expect our BESS projects to be located alongside traditional power transmission lines or near large offtakers with high energy demands,

enhancing grid stability and reducing energy costs.

These locations are suitable for battery storage facilities of approximately thirty

acres and undergo environmental studies and assessments to ensure feasibility.

While the letters of intent the Company has entered into

or negotiated for these projects are for specific locations, the Company’s development plans are not dependent on the landowner

or address, but, rather, are county based.

The Company believes it could adjust its plans to find a similar, suitable location if it

is unable to negotiate a definitive agreement to develop a project with the landowner.

maintain strong relationships with tier-one battery and equipment suppliers, utilities, and power purchasers to optimize transmission

efficiency and lower consumer costs.

We believe these partnerships may also help us secure regulatory support, ensure timely project

development within budget, and uphold high product quality standards.

Our strategic position allows us to secure multi-year customer

contracts before project construction and integrate emerging battery technologies into future developments.

Additionally, our systems

are designed to enable deferred infrastructure upgrades, reducing the need for costly grid enhancements by efficiently managing local

supply and demand.

Projects and Operational Progress

portfolio of Development Projects includes approximately 3.6 GW of alternating current (GWAC) power capacity across various regions served

by Independent System Operators (ISOs) such as ERCOT, WECC, PJM, and MISO.

These regions have been selected strategically based on favorable

market conditions, grid infrastructure, and regulatory environments conducive to renewable energy integration.

In connection with the

Emergen transaction, we have secured rights to comprehensive “Work Product” Intangible assets essential for project development,

including but not limited to:

feasibility studies determining capacity and compatibility, establishing a production model of the project

parameters, identifying any curtailment for the project, power flow site verification and substation identification, permitting and regulatory

compliance documentation, engineering designs, equipment procurement plans, site preparation guidelines, and noting project specific

to positive feasibility studies is the process of legal formation, analyzing and negotiating site control/surface and materials, and

identifying engineering requirements for construction, identifying and negotiating interconnection to the grid, identifying tax abatements,

and identifying permitting and study requirements, and noting additional project specific challenges.

These assets provide a robust foundation

for advancing our projects through the development lifecycle efficiently and effectively.

We are in the process of negotiating grid interconnection

agreements, ensuring compliance with applicable grid codes and standards, registering our projects for market participation, and coordinating

with ISOs to align dispatch and grid service requirements.

In addition, we are actively engaging with these ISOs to address cybersecurity

compliance and to develop comprehensive monitoring and reporting frameworks, which are essential for maintaining operational integrity

and grid support.

Redbird and Wildfire projects are currently the most advanced within our portfolio and are ready to proceed to the financing and construction

We are actively pursuing project-level debt and equity financing to fund the construction and/or operationalization of these

Upon securing financing, of which there can be no assurance we will be able to do so or do so on terms favorable to us, we

intend to execute binding agreements with key counterparties, initiate site preparation activities, and commence construction in accordance

with our development timelines.

As part of the rights to the Work Product and continued development, we identify and negotiate with the

appropriate counterparts in the specific project, but do not enter into binding contracts until specific project financing is obtained

so as to not create liabilities before project financing is secured.

We recognize the importance of managing risks associated with project

development, including regulatory, technical, financial, and market risks.

Our approach involves conducting thorough feasibility studies,

engaging in proactive stakeholder consultations, and maintaining flexibility in project planning.

We do not enter into binding contracts

related to site control, equipment procurement, or construction until project-specific financing is secured, mitigating financial exposure.

The next steps for these projects will include executing contracts with key counterparties, purchasing equipment, and initiating the

construction process.

Our current project pipeline consists of multiple BESS initiatives, with an estimated development timeline spanning

eight to nine years.

The Redbird and Wildfire projects are prioritized, as they are closest to a ready-to-build status.

The current progress

of our portfolio of 23 BESS projects and 13 Solar Projects are included in the table below:

Energy LLC BESS Projects:

Projects (2) (3) (4)

Redbird BESS (1)

ERCOT-Houston

$ 160,000,000

Wildfire BESS (1)

$ 160,000,000

$ 100,000,000

TPLT 1-10 BESS

$ 160,000,000

WR Ranch TX BESS 1

$ 185,000,000

X-One Solar Ranch 1

$ 160,000,000

Dunton Ranch 1

$ 160,000,000

Aldahra Farm 1

$ 160,000,000

Aldahra Farm 2

$ 160,000,000

BL PJM BESS 1

BL PJM BESS 2

Gibbs Ranch BESS 1

DeSoto Parish

$ 185,000,000

Gibbs Ranch BESS 2

DeSoto Parish

$ 185,000,000

DeSoto Parish

$ 185,000,000

DeSoto Parish

$ 185,000,000

Neighbors BESS 1

DeSoto Parish

$ 185,000,000

$ 3,165,000,000

15% Engineering complete with 30% attainable in 45 days.

At Project Financing, Engineering will be with third party contractor.

and connection component procurement is expected to be 6 to 9 months after funding has been secured

Construction is expected to be 2-3 months, after funding is secured and battery and connection procurement arrives on site.

Project Financing is currently secured for these projects and no milestone will be achieved until financing is secured.

contractual arrangements have been executed with third parties to construct.

contractual arrangements have been executed with customers.

of Intent (LOI) for land lease originally executed but expired.

for land lease

and/or no permit required letter is estimated to be complete 90 - 150 days after funding is secured for the project.

This includes

This includes Jurisdictional Waters of U.S.

Delineation, Protected Species Habitat Assessment, Cultural Resources Review & Consultation,

FAA Filing, Approved Jurisdictional Determination Request, Wildlife Agency Consultation, Bird and Wildlife Conservation Strategy,

Unanticipated Discovery Plan (UDP), Final Interconnection Permit.

main components of the Estimated cost of the Project are (a) 75% Purchased Equipment including but not limited to batteries and electrical

interconnections, (b) 17% construction costs and labor for system set up, (c) 6% project financing costs and fees and (d) 2% milestone

development fees.

are targeting obtaining financing for 2 to 3 projects each fiscal year depending on respective project capital needs.

Wildfire projects are anticipated to be the first to be financed given they are closest to a ready to build status.

We will be maintaining

and moving forward the development status of the projects not yet funded by managing the various aspects of the project as required.

Funding is initially being sought from tier one lenders and alternative financing institutions currently funding renewable energy

We currently are focusing our efforts on the BESS projects for financing and operations and with the current project profile

expect to have an 8 to 9 year pipeline of existing BESS projects.

If for any reason a project is not developed or constructed due

to lack of funding we will either sell the project in its current development stage, partner with another group on that specific

BESS project or close down the project if it is no longer seen to be a viable project.

Energy LLC Solar Projects:

Solar Projects (1) (2) (3) (4) (5) (6) (11)

Redbird Solar

ERCOT-Houston

$ 125,000,000

$ 150,000,000

TPL EPE Solar

X-One Solar Ranch 3

X-One Solar Ranch 4

Aldahra Farm 1 Solar

$ 315,000,000

Aldahra Farm 2 Solar

$ 315,000,000

$ 2,056,000,000

Engineering complete with 30% attainable in 180 days.

At Project Financing, Engineering would be with third party contractor.

and connection component procurement is expected to be 6 to 9 months after funding has been secured

Construction is expected to be 2-3 months, after funding is secured and battery and connection procurement arrives on site.

Project Financing is currently secured for these projects and no milestone will be achieved until financing is secured.

contractual arrangements have been executed with third parties to construct.

contractual arrangements have been executed with customers.

of Intent (LOI) for land lease originally executed but expired.

for land lease

and/or no permit required letter is estimated to be complete 90 - 150 days after funding is secured for the project.

This includes

This includes Jurisdictional Waters of U.S.

Delineation, Protected Species Habitat Assessment, Cultural Resources Review & Consultation,

FAA Filing, Approved Jurisdictional Determination Request, Wildlife Agency Consultation, Bird and Wildlife Conservation Strategy,

Unanticipated Discovery Plan (UDP), Final Interconnection Permit.

main components of the Estimated cost of the Project are (a) 60% Purchased Equipment including but not limited to solar panels and

electrical interconnections, (b) 32% construction costs and labor for system set up, (c) 6% project financing costs and fees and

(d) 2% milestone development fees.

are focusing our project financing efforts on our BESS projects.

We will be maintaining and moving forward the development status

of the Solar projects by managing the various aspects of the project as required with minimal capital requirement.

If for any reason

a project is not developed or constructed due to lack of funding we will either sell the project in its current development stage,

partner with another group on that specific solar project or close down the project if no longer seen to be a viable project

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

The Company acquired Bitech Mining Corporation

(“BTM”) on March 31, 2022 pursuant to a Share Exchange Agreement.

Pursuant to the Share Exchange Agreement we acquired

an aggregate of 673,659 shares of BTM’s common stock representing 100% of the issued and outstanding shares of

BTM in exchange for an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible

Preferred Stock.

Effective June 27, 2022, each share of Series A Preferred Stock automatically converted into 0.385541 shares (an

aggregate of 3,469,866 shares) 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 to 1,000,000,000.

Upon conversion of the Series A Preferred

Stock, the former share owners of BTM held, in the aggregate, approximately 96% of the issued and outstanding shares of

the Company’s capital stock on a fully diluted basis.

Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered

the acquirer for accounting purposes.

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”)

used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic

services (collectively, the “QVH Business”).

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

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 BTM, the accounting acquirer, prior to the Share Exchange are considered our historical

financial results.

The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the

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

On January 28, 2025, the Company filed a Certificate of Amendment to its Certificate to Incorporation to:

a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share

for every 140 pre-split shares;

and (ii) to change the name of the Company to Bimergen Energy Corporation.

April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen in accordance with the MIPA whereby the Company

issued 1,587,300 unregistered shares of its common stock to Emergen’s sole member, C&C Johnson Holdings LLC (“C&C”)

in exchange for 100% of Emergen’s equity interests.

C&C is controlled by Cole Johnson who became our President and a director

following the Closing as well as the President of the Company’s BESS and Solar Divisions.

In addition, Emergen became a wholly-owned

subsidiary of the Company with C&C’s owning approximately 31.3% of the Company’s issued and outstanding shares of the

Company’s capital stock.

holds a portfolio of battery energy storage system (“BESS”) projects identified in the MIPA with a cumulative storage capacity

estimated at 1.965 gigawatts (GW) upon completion of the construction of such project (the “BESS Development Projects”) and

rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 1.640 GW upon completion of

construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively,

the “Development Projects”).

The Company agreed that following the Closing, the Company would take all commercially reasonable

steps necessary to uplist the Company to the NASDAQ stock exchange.

The Company’s uplist to NASDAQ in connection with the consummation

of the offering contemplated in this prospectus will satisfy the terms set forth in the Closing.

December 2023, Bimergen received an initial purchase order from a strategic customer to implement a Building

Energy Management System (BEMS) Virtual Power Plant (VPP) Program designed to save electricity for approximately 4,000 multi-dwelling

units (MDUs).

This customer is working with PJM, a Regional Transmission Organization (RTO) that coordinates the movement of wholesale

electricity in the District of Columbia in the U.S.

and all or parts of 13 states including Delaware, Illinois, Indiana, Kentucky, Maryland,

Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia.

We believe that our BEMS solutions can

benefit building owners who get paid by RTOs for energy saving bonuses, which is in alignment with federal reward programs initiated

Department of Energy (DoE).

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

temperature control options and comfort levels for tenants living in these MDUs.

As of the date of this filing, the customer has yet

to make the payment for us to commence production on this project and there has been no update since receipt of the purchase order.

following agreements were entered into on the date of Closing as provided for in the MIPA:

Management Services Agreement

the Closing, the Company and Emergen entered into a Project Management Services Agreement (the “PMSA”) with Energy Independent

Partners LLC (“Energy Independent Partners”), an entity owned or controlled by Mr.

Pursuant to the terms of the

PMSA, Energy Independent Partners is obligated to provide the following project management services in connection with the development

and operation of each of the Development Projects (collectively, the “Services”):

(i) assist as needed with qualifying the

Development Projects for financing;

(ii) assist as needed with obtaining all permits required for development of the Development Projects

which have sufficient rights to use all necessary real property, and for which the applicable draft interconnection agreement has been

received for the Development Projects (“RTB Status”);

and (iii) if Emergen foregoes the development of a Development Project,

Energy Independent Partners will assist the Company as needed with marketing the Development Project to a third party or develop and

retain the Development Project outside of Emergen.

The Issuer agreed to pay Energy Independent Partners the following fees for providing the Services:

Development Fees .

In consideration of the provision of the Services related to the BESS Development Projects, and subject to the

terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per BESS Development Project:

$0.035 per W for

each applicable BESS Development Project, subject to such BESS Development Project achieving sufficient project specific equity or debt

financing from third parties to fund the payment of the fees (“BESS Development Fees”).

Currently, the Company is focusing

on developing the BESS projects and the total fees related to all 23 of the BESS projects would be the $0.035 per watt multiplied by

the estimated capacity 1.965 GW (1,965,000,000 watts) or approximately $69 million.

Development Fees .

In consideration of the provision of the Services related to the Solar Development Projects, and subject to the

terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per Solar Development Project:

for each applicable Solar Development Project, subject to such Solar Development Project achieving sufficient project specific equity

or debt financing from third parties to fund the payment of the fees (“Solar Development Fees”).

The Solar projects still

in the Emergen portfolio have an estimated capacity of 1.640 GW and would have Solar Development Fees of approximately $57 million if

any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of:

unpaid project’s specific BESS Development Fees or Solar Development Fees defined in the PMSA agreement;

or (ii) 62.5% of the proceeds

less any project specific BESS Development Fees or Solar Development Fees paid previously.

Development Fees .

For each other renewable energy development asset held by the Company, which are neither BESS Development Projects

nor Solar Development Projects, located in the United States in which the Company engages during the term of the PMSA (the “Other

Development Projects”), the Company shall pay Energy Independent Partners the higher of either (a) fifty percent (50%) of the gross

margin or (b) $0.02 per watt in cash, subject to such Other Development Project achieving RTB Status (the “Other Development Fees”).

of Payment of Fees

BESS Development Fees shall be due and payable upon (i) Bitech, or any of its Affiliates, receiving project financing directly related

to and collateralized by BESS Projects, this specifically excludes any general public or private offerings by Bitech not directly related

to financing a BESS Project, and (ii) when a BESS Project’s financing funding terms is sufficient to pay the project specific Development

EIP will be paid on the same timing as the funding terms.

if the terms for development fees are 50% at acceptance,

40% RTB and 10% at COD then EIP will be paid as the project development fees are funded.

fees will be recorded as liabilities once the above contingencies and milestones are met, the most important being that of appropriate

project financing enabling payment of these fees.

of Payment Clause:

Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole W.

an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bimergen Energy, any remaining BESS Initial Fee

and Solar Initial Fee shall become due and payable.

A “Change of Control” shall be deemed to have occurred if, after the

Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person”

as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or

other fiduciary holding securities under an employee benefit plan of the Company);

(y) the merger or consolidation of the Company with

or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately

after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities

in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership

of the Company immediately prior to such merger or consolidation;

or (z) the sale or other disposition of all or substantially all of

the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s

assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by

shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of

the Company immediately prior to such sale or disposition.

any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of:

unpaid project’s specific BESS Development Fees or Solar Development Fees defined in Section 2.06;

or (ii) 62.5% of the proceeds

less any project specific BESS Development Fees or Solar Development Fees paid previously.

timing and other requirements for the payment of Other Development Fees shall be as agreed in writing by the parties to the PMSA via

an addendum to the PMSA prior to the parties undertaking such Other Development Projects.

to the terms and conditions of the PMSA, in addition to the other requirements therein, payment of the BESS Development Fees, the Solar

Development Fees and any Other Development Fees is further contingent upon Cole W.

Johnson (a) remaining an employee or consultant to

Emergen and/or the head of the BESS and Solar Division of the Company and/or (b) as an interest owner in the Energy Independent Partners

during the period of time in which the applicable BESS Development Fees, the Solar Development Fees or Other Development Fees are payable.

Subject to the foregoing, the BESS Development Fees, the Solar Development Fees or Other Development Fees are payable within ten (10)

days of satisfaction of the conditions to payment as discussed above.

for Sale of Development Projects .

In the event the Company decides not to proceed with any Development Project(s), the Company may

elect to sell such Development Project(s) to one or more third parties.

In such event, the Company and Energy Independent Partners agree

to a sales price for the applicable Development Project being sold, and provided that the parties to the PMSA agree that any sale agreement

for such Development Projects shall provide that the buyer thereof shall remain obligated to pay to Energy Independent Partners the BESS

Development Fees and/or the Solar Development Fee(s), as applicable, to the extent not already paid by the Company hereunder, unless

otherwise agreed upon by the Company and Energy Independent Partners.

Termination .

The PMSA may be terminated at any time prior to the expiration of its term:

(a) by the mutual written consent of the parties;

the Company if Energy Independent Partners has violated or breached any of the covenants or agreements of Energy Independent Partners

set forth therein, or any of the representations or warranties of Energy Independent Partners set forth in the PMSA has become inaccurate

or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by Energy Independent Partners,

within 20 business days after receipt by Energy Independent Partners of written notice thereof from the Company;

Partners if the Company or Emergen has violated or breached any of the covenants or agreements of the Company or Emergen set forth in

the PMSA, or any of the representations or warranties of the Company or Emergen set forth in the PMSA has become inaccurate or untrue,

which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by the Company or Emergen, within 20

business days after receipt by the Company of written notice thereof from Energy Independent Partners;

or (d) by any party, if a court

of competent jurisdiction or other governmental authority shall have issued an order or taken any other action permanently restraining,

enjoining or otherwise prohibiting the Combination or the transactions contemplated by the PMSA and such order or action shall have become

final and nonappealable.

Any of the Parties has a right to seek specific performance of the other parties’ obligations under the

PMSA in lieu of its right to terminate the agreement.

Indemnification .

Subject to certain limitations provided for in the PMSA, each of the parties to the PMSA mutually agreed to indemnify and hold harmless

each other and each of their affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders,

attorneys and agents and permitted assignees to the fullest extent permitted by applicable law, against and in respect of any and all

losses incurred or sustained by such party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged

breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the other party contained

in the PMSA or in any of the additional agreements or any certificate or other writing delivered pursuant hereto;

or (ii) any claim for

brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of the other party

or any of their representatives.

of the years ended December 31, 2024 and 2023.

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.

have generated no revenues from our primary business for the year ended December 31, 2024 and 2023.

the year ended December 31, 2024, we incurred $2,758,731 of general and administrative expenses compared to $927,726 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.

We define Working Capital as current assets

less current liabilities.

This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP.

This information is intended to provide investors with information about our liquidity.

companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

General and administrative expenses have increased during 2024 compared to 2023 as the Company began operations related to Emergen

(acquired April 2024, it’s BESS operation.)

the year ended December 31, 2024, a significant portion of general and administrative expenses was $1,246,182 of stock compensation

expenses compared to $378,559 for the same period in 2023.

Stock compensation expenses are related to stock awards and stock option

valuation over the life of the option.

a result of the foregoing, we had net loss of ($2,757,687) for the year ended December 31, 2024, compared to a net loss of ($920,418)

for the year ended December 31, 2023.

and Capital Resources

of December 31, 2023 and December 31, 2022, we had total current liabilities of $35,229 and $11,397, respectively, and current assets

of December 31, 2024 and 2023, we had total current liabilities of $1,756,985 and $35,229, respectively, and current assets

of $1,028,877 and $163,417, respectively, to meet our current obligations.

As of December 31, 2024, we had working capital of ($728,108),

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

a decrease of working capital of ($856,296) as compared to December 31, 2023, driven primarily by an increase deferred revenues, accounts payable and accrued expenses.

the year ended December 31, 2024, cash used in operations was ($349,833) which primarily included the net loss of ($2,757,687) 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.

offset by $1,246,182 related to stock compensation expense, the issuance of common stock for services of $79,209 and $943,500 increase in deferred revenue.

The Company received and recorded as deferred

revenue a $943,500 deposit payment from the Project Sale Agreement with Bridgelink for an estimated 2.425 GW of

Emergen’s estimated 3.840 GW of solar energy development projects.

The total amount to be received by Emergen for the projects

sold to Bridgelink is expected to be $19,400,000 unless certain of the projects are returned without development to the payment

We have paid EIP $250,000 during 2024 related to the $943,500 deposit and owe an additional $339,688 currently recorded

in due to related party.

EIP will be due 62.5% of the proceeds received related to the Project Sale Agreement.

If the remaining $18.5

million is received from the ultimate purchaser via Bridgelink we will owe EIP $11.5 million for their portion per the agreement.

have a history of operating losses.

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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.

and to fund the development projects.

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

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

4 unchanged sentences

were no material changes in or adoption of new accounting practices during the year ended December 31, 2024.

Accounting Policies

Note 2 of the accompanying notes to unaudited condensed consolidated financial statements, which note is incorporated herein by reference.

Accounting Estimates

management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,

which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP.

The preparation of

these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and

the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred

during the reporting periods.

On an ongoing basis, we evaluate our estimates and judgments, including, but not limited to, those related

to accrued research and development costs and stock-based compensation expense.

These estimates and assumptions are monitored and analyzed

by us for changes in facts and circumstances, and material changes in these estimates and assumptions could occur in the future.

estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent

from other sources.

Changes in estimates are reflected in reported results for the period in which they become known.

Actual results

may differ from these estimates under different assumptions or conditions.

our significant accounting policies are described in more detail in Note 2 to our financial statements included in Part II, Item 8 of

this Annual Report on Form 10-K, we believe that the following accounting estimates are those most critical to the judgments and estimates

used in the preparation of our financial statements.

measure stock-based option awards made to employees and non-employees based on the estimated fair value of the awards as of the grant

date using the Black-Scholes option-pricing model.

The model requires management to make a number of assumptions including common stock

fair value, expected volatility, expected term, risk-free interest rate and expected dividend yield.

Value of Common Stock — The fair market value of our common stock is based on its closing price on the OTC Listing as reported

on the date of the stock option grant.

Volatility — Expected volatility is estimated by studying the volatility of the prices of shares of common stock of comparable

public companies for similar terms.

We will continue to apply this process until enough historical information regarding the volatility

of our stock price becomes available.

Term — Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the

simplified method.

Interest Rate — The risk-free interest rate is based on the U.S.

Treasury zero-coupon bonds issued in effect at the time of grant

for periods corresponding with the expected term of the option.

Dividend — The Black-Scholes valuation model calls for a single expected dividend yield as an input.

To date, we have not declared

or paid any dividends and we do not expect to declare or pay any dividends in the future.

Tax Expense (Benefit)

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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