What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-05-30 compared with 2024-04-01 · 629 added, 432 removed, 137 unchanged (89% of the section changed)

9 unchanged sentences

of Independent Registered Public Accounting Firm

the Board of Directors and

of Bitech Technologies Corporation

on the Financial Statements

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

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

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

In our opinion, the financial statements

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

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

States of America.

To the Board of Directors and Shareholders

Energy Corporation

Opinion on the Consolidated Financial Statements

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

31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for

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

“consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as

of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years then ended December 31,

2024 in conformity with accounting principles generally accepted in the United States of America.

Company’s Ability to Continue as a Going Concern

5 unchanged sentences

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

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

consolidated financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion

on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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

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

22 unchanged sentences

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

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

through December 31, 2023.

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

regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these

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

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

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

issuance date.

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

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

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

Fortune CPA, Inc

for the Acquisition of Emergen and Related Project Management Services Agreement

described in Note 6 to the consolidated financial statements, in April 2024, the Company completed the acquisition of Emergen Energy

LLC (“Emergen”) pursuant to a Membership Interest Purchase Agreement (“MIPA”), and entered into a Project Management

Services Agreement (“PMSA”) with Energy Independent Partners LLC (“EIP”), an entity owned by a newly appointed

executive of the Company.

The acquisition involved the transfer of development-stage renewable energy projects, and the PMSA established

a framework for future development fee payments to EIP based on project milestones and third-party financing.

Company determined that the acquisition of Emergen did not constitute a business under ASC 805 and was accounted for as an asset acquisition.

The Company further concluded that the development fee payments under the PMSA did not represent contingent consideration, but rather

future compensation for services to be rendered, and were therefore excluded from the purchase price allocation.

identified the accounting for the acquisition of Emergen and the PMSA as a critical audit matter due to the complex and judgmental nature

of evaluating (i) whether the transaction met the definition of a business under ASC 805, (ii) whether the PMSA represented a separate

arrangement for future services or was in-substance deferred purchase price (i.e., contingent consideration), and (iii) the implications

of the Second Amendment to the PMSA executed in 2025 but made effective as of 2024.

These matters required a high degree of auditor judgment

and the involvement of professionals with specialized skills and knowledge in technical accounting.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s accounting for the acquisition of Emergen and the PMSA included the following:

obtained and read the MIPA, the PMSA, and subsequent amendments to assess the nature of the

rights transferred and the obligations created.

evaluated the Company’s accounting policy for business combinations and asset acquisitions.

assessed the Company’s conclusions regarding whether the development fee arrangements

met the definition of contingent consideration under ASC 805 or executory service arrangements

under other applicable guidance.

reviewed the legal opinion obtained by the Company regarding the enforceability and retroactive

effect of the PMSA amendment, and confirmed the intent of the parties through direct correspondence

with the counterparty to the PMSA.

assessed the adequacy of the Company’s related disclosures in the financial statements.

have served as the Company’s auditor since 2025.

TECHNOLOGIES CORPORATION

Ramirez Jimenez International CPAs

ENERGY CORPORATION

BALANCE SHEETS

1 unchanged sentence

Cash and cash equivalents

Prepaid expense

Deferred offering costs

Prepaid expenses and other current assets

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Intangible assets

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and accrued liabilities

Accounts payable and accrued

liabilities – related parties

Accounts payable and accrued

Deferred revenue

Total current liabilities

Commitments and Contingencies (See Notes 7 and 12)

Stockholders’ equity

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

Series A Convertible Preferred stock;

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

Preferred stock value

Preferred stock, $ 0.001

par value, 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Common stock:

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

value, 1,000,000,000 shares authorized, 5,121,384 and 3,460,459 shares issued and outstanding at December 31, 2024 and December 31,

2023, respectively

Additional paid-in capital

2 unchanged sentences

( 2,017,012 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’

liabilities and stockholders’ equity

accompanying notes are an integral part of the audited consolidated financial statements.

TECHNOLOGIES CORPORATION

ENERGY CORPORATION

STATEMENTS OF OPERATIONS

For the Year ended

the Year ended

COST OF REVENUE

3 unchanged sentences

LOSS FROM OPERATIONS

( 2,758,731 )

OTHER INCOME (EXPENSE)

Interest and Other Income

Interest Expense

Total Other Income (Expense)

LOSS BEFORE INCOME TAXES

BENEFIT (PROVISION) FOR INCOME TAXES

( 2,757,687 )

(PROVISION) FOR INCOME TAXES

$ ( 2,757,687 )

BASIC AND DILUTED LOSS PER SHARE

$ ( 920,418 )

AND DILUTED LOSS PER SHARE

WEIGHTED AVERAGE SHARES

accompanying notes are an integral part of the audited consolidated financial statements.

TECHNOLOGIES CORPORATION

ENERGY CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

of December 31, 2023

Preferred Stock

Stockholders’

Balances, January 21, 2021 (inception)

Balances, December

$ ( 1,096,594 )

Recapitalization

Common Stock for Services

Stock Option Compensation

Restricted Stock Awards

Series A Preferred Shares issued in Share Exchange

Shares issued upon conversion of Series A Preferred Stock

( 9,000,000 )

Cancelled Stock from SuperGreen

Sale of Common Stock

1 unchanged sentence

$ ( 2,017,012 )

Beginning balances, value

$ ( 2,017,012 )

Common Stock for Services

Stock Option Compensation

Restricted Stock Awards

Cancelled Stock from SuperGreen

( 51,507,749 )

Stock Based Compensation

Sale of Common Stock

Common Stock issued for Emergen Energy, LLC

Cancelled Stock from Litigation Settlement

( 2,757,687 )

Balances, December 31, 2024

$ ( 4,774,699 )

Ending balances, value

$ ( 4,774,699 )

accompanying notes are an integral part of the audited consolidated financial statements.

TECHNOLOGIES CORPORATION

ENERGY CORPORATION

STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,

Cash flows from operating activities:

ENDED DECEMBER 31,

Cash flows from operating

$ ( 2,757,687 )

$ ( 920,418 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment Write-off – Exclusive License

Common Stock issued for services

Stock Option Compensation

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

Cash flows from financing activities:

Cash from Sale of Common Stock, net

Recapitalization

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash Investing and Financing

Supplementary disclosure of cash flow information:

Interest paid

Adjustments to reconcile

net loss to net cash used in operating activities:

Common Stock issued for

Stock Compensation Expense

Changes in operating assets

and liabilities:

Prepaid expenses and other

Deferred revenue

Accounts payable and accrued

payable and accrued liabilities – Related Parties

Net cash used in operating activities

Cash flows from financing

Cash from Sale of Common

Offering Costs

Net cash provided by (used

in) financing activities

Net increase (decrease) in cash and cash

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Supplemental disclosure of non-cash Investing

and Financing Activities:

Common Stock cancelled related to litigation

settlement agreement – 18,396 Common Shares

Common Stock issued in exchange for 100 % equity

interest in Emergen Energy LLC – 1,587,300 Common Shares

accompanying notes are an integral part of the audited consolidated financial statements.

TECHNOLOGIES CORPORATION

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

Technologies Corporation (the “Company”, “we” or “us”) was incorporated under the laws of Delaware

on March 4, 1998.

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

of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate of Amendment to its Certificate

of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April

29, 2022 to change its corporate name to Bitech Technologies Corporation.

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

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

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

We plan to pursue

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

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

as a technology enabler in the green energy sector.

Our team has identified two highly competitive battery energy storage suppliers who

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

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

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

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

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

(CEMS), energy storage, and EV infrastructure.

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

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

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

Representative (“Sellers’ Representative”).

The transaction contemplated by the Share Exchange Agreement is hereinafter

referred to as the “Share Exchange”).

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

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

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

In consideration of the Bitech Mining

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

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

Each Bitech Mining Share shall be entitled

to receive 0.09543 shares of Series A Preferred Stock.

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

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

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

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

A Preferred Stock .

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

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

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

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

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

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

the acquirer for accounting purposes.

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

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

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

financial results.

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.

CRITICAL ACCOUNTING POLICIES

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

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

$ 2 million as of December 31, 2023.

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

If in the future we

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

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

No such growth in operations is presently

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

limitation a merger;

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

Our continued existence is dependent upon our ability

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

as needed, to fund our operations.

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

that are favorable to us and our existing stockholders.

Any expectation of future profitability is likely dependent upon our ability

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

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

The previous service revenues earned has resulted

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

of Consolidation

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

ENERGY CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND GOING CONCERN

Energy Corporation (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March

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

Mining Corporation, a Wyoming corporation (“BTM”), it filed a Certificate

Amendment to its Certificate of Incorporation, as amended

(the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate

name to Bitech Technologies Corporation.

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

(i) effect 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 2024, the Company acquired a portfolio of development-stage Battery Energy Storage System (BESS) and solar energy projects from

Emergen Energy LLC (“Emergen”).

The acquired portfolio includes 23 utility-scale BESS projects with an estimated cumulative

storage capacity of 1.965 gigawatts (GW) and 13 utility-scale solar energy projects with an anticipated cumulative generation capacity

of 1.640 GW (collectively, the “Development Projects”), subject to completion of development, construction, and interconnection

The Company became the sole project owner upon acquisition.

of the date of this filing, the Development Projects are in various stages of development and have not yet achieved commercial operation.

The Company expects that certain BESS projects may be colocated with solar projects, depending on site configuration and permitting.

February 3, 2025, the Company’s shareholders approved and the Company effected a reverse stock split of the shares of common stock

at a ratio of 1-for-140 (the “Reverse Stock Split”).

The number of authorized shares and par value per share were not adjusted

as a result of the Reverse Stock Split.

All references to shares, restricted stock awards, and options to purchase common stock, share

data, per share data, and related information contained in the financial statements have been retrospectively adjusted to reflect the

effect of the Reverse Stock Split for all periods presented.

Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going

concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

However, the Company

has incurred substantial recurring losses from continuing operations, negative cash flows from operations, and is dependent on additional

financing to fund operations.

We incurred a net loss of approximately $ 2.8 million and $ 0.9 million for the years ended December 31,

2024 and 2023.

As of December 31, 2024, the Company had cash and cash equivalents of approximately $ 0.2 million and an accumulated deficit

of approximately $ 4.8 million.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern

within one year after the date the financial statements are issued.

The consolidated financial statements do not include any adjustments

relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary

should the Company be unable to continue in existence.

The Company will need additional funding to sustain operations, satisfy existing

and future obligations and liabilities, and otherwise support the Company’s operations and business activities and working capital

Management’s plans include attempting to secure additional required funding through equity or debt financings if available,

seeking to enter into one or more strategic agreements regarding, or sales of development rights.

There is no assurance that the Company

will be successful in obtaining the necessary funding to sustain its operations or meet its business objectives.

SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Consolidation

The financial statements have been prepared in accordance with accounting

principles generally accepted in the United States (“GAAP”).

Any references in these notes to applicable guidance is meant

to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update

(“ASU”) of the Financial Accounting Standards Board (“FASB”).

accompanying consolidated financial statements include the accounts of Bimergen Energy Corporation.

and its wholly owned subsidiary,

Quad Video Halo, Inc.

All material intercompany transactions have been eliminated upon consolidation.

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

ASC 606, Revenue from Contracts with Customers, establishes

principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s

contracts to provide goods or services to customers.

The core principle requires an entity to recognize revenue to depict the transfer

of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange

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

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

Identify the contract

Identify the performance obligations

Determine the transaction price

Allocate the transaction price

Recognize revenue

Substantially

all of the Company’s revenue is derived from leasing equipment.

The Company considers a signed lease agreement to be a contract

with a customer.

Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of

the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term.

Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company

expects to be entitled in exchange for those services.

The Company typically satisfies its performance obligations in contracts with

customers upon delivery of the services.

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

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

Generally, payment

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

There are no returns and there is no allowances.

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

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

All estimates are based on the Company’s

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

Emergen Energy, LLC.

All significant intercompany transactions have been eliminated upon consolidation.

is recognized pursuant to ASC Topic 606, “Revenue from Contracts with Customers” (ASC 606).

Accordingly, revenue is recognized

at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services

to a customer.

This principle is applied using the following 5-step process:

the contract with the customer.

the performance obligations in the contract.

the transaction price.

the transaction price to the performance obligations in the contract.

revenue when (or as) each performance obligation is satisfied.

We determined the appropriate method by which we recognize

revenue by analyzing the nature of the products or services being provided as well as the terms and conditions of contracts or arrangements

entered into with its customers.

We account for a contract when it has approval and commitment from both parties, the rights of the parties

are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

contract’s transaction price is allocated to each distinct good or service (i.e., performance obligation) identified in the contract and

each performance obligation is valued based on its estimated relative standalone selling price.

We recognize the majority of its revenue at a point

in time when it satisfies a performance obligation and transfers control of the product to the respective customer.

The amount of revenue

that is recognized is based on the transaction price, which represents the invoiced amount and includes estimates of variable consideration

such as allowances for estimated customer discounts or concessions, where applicable.

The amount of variable consideration included in

the transaction price may be constrained and is included only to the extent that it is probable that a significant reversal in the amount

of the cumulative revenue recognized under the contract will not occur in a future period.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

On an ongoing basis, the Company evaluates its estimates and assumptions, including

those related to variable consideration, stock-based compensation, valuation of deferred tax assets and uncertain income tax positions.

Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the

circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amount

reported as revenue and expenses that are not readily apparent from other sources.

Actual results may differ materially from those estimates.

Project Sale Revenue Recognition

The Company has entered into agreements with third

parties for the sale of solar development projects.

These agreements may include an upfront, nonrefundable deposit and have milestone-based

consideration related to the development of the project by the purchaser.

Nonrefundable Upfront Deposits

Upfront deposits are non-contingent and nonrefundable.

These amounts are included in the transaction price and recognized as revenue at the point in time when milestones have been reported

by the purchaser covering the deposit amount received.

Control of the related project rights is transferred to the customer upon completion

and payment of the milestones for each project.

Transfer of control is determined based on the satisfaction of specified contractual milestones

(e.g., execution of site control, delivery of interconnection position, and funding confirmation).

The Company does not assess whether

the contract contains a significant financing component for upfront deposits when the period between the customer’s payment and

the transfer of control is expected to be one year or less.

Company has determined to recognize revenue upon the determination that the appropriate milestones have been met per the project sale contract and as non-refundable.

The Company will

relieve and charge to cost of sales the proportionate allocation of the intangible asset and the accrual of liabilities to EIP will follow

the matching principle of expenses recorded related to the timing of the revenues being recorded.

Milestone Based Consideration

Milestone payments represent variable consideration and are included

in the transaction price when it becomes probable that a significant reversal of revenue will not occur.

The Company evaluates each milestone

against the probability and measurability criteria under ASC 606 and includes such amounts in revenue only when achievement of the milestone

is deemed probable and the related deliverables have been substantially satisfied.

Value of Financial Instruments

accounts receivable, accounts payable, accrued liabilities and notes payable as reflected in the consolidated financial statements, approximates

Fair value estimates are made at a specific point in time, based on relevant market information and information about the

financial instrument.

These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore

cannot be determined with precision.

Changes in assumptions could significantly affect the estimates.

Cash, accounts payable, and accounts payable – related parties as

reflected in the consolidated financial statements, approximates fair value.

Fair value estimates are made at a specific point in time,

based on relevant market information and information about the financial instrument.

These estimates are subjective in nature and involve

uncertainties and matters of significant judgment and therefore cannot be determined with precision.

Changes in assumptions could significantly

affect the estimates.

and Cash Equivalents

4 unchanged sentences

have not experienced any losses on these deposits.

and Equipment

and equipment are carried at cost.

When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are

removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations.

Maintenance and repairs are charged to operating expenses as incurred.

Costs of significant improvements and renewals are capitalized.

and equipment consist of computers and equipment and are depreciated over their estimated useful lives of three years , using the straight-line

periodically review and evaluate long-lived assets when events and circumstances indicate that the carrying amount of these assets may

not be recoverable.

In performing our review for recoverability, we estimate the future cash flows expected to result from the use of

such assets and its eventual disposition.

If the sum of the expected undiscounted future operating cash flows is less than the carrying

amount of the related assets, an impairment loss is recognized in the consolidated statements of operations.

Measurement of the impairment

loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash

Concentrations

of Credit Risk

that expose us to credit risk consist primarily of cash and accounts receivable.

Our accounts receivable arise from a diversified customer

base and, therefore, we believe the concentration of credit risk is minimal.

We evaluate the creditworthiness of customers before any

services are provided.

We record a discount based on the nature of our business, collection trends, and an assessment of our ability

to fully realize amounts billed for services.

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

Offering Costs

offering costs consist of legal, accounting, and underwriter costs incurred through the balance sheet date that are directly related

to the offering and that will be charged to shareholders’ equity upon the completion of the offering.

As of December 31, 2024

and 2023, the Company had deferred offering costs of $ 222,497

and $ 0 , respectively.

To the extent that an intangible asset

is successfully developed into a revenue-generating asset, it will become a component of property, plant and equipment.

To the extent

that an intangible asset is not successfully developed into a revenue-generating assets, it will be considered impaired and charged to

operations at that time.

The estimation of the fair value of the projects requires significant management judgment with respect to revenue

and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate.

The estimates of the

fair value of the projects are based on the best information available as of the date of the assessment.

The use of different assumptions

would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge.

management uses its judgment in assessing whether assets may have become impaired between annual impairment tests.

such as adverse business conditions, economic factors and technological change or competitive activities may signal that an asset

has become impaired.

Concentrations of Credit Risk

Cash and cash equivalents are financial instruments that

potentially subject the Company to concentrations of credit risk.

As of December 31, 2024, the Company also had investments in money market

funds, corporate debt obligations and U.S.

Treasury bills, which can be subject to certain credit risks.

The Company mitigates the risks

by investing in high-grade instruments, limiting its exposure to any one issuer and monitoring the ongoing creditworthiness of the financial

institutions and issuers.

The Company has not experienced any material losses on its financial instruments and has full access to and

control over all of its cash and cash equivalents.

Based Compensation

account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors,

including employee stock options, based on estimated fair values.

Under authoritative guidance issued by the Financial Accounting Standards

Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the

date of grant using an option-pricing model.

The value of awards that are ultimately expected to vest is recognized as expense over the

requisite service periods in our consolidated statements of operations.

We use the Black-Scholes Option Pricing Model to determine the

fair-value of stock-based awards.

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

those periods.

account for income taxes in accordance with the liability method.

Under the liability method, deferred assets and liabilities are recognized

based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and

liabilities and their respective tax basis.

We establish a valuation allowance to the extent that it is more likely than not that deferred

tax assets will not be utilized against future taxable income.

Tax Positions

Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being

recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent).

Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical

merits, is more likely than not to be sustained upon examination by the relevant taxing authority.

Those tax positions failing to qualify

for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved

through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations.

De-recognition of a tax

position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely

than not threshold of being sustained.

are subject to ongoing tax exposures, examinations and assessments in various jurisdictions.

Accordingly, we may incur additional tax

expense based upon the outcomes of such matters.

When applicable, we will adjust tax expense to reflect our ongoing assessments of such

matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results.

ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability.

As a result, liabilities expected to be resolved without the payment of cash (e.g.

resolution due to the expiration of the statute of

limitations) or are not expected to be paid within one year are not classified as current.

Estimated interest and penalties are recognized

as income tax expense and tax credits as a reduction in income tax expense.

For the year ended December 31, 2023, we recognized no estimated

interest or penalties as income tax expense.

account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and

directors, including employee stock options, based on estimated fair values.

Under authoritative guidance issued by the Financial

Accounting Standards Board (“FASB”), companies are required to estimate the fair value or calculated value of

share-based payment awards on the date of grant using an option-pricing model.

The value of awards that are ultimately expected to

vest is recognized as expense over the requisite service periods in our consolidated statements of operations.

Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards and the market trading price for any restricted

stock awards on the day of grant.

We recognized $ 1,144,182

and $ 348,559

stock compensation related to stock options for the years ended December 31, 2024 and 2023, respectively.

We recognized $ 102,000

stock compensation related to restricted stock awards for the years ended December 31, 2024 and 2023, respectively.

The Company accounts for income taxes using the asset and

liability method;

under this method, deferred tax assets and liabilities are determined based on differences between financial reporting

and tax reporting basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect

when the differences are expected to reverse.

Realization of deferred tax assets is dependent upon future earnings, the timing and amount

of which are uncertain.

In evaluating the ability to recover its deferred income

tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning

and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

In the event the Company determines that it would be able

to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation

allowance that would reduce the provision for income taxes.

Conversely, if all or part of the net deferred tax assets are determined not

to be realizable in the future, an adjustment to the valuation allowance would be charged to the provision of income taxes in the period

when such determination is made.

Tax benefits related to uncertain tax positions are recognized

when it is more likely than not that a tax position will be sustained during an audit.

Tax positions that meet the more-likely-than-not

threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the

taxing authority.

Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

Costs and Contingencies

1 unchanged sentence

We expense these costs as the related services are received.

a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss.

the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce

the estimated loss if recovery is also deemed probable.

The Company recognizes a loss contingency when it is both probable that

a liability has been incurred and the amount of the loss can be reasonably estimated.

If the estimated loss is subject to potential recovery

from a third party, we assess the recoverability separately and recognize the amount of recovery only when realization is probable.

contingencies that are reasonably possible, but not probable, are disclosed when material.

Loss per Share

5 unchanged sentences

during the periods.

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

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

December 31, 2022 – No Potentially Dilutive

The Company had 219,643 and 123,215 options that were potentially outstanding

dilutive securities during the years ended December 31, 2024 and 2023, respectively

Accounting Pronouncements Not Yet Adopted

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on

Financial Instruments.

2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting

principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the

reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

In addition, ASU No.

amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires public entities, on an annual basis, to provide disclosure of specific categories

in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal

years beginning after December 15, 2024, with early adoption permitted.

The amendments in this ASU should be applied prospectively;

retrospective application is also permitted.

The Company is currently evaluating the impact from the adoption of this standard on the

Company’s financial statements.

In November 2024, the FASB issued ASU No.

2019-10 to amend the effective date for entities that had not yet adopted ASU No.

Accordingly, the provisions of ASU No.

2016-13 are effective for annual periods beginning after December 15, 2022, with early application

permitted in annual periods beginning after December 15, 2018.

The amendments of ASU No.

2016-13 should be applied through a cumulative-effect

adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.

Management is currently

evaluating the future impact of ASU No.

2016-13 on the Company’s consolidated financial position, results of operations and disclosures.

2024-03, Income Statement - Reporting

Comprehensive Income - Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The amendments in ASU 2024-03

require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements

for interim and annual reporting periods.

The objective of the disclosure requirements is to provide disaggregated information about a

public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects

for future cash flows, and (c) compare an entity’s performance over time and with that of other entities.

ASU 2024-03 is effective for

fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early

adoption permitted.

The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

STOCKHOLDERS’ EQUITY

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

to 1,000,000,000 shares.

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

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

of preferred stock with a par value of $ 0.001 per share.

Such amendment was filed on January 20, 2021.

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

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

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

On March 31, 2022, we

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

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

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

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

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

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

The shares vest 25 % on each April 18 commencing on April 18, 2023 so

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

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

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

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

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

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

(“FINRA”) confirmed that it had received the necessary

documentation to process the Company’s request to change its name and trading symbol previously disclosed in its Form 8-K filed

with the Securities and Exchange Commission on May 2, 2022.

The Company’s ticker symbol on the OTCQB tier of the OTC Markets Group.

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

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

for services provided to the Company.

total number of authorized shares of our common stock, par value $ 0.001 per share, was 1,000,000,000

As of December 31, 2024 and 2023, there were 5,121,384

and 3,460,459 common shares issued and outstanding, respectively.

The total number of authorized shares of our preferred stock, par value

$ 0.001 per share, was 10,000,000 .

There was no preferred stock outstanding as of December 31, 2024 and 2023.

Company issued 11,961 unregistered shares of its Common Stock valued at $ 58,221 during the year ended December 31, 2023 as payment for

services provided to the Company.

Company issued 10,715 of restricted securities awards valued at $ 30,000 during the year ended December 31, 2023 as payment for director

5 unchanged sentences

($ 4.20 -$ 5.60 per share)

INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

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

the year ended December 31, 2024 the Company sold 64,337 unregistered shares of its Common Stock to eight private investors for an aggregate

of $ 576,000 ($ 7.00 - $ 11.20 per share)

STOCK OPTIONS

of December 31, 2024 and December 31, 2023, there were 966,072 and 300,000 options

outstanding, respectively.

The Company does not have an adopted option plan and can issue stock options up to the amount of

authorized shares that are no t issued and outstanding as of December 31, 2024.

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

All non-qualified options are generally issued with an exercise

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

Options may be

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

Vesting schedules vary

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

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

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

The estimated fair value of options

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

All non-qualified options are generally issued with an

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

Options typically may be exercised up to ten years following the date of the grant, with vesting schedules determined by us upon

Vesting schedules vary by grant, with some fully vesting immediately upon grant to others that ratably vest over a period of

time up to five years.

Standard vested options may be exercised up to three months following date of termination of the relationship

unless alternate terms are specified at grant.

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

Forfeitures are accounted for as they occur.

The estimated fair value of options is recognized as expense on the

straight-line basis over the options’ vesting periods.

At December 31, 2024, we had approximately $ 4.6

$ 340,707 unrecognized stock-based compensation.

option transactions during 2023 and 2022 were as follows:

million unrecognized stock-based compensation related to stock options expected to be recognized over the next 2.2 years on a weighted average.

option transactions during the year ended December 31, 2024 were as follows:

OF STOCK OPTION TRANSACTIONS

December 31, 2024

Outstanding at Beginning of Year

Forfeited or Cancelled

( 5,000,000 )

Outstanding at End of Year

Outstanding and Vested

or Expected to Vest at End of Year

Options Exercisable at Year-End

Weighted-Average Fair Value of Options Granted During the Year

Black-Scholes option pricing model, used to estimate fair value of the option awards, requires the use of the following assumptions:

Fair value of common stock.

The fair value of the common stock is the Company’s closing price per share on the OTC listing

at the grant date.

Expected Term.

The expected term of options granted represents the period of time that the options are expected to be outstanding.

to the lack of historical exercise history, the expected term of the Company’s stock options has been determined by calculating

the midpoint of the contractual term of the options and the weighted-average vesting period.

Expected Volatility.

The expected stock price volatility assumption was determined by examining the historical volatilities for industry

peers, as the Company did not have any trading history for the common stock.

The Company will continue to analyze the historical stock

price volatility and expected term assumption as more historical data for the common stock becomes available.

Risk-Free Interest Rate.

The risk-free interest rate assumption is based on the U.S.

Treasury instrument whose term was consistent with

the expected term of the Company’s stock options.

The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in

the foreseeable future.

Consequently, an expected dividend yield of zero was used.

The fair value of options granted was estimated using the Black-Scholes valuation model using the following assumptions for the years

ended December 31, 2024 and 2023, respectively:

OF FAIR VALUE OF VALUATION ASSUMPTIONS

Expected volatility

Expected dividend yield

Expected term (in years)

Risk-free interest rate

fair value of options granted was estimated using the Black-Scholes valuation model using the following assumptions for the years ended

December 31, 2024 and 2023, respectively:

with respect to stock options outstanding and exercisable at December 31, 2024 is as follows:

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Options Outstanding

Options Exercisable

Outstanding and Vested or Expected to Vest

Exercise Prices

Outstanding at

December 31, 2024

Exercise Price

Exercisable at

$ 0.025 - $ 0.07

ACQUISITION OF BITECH MINING

March 31, 2022, the Company acquired 94,312,250 shares of Bitech Mining’s Common Stock in exchange for 9,000,000 shares of its

Series A Preferred Stock representing 100 % of the issued and outstanding shares of Bitech Mining.

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

the acquirer for accounting purposes.

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

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

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

financial results.

Combination of the Company and Bitech Mining is considered a business acquisition and the method used to present the transaction is the

acquisition method.

The acquisition method is a method of accounting for a merger of two businesses.

The tangible assets and liabilities

and operations of the acquired business were combined at their market value of the acquisition date, which is the date when the acquirer

gains control over the acquired company.

following table summarizes the consideration paid for Bitech Mining and the fair value amounts of assets acquired and liabilities assumed

recognized at the acquisition date:

OF FAIR VALUE OF ASSETS AND LIABILITIES

Purchase price

Total assets:

liabilities assumed

Net assets acquired

Purchase price in excess of net assets acquired

December 31, 2024

Remaining Contractual Life

Information with respect to stock options outstanding

and exercisable at December 31, 2023 is as follows:

Outstanding at

Aggregate intrinsic value represents

the difference between the fair value of the underlying common stock and the exercise price.

The intrinsic value of options outstanding

at December 31, 2023 was $ 1.0

The intrinsic value of options outstanding and vested or expected to vest and exercisable at December 31, 2024

million and $ 1.0

million, respectively.

The weighted-average grant date fair value of options granted for the years ended December 31, 2024 and 2023,

respectively.

No options were exercised during the year ended December 31, 2024 and 2023.

During preparation of the 2024 financial statements,

management discovered two immaterial errors in the 2023 results:

(i) stock-based compensation had been understated by $ 108,725 , and (ii)

$ 89,234 of costs originally shown as “common stock issued for services” should have been included in stock-based compensation.

The corrections were recorded through a revision rather than a re-issuance of prior statements because the combined effect was not material

to any period.

After the adjustments, stock-based compensation for 2023 totals $ 378,559 (previously $ 269,834 ), total operating expenses

are $ 927,726 (previously $ 819,001 ), and net loss is $ 920,418 instead of $ 811,693 .

Accumulated deficit at 31 December 2023 increases to

$ 2,017,012 (from $ 1,908,287 ), and basic and diluted loss per share for 2023 changes from $ 0.18 to $ 0.20 .

The revisions have no impact

on net cash used in operating activities;

the change simply reclassifies amounts within the operating section of the statement of cash

All share and per-share figures give effect to the 1-for-140 reverse stock split completed on 3 February 2025.

RESTRICTED STOCK AWARDS

Stock Award transactions during the years ended December 31, 2024 were as follows:

OF RESTRICTED STOCK AWARDS

Average Grant Date Fair Value

Unvested at Beginning of Period

Forfeited or Cancelled RSAs

Unvested at End of Period

At December 31, 2024, we had

approximately $ 2.4

million unrecognized stock-based compensation related to restricted stock awards.

The weighted average non-performance based will be recognized over the next 0.6 years.

ACQUISITION OF EMERGEN ENERGY LLC

On April 24, 2024 (the “Closing”),

Bimergen Energy Corp.

(the “Company”) acquired 100 % of the membership interests of Emergen Energy LLC (“Emergen”)

pursuant to a Membership Interest Purchase Agreement dated April 14, 2024 (as amended on April 24, 2024, the “MIPA”).

the Company issued 1,587,300 unregistered shares of common stock to C & C Johnson Holdings LLC (an entity controlled by Cole Johnson)

with a fair value of $ 22.2 million (based on the $ 14.00 closing price on April 24, 2024).

Emergen became a wholly-owned subsidiary;

Johnson simultaneously became President of the Company’s BESS and Solar divisions and a director of the Company.

Emergen, formed immediately prior to the transaction,

held only early-stage renewable-energy development rights and no liabilities or operating activities.

Accordingly, management concluded

the transaction is an asset acquisition rather than a business combination

At acquisition Emergen’s

assets consisted of 1.965 GW and 3.840 GW of BESS and Solar Projects, respectively.

Because the projects lacked substantive process or outputs,

the Company recorded the entire $ 22.2 million purchase price as indefinite-lived intangible assets (“Development Projects”)

and allocated the $ 22.2 million purchase price to the BESS and Solar portfolios based on relative fair values determined from project-level

discounted-cash-flow models corroborated by observable market pricing for comparable development assets.

The Company allocated $ 20.0 million

and 2.2 million to BESS and Solar Projects respectively as of the acquisition date.

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

On April 24, 2024 the Company and Emergen entered into a PMSA with Energy

Independent Partners LLC (“EIP”), an entity controlled by Cole Johnson, under which EIP provides development, permitting,

and financing-support services for each project.

On April 24, 2025 the parties executed Amendment No.

2 to the PMSA,

stated to be effective June 28, 2024 and governed by Delaware law.

Amendment 2 superseded Amendment 1 and eliminated the former Initial-Fee

and RTB-Fee construct, replacing it with a single “Development-Fee” model that is payable only when a project secures third-party,

project-specific financing.

The principal commercial terms now in effect are:

● BESS projects.

For each battery-storage project, the Company will owe EIP a development fee of $ 0.035 per watt once that specific

project secures third-party debt and/or equity financing sufficient to fund the fee.

Based on the current BESS portfolio capacity (approximately

1.965 GW), the aggregate exposure, if every project achieves financing, would be about $ 69 million.

● Solar projects.

For each solar-power project, the same rate—$ 0.035 per watt—applies, again only after project-specific

financing is in place.

Given the remaining solar capacity in the Emergen portfolio (roughly 1.640 GW), the maximum potential fees total

approximately $ 57 million.

● Other renewable projects.

For any future development projects that are neither BESS nor solar, the fee is the greater of (i) 50 percent

of gross margin or (ii) $ 0.02 per watt, payable once the project reaches ready-to-build (RTB) status.

Because the Company has no such

projects in its pipeline today, no aggregate cap is presently estimable.

Based on portfolio capacities;

actual fees depend on future financings

and may not be incurred.

● Sale-of-Project Clause – If a project is sold, EIP is entitled to the greater of unpaid Development Fees or 62.5 % of net sale

● Acceleration Clause – 62.5 % of unpaid fees accelerate within 90 days of (i) a change in control of the Company or (ii) removal

Johnson from his role.

● Termination & Indemnification – The PMSA may be terminated by mutual consent or for cause;

customary indemnities apply.

Because payment is contingent on future project-financing milestones,

no PMSA liabilities have been recognized as of December 31, 2024.

SOLAR PROJECTS

On May 30, 2024 Emergen

Energy LLC (“Emergen”) entered into a Project Sale Agreement (“PSA”) with Bridgelink Development, LLC (“Bridgelink”)

covering 2.425 GW of green-field solar projects (the “Greenfield Projects”).

Bridgelink simultaneously resold the projects

to an unrelated third-party purchaser (“Purchaser”).

Total consideration payable

to Emergen is $ 19.4 million, comprising:

● a non-refundable deposit of $ 0.9 million received in June 2024;

● $ 18.5 million in milestone payments—$ 5,000 per MW upon securing necessary land rights and $ 3,000 per MW upon the project reaching

ready-to-build (“RTB”) status.

There is no specified timetable for milestone achievement.

The deposit is

recorded as contract liability (deferred revenue).

Revenue (and related cost) will be recognized at a point in time when the

relevant milestones are achieved by the purchaser, which management expects within twelve months of year-end.

No milestone revenue was recognized in

2024 because the required conditions were not met.

Under the Project Management

Services Agreement (“PMSA”), Emergen remits 62.5 % of amounts received to Energy Independent Partners LLC (“EIP”),

an entity controlled by Cole Johnson, and retains 37.5 %.

Accordingly, $ 0.6 million of the June 2024 deposit was paid to EIP and capitalized

to project-related intangible assets;

the remaining $ 0.4 million remains deferred.

Additional EIP payments will be recorded only when

Bridgelink remits milestone proceeds.

Bridgelink may return a project, without refund, only if no milestone payment has yet been made

and the return occurs within seven years of the PSA’s effective date.

A December 31 2024 amendment clarified that all funds paid

to Emergen are non-refundable and limited the return option as noted above;

all other material terms remain unchanged.

RELATED PARTY TRANSACTIONS

until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092.

This office space encompassed

approximately 200 square feet and was provided to us at the rental rate of $ 1,000 per month under a month-to-month agreement with Northshore

Orthopedics, Assoc.

(“NSO”), a company owned by William Donovan, M.D., our former director and Chief Executive Officer.

rent included the use of the telephone system, computer server, and copy machines.

We discontinued paying rent in December 2021 due to

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

transactions described in Notes to the Financial Statements 6 and 7 were transacted with a now related party, Cole Johnson,

President and Director, as of the April 24, 2024 acquisition of Emergen Energy, LLC.

All negotiations related to these transactions

were prior to Cole Johnson being a related party to Bimergen.

Federal Corporate Income Tax

The Company’s effective income

tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows:

SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES AND EFFECTIVE TAX RATE

December 31, 2024

December 31, 2023

Income tax benefit at federal statutory rate

State income tax benefit, net of federal benefit

Change in valuation allowance

Income taxes at effective rate

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

1 unchanged sentence

OF DEFERRED TAX ASSETS AND LIABILITIES

Tax Operating Loss Carryforward - USA

Valuation Allowance - USA

Tax Operating Loss Carryforward

Valuation Allowance -

( 2,800,000 )

( 1,569,000 )

Deferred Tax Assets, Net

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

based segment.

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

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

from when it occurred.

Deferred Tax Assets,

A valuation allowance is required to be established when it is more likely

than not that all or a portion of a deferred tax asset will not be realized.

Realization of deferred tax assets is dependent upon future

earnings, the timing and amount of which are uncertain.

The Company has reviewed its positive and negative evidence and has concluded

that it is more likely than not that the net deferred tax assets will not be realized due to the cumulative losses incurred since inception;

therefore, the Company continues to maintain a valuation allowance.

The valuation allowance increased by $ 1.2 million and $ 0.5 million

during the years ended December 31, 2024 and 2023, respectively.

Pursuant to the Internal Revenue Code of 1986, as amended (“IRC”),

specifically Sections 382 and 383, the Company’s ability to use tax attribute carryforwards to offset future taxable income is limited

if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period.

The Company has not completed

an ownership change analysis pursuant to IRC Section 382 therefore the ability to offset taxable income in the future may be impacted

by ownership changes occurring prior to December 31, 2024.

If ownership changes within the meaning of IRC Section 382 occur in the future,

the amount of remaining tax attribute carryforwards available to offset future taxable income and income tax expense in future years may

be significantly restricted or eliminated.

Further, the Company’s deferred tax assets associated with such tax attributes could

be significantly reduced or eliminated upon realization of an ownership change within the meaning of IRC Section 382.

If eliminated, the

related asset would be removed from the deferred tax asset schedule, with a corresponding reduction in the valuation allowance.

Additionally,

limitations on the utilization of the Company’s tax attribute carryforwards can increase the amount of taxable income and current

income tax expense recognized.

Due to the existence of the valuation allowance, ownership change limitations that are not significant

may not impact the Company’s effective tax rate.

of December 31, 2024, we had federal net operating loss carryforwards for income tax purposes of approximately $ 2.8

million which expire after twenty years from when it occurred beginning in 2021.

We also have California net operating loss

carryforwards for income tax purposes of approximately $ 2.8

million which expire

after twenty years from when it occurred beginning in 2021.

11 SEGMENT INFORMATION

Company operates and manages its business as one reportable operating segment.

The Company’s CODM, the Chief Executive Officer, reviews internal financial information presented and decides how to allocate resources

based on net income (loss).

Net income (loss) is used for evaluating financial performance.

segment expenses include salaries and payroll, legal fees, stock based

compensation, audit costs, contract services, rent, and other administrative expenses.

The measurement of segment assets is reported on

the consolidated balance sheets as total assets.

The following table presents the significant segment expenses and other segment items

regularly reviewed by our CODM.

OF SEGMENT EXPENSES AND OTHER SEGMENT ITEMS

For the Year Ended

December 31, 2024

For the Year Ended

December 31, 2023

Cost of Goods Sold

Operating Expenses

Salaries and Payroll Expenses

Stock-based compensation

Contract Services

Other operating expenses

Total Operating Expenses

Loss (Income) from Operations

( 2,758,731 )

Interest Income and Other (Expenses), net

Net loss before Income Tax

$ ( 2,757,687 )

$ ( 920,418 )

12 COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims, legal actions,

and regulatory proceedings arising in the ordinary course of business.

In the opinion of management, after consultation with legal counsel,

the ultimate resolution of these matters is not expected to have a material adverse effect on the Company’s financial position,

results of operations, or cash flows.

SUBSEQUENT EVENTS

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

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

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

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

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

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

(the “Exchange Shares”).

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

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

consisting of:

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

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

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

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

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

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

“Solar Development Projects”).

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

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

of the Business Combination is contingent upon the parties entering into a definitive agreement which will contain certain conditions

to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital

Infusion”) prior to closing.

In addition, the definitive agreement is expected to include additional covenants, representations

and warranties that are customary of business combination agreements of this type including entering into the following agreements:

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

be overseen by the service provider.

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

BESS Development Projects .

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

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

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

and (ii) $0.03 per W shall be

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

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

(ii), the (“BESS Development Fees”).

Unique Solar Development Projects .

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

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

Other Development Projects .

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

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

Solar Development Projects .

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

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

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

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

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

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

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

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

$ 256,000 ($ 0.07 per share).

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

(i) effect 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.

The reverse stock split was effected on February 3, 2025.

April 20, 2025 the Company’s wholly owned subsidiary, Emergen Energy, LLC, executed a definitive agreement with RelyEZ Energy

Group to form a joint venture to develop, construct, and operate up to 2 GW of utility-scale battery-energy-storage projects (2- to 4-hour

BESS) in the United States through 2027.

RelyEZ has committed up to $ 50

million, including an initial $ 10

million funding within 10 days of closing.

The Company will contribute up to $ 12.5

million on a pro-rata basis after the first $ 10 million from RelyEZ.

and economics.

Until project refinancing, each project SPV will be owned 80 % by RelyEZ and 20 % by Emergen.

After refinancing, the

Company may repurchase RelyEZ’s interest at cost plus a 12 % annual return.

Four Texas projects totaling approximately 274 MW / 773 MWh (Redbird, Dos Rios, White Rock, and Oak Hill) are expected

to reach notice-to-proceed (NTP) within six months of closing.

of accounting evaluation.

This agreement was executed after December 31, 2024;

therefore, no amounts related to the joint venture

are reflected in the accompanying 2024 financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data