What changed in this filing

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Item 9A. Controls and Procedures

2025-05-30 compared with 2024-04-01 · 575 added, 491 removed, 198 unchanged (84% of the section changed)

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of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act, as of December 31, 2023.

Based on this evaluation, our principal executive officer and our principal

financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective

and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information

was accumulated and communicated to our principal executive officer and principal financial officer, in a manner that allowed for timely

decisions regarding disclosure.

management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (our

principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as

of December 31, 2024 (the “Evaluation Date”).

Disclosure controls and procedures are controls and other procedures designed

to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving its objectives, and necessarily applies judgment in evaluating the cost-benefit relationship of possible controls and procedures.

on their evaluation, our CEO and CFO concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective

to provide reasonable assurance that information required to be disclosed by us is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management,

including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

These conclusions were due to the

material weaknesses in our internal control over financial reporting described below.

Notwithstanding

the identified material weaknesses, management concluded that our financial statements included in this Annual Report on Form 10-K are

fairly stated, in all material respects, in accordance with U.S.

GAAP for each of the periods presented.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States.

Our internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements;

reasonable assurance regarding prevention or timely detection of unauthorized transactions.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with policies or procedures may deteriorate.

making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control – Integrated Framework and Internal Control over Financial Reporting – Guidance for Smaller

Public Companies.

management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023.

Based on this evaluation,

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

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

over financial reporting.

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

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

report in this annual report.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in the

2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO

Based on this evaluation, management concluded that our internal control over financial reporting was not effective

as of December 31, 2024, due to the following material weaknesses:

segregation of duties consistent with control objectives;

number of personnel with an appropriate level of U.S.

GAAP knowledge, experience, and ongoing training in the application of U.S.

GAAP and SEC disclosure requirements commensurate with our financial reporting requirements;

to appropriately design and maintain entity-level controls impacting the control environment, risk assessment, control activities,

information and communication, and monitoring activities to prevent or detect material misstatements;

qualified resources to ensure adequate oversight and accountability over the performance of controls, including retention of control

identification and assessment of risks impacting internal control over financial reporting;

evaluation and determination as to whether components of internal controls were present and functioning, particularly for management

review controls and activity-level controls across substantially all financial statement areas;

general controls over information systems supporting the financial reporting process;

controls over the completeness and accuracy of information used in the operation of control activities;

management review controls at a sufficient level of precision to detect material misstatements across substantially all financial

statement areas involving complex and judgmental accounting and disclosure matters.

of Independent Registered Public Accounting Firm

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to rules of the SEC that permit certain companies, including newly public companies, to provide only management’s

in Internal Control over Financial Reporting

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or are reasonably likely to materially affect, our internal control over financial reporting.

management, including our principal executive officer and principal financial officer, does not expect that its disclosure controls or

internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

In addition, the design of a control system must

reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within a company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally,

controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override

of the control.

The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may

Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected.

Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra

diligence must be exercised during the period these tasks are combined.

Limitations on Effectiveness of Controls

control over financial reporting has inherent limitations.

It may not prevent or detect all misstatements, and projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the

degree of compliance with policies and procedures may deteriorate.

Internal control systems are also subject to human error or intentional

circumvention.

Therefore, even effective internal controls can provide only reasonable assurance with respect to financial statement

preparation and presentation.

in Disclosure Controls and Procedures

OTHER INFORMATION

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.

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.

foregoing summary of the Definitive Agreement does no t purport to be complete and is qualified in its entirety by reference to the complete

text of that agreements, which is attached to this Annual Report on Form 10-K as Exhibit 10.33 and is hereby incorporated by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

directors and executive officers are as follows:

forth below is information concerning our directors, director nominees, executive officers and other key employees.

and Office(s)

Executive Officer, President and Chairman

Executive Officer and Chairman

Financial Officer and Director

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strategist, investor, and financial partner in the formation and growth of several emerging growth technology companies.

Benjamin specializes

Tran specializes

in cross-border M&A, private equity, merchant banking advisory and technology marketing.

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Venture Capital, a cleantech-focused private equity advisory firm since January 2021 to present.

Benjamin, at times, serves as senior

Tran, at times, serves as senior

advisor to several publicly traded companies.

From February 2021 to April 2022, Benjamin has served as Senior Capital Market Advisor

From February 2021 to April 2022, Dr.

Tran has served as Senior Capital Market Advisor

for Iveda Solutions, Inc.

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M&A and international business development.

From November 2018 to April 2021, Benjamin also co-founded and served as chairman of

From November 2018 to April 2021, Dr.

Tran also co-founded and served as chairman of

CBMD, Inc., a privately held physician-based CBD science company specializing in pain management.

Benjamin served as CFO of privately

Tran served as CFO of privately

held Stock Navigators, a leading software and educational training institution for technical traders from June 2018 to June 2019.

2014 to present, Benjamin has served as managing partner of United System Capital, a private equity advisory firm in Newport Beach, California.

Prior to United System Capital, Benjamin was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New

2014 to present, Dr.

Tran has served as managing partner of United System Capital, a private equity advisory firm in Newport Beach, California.

Prior to United System Capital, Dr.

Tran was managing partner of an Asia-based joint venture with Brean Murray Carret & Co., a New

York-based investment bank that has transacted over 100 IPOs/APOs/SPACs and raised over $4B for the U.S.

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spearheaded the organization to formulate a multi-functional investment banking service for emerging growth companies via globalization

Benjamin has been seasoned international consultant providing corporate development and interim senior management to small

Tran has been seasoned international consultant providing corporate development and interim senior management to small

and medium sized enterprises in Silicon Valley and the Asia Pacific region.

1 unchanged sentence

and executive advisor for several distressed companies, managing turn-around situations.

As a Silicon Valley high-tech veteran, Benjamin

As a Silicon Valley high-tech veteran, Dr.

brings over 20 years of diversified experience including mergers and acquisitions, venture management, strategic marketing, and international

3 unchanged sentences

management positions.

Benjamin received a Ph.D.

in Business Administration, a Masters in Business Administration from the University

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

Brilon, CPA – Mr.

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

on April 14, 2022.

He also has served as Chief Financial Officer for Iveda Solutions, Inc.

Tran received a Ph.D.

in Business Administration, an MBA from the University of Phoenix, Master of Science

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

We believe Dr.

Tran’s wealth

of credentials and experience make him well qualified to lead our company.

Johnson – Mr.

Johnson has served as our President and Board Director since April 24, 2024 upon a business combination with

Bridgelink Development LLC to acquire Emergen Energy LLC, an asset holder of an array of battery energy storage system and solar projects.

Johnson is a Principal and Chief Executive Officer of C&C Johnson Holdings LLC, a family office, engaged in solar and energy

storage project development, that he founded and built beginning in 2018.

Johnson’s role as CEO consisted of securing capital

for early-stage projects, negotiating and qualifying projects for project financing, acquiring strategic projects, and developing a variety

of projects promoting clean energy initiatives within strategic regions.

From 2012 to 2018, Mr.

Johnson was the Chief Executive Officer

of multiple service companies engaged in building and developing energy assets.

We believe Mr.

Johnson’s significant experience

in the energy sector make him well-qualified to serve as an officer and director of the Company.

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

14, 2022 and will resign his position as director effective upon the listing of the Company on a national securities exchange to ensure

compliance with the requirement to have a majority of independent directors on the Board.

He also has served as Chief Financial Officer

for Iveda Solutions, Inc.

IVDA) since December 2013.

also Iveda’s President from February 2014 to July 2018 and Treasurer from December 2013 to July 2018 and was appointed Treasurer

again on December 15, 2021.

Brilon served as Iveda’s Executive Vice President of Business Development from December 2013 to

February 2014 and as Iveda’s interim Chief Financial Officer and Treasurer from December 2008 to August 2010.

Brilon joined

New Gen Management Services, Inc.

in July 2017 as the CFO (subsequently becoming President and CFO of New Gen in July 2018).

was the President, Chief Financial Officer, Corporate Secretary, and Director of both Vext Science, Inc and New Gen until he resigned

in February 2020.

Brilon served as Chief Financial Officer and Executive Vice President of Business Development of Brain State Technologies,

a brainwave optimization software licensing and hardware company, from August 2010 to November 2013.

From January 2010 to August 2010,

Brilon served as Chief Financial Officer of MD Helicopters, a manufacturer of commercial and light military helicopters.

also served as Chief Executive Officer, President, and Chief Financial Officer of InPlay Technologies (NASDAQ:

NPLA), formerly, Duraswitch

DSWT), a company that licensed patented electronic switch technology and manufactured digital pen technology, from November

1998 to June 2007.

Brilon served as Chief Financial Officer of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental

Service Corp.

RRR) from 1995 to 1996, Chief Financial Officer and Vice President of Operations of DataHand Systems, Inc.

1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR) from 1986 to 1993.

Brilon is a certified public accountant and practiced

with several leading accounting firms, including McGladrey Pullen, Ernst and Young and Deloitte and Touche.

Brilon holds a Bachelor

of Science degree in Business Administration from the University of Iowa.

Trimarche, JD – Mr.

Trimarche has served as one of our directors since December 21, 2022.

He has practiced law for over

30 years in the areas of environmental and energy law and a wide range of other governmental and regulatory fields, as well as finance,

intellectual property, general commercial litigation, and strategic planning and risk avoidance.

His work focuses on emerging companies

in the renewable energy and cleantech industries where he identifies and evaluates early-stage companies seeking to go public, strategic

acquisition targets, strategic partnership opportunities, and other investment opportunities in the energy sector.

Greg’s experience

also covers federal and state energy and environmental regulatory programs, as well as the various governmental incentive programs relating

to the energy and utility industries.

Greg has been of counsel to the law firm Cooksey Toolen Gage Duffy Woog since 2017 and prior to

that has been engaged in the private practice of law since 1989.

In 2010, Greg co-founded Sustain SoCal (formerly, CleanTech OC), the

clean technology trade association for Orange County, California and served as its President and Chief Executive Officer from 2010 to

In additions, Greg is a frequent speaker at cleantech industry conferences.

Greg is a past member of the Board of Directors of

OCTANe (https://octaneoc.org), the fundraising and networking organization for Orange County’s technology industries.

2015, he has been an officer and director of GST Factoring, Inc.

(“GST”), a company formerly engaged in electronic payment

processing services to law firms that represented student loan debtors.

Greg earned a Bachelor of Arts in Political Science and Economics

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

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

various positions within our subsidiaries.

On January 2, 2004, we engaged Mr.

Sid Sung as our Chief Innovation Officer (CIO).

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

In this role, he will be leading Bitech’s

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

With a wealth of knowledge and initiatives

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

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

and broadband access technologies.

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

has led numerous successful and high-profile technology projects.

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

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

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

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

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

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

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

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

In 2013, Sid co-founded Connected

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

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

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

and sensors for European IOU Smart home application deployments.

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

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

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

and uControl (merged with iControl).

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

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

equipment with a focus on ISDN CPE solutions.

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

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

Under Sid’s leadership,

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

Sid earned a BS in Atmospheric Science from National

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

He was also Iveda’s President from February 2014 to July 2018 and

Treasurer from December 2013 to July 2018 and was appointed Treasurer again on December 15, 2021.

Brilon served as Iveda’s

Executive Vice President of Business Development from December 2013 to February 2014 and as Iveda’s interim Chief Financial Officer

and Treasurer from December 2008 to August 2010.

Brilon joined New Gen Management Services, Inc.

in July 2017 as the CFO (subsequently

becoming President and CFO of New Gen in July 2018).

Brilon was the President, Chief Financial Officer, Corporate Secretary, and

Director of both Vext Science, Inc and New Gen until he resigned in February 2020.

Brilon served as Chief Financial Officer and Executive

Vice President of Business Development of Brain State Technologies, a brainwave optimization software licensing and hardware company,

from August 2010 to November 2013.

From January 2010 to August 2010, Mr.

Brilon served as Chief Financial Officer of MD Helicopters,

a manufacturer of commercial and light military helicopters.

Brilon also served as Chief Executive Officer, President, and Chief

Financial Officer of InPlay Technologies (NASDAQ:

NPLA), formerly, Duraswitch (NASDAQ:

DSWT), a company that licensed patented electronic

switch technology and manufactured digital pen technology, from November 1998 to June 2007.

Brilon served as Chief Financial Officer

of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental Service Corp.

RRR) from 1995 to 1996, Chief Financial

Officer and Vice President of Operations of DataHand Systems, Inc.

from 1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR)

from 1986 to 1993.

Brilon is a certified public accountant and practiced with several leading accounting firms, including McGladrey

Pullen, Ernst and Young and Deloitte and Touche.

Brilon holds a Bachelor of Science degree in Business Administration from the University

The Company believes Mr.

Brilon’s extensive experience in finance leadership roles with public companies makes him well-qualified

to serve as an officer and director of the Company.

Potter has served our board as an Independent Director since October 15, 2024.Mr.

Potter has over 35 years

of experience as an executive in technology companies with a focus on emerging growth companies, and competencies in business development,

capital formation, and marketing/digital marketing.

Mr Potter is the Founder/CEO of Gainey Capital since 2022, Mr.

Potter founded and

was CEO of Certive Solutions Inc.

(OTCQB:CTVEF) from to 2011-2023.

Potter was CEO of InPlay Technologies (NASDAQ) (2008 - 2010) Mr.

Potter was the VP of Business Development for Pixtronix, a Kleiner Perkins / Atlas Ventures VC backed startup (2005-2010).

was VP of Business Development at International DisplayWorks (NASDAQ), until it was acquired by Flextronics (NASDAQ).

Senior Vice President at Three Five Systems (NYSE), prior to its sale to International DisplayWorks.

Potter holds a Bachelor of Science

Degree in Mechanical Engineering from Northeastern University in Boston, and an MBA from Arizona State University.

The Company feels

Potter’s extensive managerial and other experience running public companies will make him a valuable member of the board of

Stock, CPA, MBA - Mr.

Stock has served our board as an Independent Director since October 15, 2024.

He is a highly experienced

and strategic executive who has had a successful career spanning over 30 years.

With a diverse background in both publicly traded, privately

held, and family-owned businesses, he has served as a Chief Financial Officer for companies with revenues ranging from $50 million to

$300 million and workforces of 225 to 1,000+ employees.

His industry experience includes financial services, auto hauling, retail, construction,

manufacturing, and digital marketing and advertising.

Stock’s expertise lies in various aspects of accounting and finance as

well as operations, including financial modeling, cash flow management, administrative oversight, risk management, capital raising, banking

and investor relations, and general corporate development.

Since May 2023, Mr.

Stock has served as the Chief Financial Officer of Hansen

& Adkins Auto Transport, Inc., from January 2020 to May 2023, he served as the Chief Financial Officer of Tinco Sheet Metal.

Stock was Chief Financial Officer for Howard’s Appliances in Southern California from 2018 to 2019, Mr.

Stock was Chief Financial

Officer for Lifescript the largest women’s health and digital media company from 2003 – 2017, and prior to that held the

Chief Financial Officer position at HomeAcess MicroWeb [Nasdaq:

GLDI] from 2001 – 2003 and prior to that was Senior Vice President

and Chief Financial Officer at Consumer Portfolio Services [Nasdaq:

CPSS] from 1994 - 2001.

He also worked as a Senior Associate at Coopers

& Lybrand (now PWC).

Stock is an active CPA and holds an MBA from Pepperdine University, BS in Accounting from California Polytechnic

University in Pomona, California and has completed Villanova University’s Six Sigma Green Belt program.

The Company believes Mr.

Stock is well-qualified to serve as a director due to accounting and financial expertise and managerial experience.

Bannerman – Mr.

Bannerman has served our board as an Independent Director since November 1, 2024.

Bannerman has over 35

years of experience as a technology executive in energy and telecommunications companies.

Founding Partner, CEO, Denrgy Inc., Jan 2023

– Present, Miami, Florida, Denrgy develops district and municipal scale resilient renewable energy networks which make facilities

and communities more resilient to extreme weather events and deliver economic, employment and environmental benefits to the investors

and customers they serve.

Founder & Director, ArcStar Energy, Jan 2007 - Mar 2023, New York, NY & Miami, FL.

ArcStar Energy is

a renewable energy project advisory, M&A and managed development services company.

Founder & CEO, MicroGrid Networks, LLC, Jan

2018 - May 2022, New York, NY, MGN develops and operates advanced large scale renewable microgrids which integrate with and serve utility

networks in New York City.

Verso Technologies, CEO & President, Nov 2003 - Jun 2006, A multinational manufacturer of advanced distributed

power and communications network technologies for public utilities and competitive operators.

SVP & CTO, NAP of the Americas, Jan

2000 - Oct 2003, Miami, FL, Responsible for design, engineering, construction and operation of the facility, technology and services

of the first privately-developed Network Access Point (NAP) one of the core hubs and exchanges for international telecommunication traffic

and revenue in the global Internet, Founder and Managing Director, IXS, 1997 – 1999, China, Co-founded and led this early international

Internet network operator providing services between businesses in mainland China, Taiwan, Hong Kong and USA markets.

Founder and President,

DSP.COM, 1993 – 1996, San Francisco Bay Area, Founded and led this early commercial Internet Service Provider serving Northern

VP Business Development, Bell Canada International, Oct 1980 - Mar 1996, Multiple international executive leadership positions

in market penetrations and first deployments of large-scale distributed communications and power networks for this global leader in management

consulting, engineering and project management operating in deregulating markets worldwide.

Undergraduate studies in business and finance

at Mohawk College of Applied Arts & Technology in Ontario Canada.

Postgraduate studies at Bell Laboratories, Ottawa Canada.

Bannerman’s significant experience in the energy sector make him well-qualified to serve as a director of the Company

Relationships

are no family relationships among any of our directors, director nominees or executive officers.

of Directors and Executive Officers

number of directors of the Company shall be not less than two nor more than seven.

Each of our directors holds office until the next

annual meeting of shareholders and until his or her successor shall have been elected and qualified, until his or her resignation, or

until his or her office is otherwise vacated in accordance with our certificate of incorporation.

officers are elected by and serve at the discretion of the board of directors.

in Certain Legal Proceedings

of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item

401(f) of Regulation S-K in the past 10 years except as follows:

August 2020, in connection with an action by the Bureau of Consumer Financial Protection (the “Bureau”) against GST, Mr.

Trimarche and others, Mr.

Trimarche consented to a permanent restraining order and ban on his participation in the debt-relief business,

a ban on telemarketing consumer financial products or services, collecting payments from and providing assistance for consumers, use

of consumer information, pay a $25,000 fine and cooperate with the Bureau in connection with its investigation and litigation related

to this matter (the “Final Judgment”).

Trimarche denied any wrong doing in this lawsuit and consented to the Financial

Judgment to avoid the substantial costs involved in protracted litigation.

401(f) of Regulation S-K in the past 10 years.

and Board Qualifications

5 unchanged sentences

processes, challenges, and strategies.

and Terms of Office of Officers and Directors

board of directors is comprised of three directors.

Each director is elected at our annual meeting of stockholders and holds office for

one year, or until his successor is elected and qualified.

Our officers are elected by the board of directors and serve at the discretion

of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices

set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a President, Vice Presidents, Secretary,

Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.

of our Board of Directors

securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently

otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent”

directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

board does not have standing audit, compensation or nominating committees.

The board does not believe these committees are necessary

based on the size of our company, the current levels of compensation to our corporate officers and the ownership by our executive officers

and directors which gives them control over all matters submitted to a vote of our stockholders.

The board will consider establishing

audit, compensation and nominating committees and the appointment of independent directors at the appropriate time.

entire board of directors participates in the consideration of compensation issues and of director nominees.

Candidates for director

nominees are reviewed in the context of the current composition of the board and our operating requirements and the long-term interests

of its stockholders.

In conducting this assessment, the board of directors considers skills, diversity, age, and such other factors as

it deems appropriate given the current needs of the board and our company, to maintain a balance of knowledge, experience and capability.

board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve

compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate

and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with

regard to particular recommended candidates.

Qualifications

believe that each of the members of our board of directors has the experience, qualifications, attributes and skills that make him suitable

to serve as our director, in light of the nature of our operations.

See above under the heading “Management” for a description

of the education and experience of each director.

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

business skills, including financial and strategic planning;

and management experience.

Trimarche specific qualifications, experience, skills and expertise include:

business skills, including financial and strategic planning;

and business acquisition experience.

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

business skills, including financial and strategic planning;

and financial reporting expertise;

and management experience.

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

Leadership Structure and Board’s Role in Risk Oversight

board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal

source of risk falls into two categories, financial and product commercialization.

The board oversees management of financial risks;

and regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each.

board regularly reviews plans, results and potential risks related to our business.

The board is also expected to oversee risk management

as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether

our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material

adverse effect on the Company.

Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own beneficially more than

ten percent of our common stock, to file reports of ownership and changes of ownership with the SEC.

Based solely upon a review of Forms

3, 4 and 5 and amendments thereto filed electronically with the SEC during the fiscal year ended December 31, 2023, we believe that the

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

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

Tran of one Form 4 filing reporting one transaction during

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

Trimarche of a Form 3 during 2022, (iii)

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

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

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

officer or controller, and persons performing similar functions.

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

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

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

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

Bitech Technologies Corporation, 895 Dove Street,

Suite 300, Newport Beach, CA 92660.

maintain a separately-designated standing audit committee.

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

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

is independent.

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

as defined in Item 5(d)(5) of Regulation S-K.

The primary purpose of the Audit Committee is to oversee our accounting and financial reporting

processes and audits of our financial statements on behalf of the board of directors.

The Audit Committee meets privately with our management

and with our independent registered public accounting firm and evaluates the responses by our management both to the facts presented

and to the judgments made by our outside independent registered public accounting firm.

of Directors and Board Committees

board of directors consists of five directors, three of whom are independent as such term is defined by.

We have determined that Montgomery

Bannerman, Van H.

Potter and James L.

Stock satisfy the “independence” requirements under.

have established three committees under the board of directors:

an audit committee, a compensation committee and a nomination and corporate

governance committee, and adopted a charter for each of the three committees.

Copies of our committee charters are posted on our corporate

investor relations website.

committee’s members and functions are described below.

Our audit committee consists of Montgomery Bannerman, Van H.

Potter and James L.

Stock is the chair

of our audit committee.

The audit committee will oversee our accounting and financial reporting processes and the audits of the financial

statements of our company.

The audit committee is responsible for, among other things:

the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

with the independent auditors any audit problems or difficulties and management’s response;

the annual audited financial statements with management and the independent auditors;

the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and

control major financial risk exposures;

and approving all proposed related party transactions;

separately and periodically with management and the independent auditors;

compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to

ensure proper compliance.

Our compensation committee consists of Montgomery Bannerman, Van H.

Potter and James L.

Potter is the

chair of our compensation committee.

The compensation committee will be responsible for, among other things:

and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive

and recommending to the shareholders for determination with respect to the compensation of our directors;

periodically and approving any incentive compensation or equity plans, programs or similar arrangements;

compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s

independence from management.

and Corporate Governance Committee.

Our Nominations and Corporate Governance committee consists of Montgomery Bannerman, Van H.

Potter is the chair of our Nominations and Corporate Governance committee.

The nominating and corporate

governance committee is responsible for, among other things, (i) determining the qualifications, qualities and skills required to be

a director of the Company and evaluating, selecting and approving nominees to serve as directors, (ii) periodically reviewing, assessing

and making recommendations for changes to the Board of Directors and its committees and (iii) overseeing the process for evaluation of

the Board of Directors.

Pursuant to the nominating and corporate governance committee charter, the nominating and corporate governance

committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the nominating and corporate

governance committee.

In addition, the nominating and corporate governance committee has unrestricted access to and assistance from our

officers, employees and independent auditors and the authority to employ experts, consultants and professionals to assist with performance

of their duties.

The nominating and corporate governance committee is also responsible for establishing procedures regarding director

nominees put forward by stockholders.

The committee is also responsible for establishing procedures for shareholder communications with

the Board of Directors.

of Business Conduct and Ethics

have adopted a code of business conduct and ethics which is applicable to all of our directors, executive officers and employees.

of the code of business conduct and ethics will be posted on our corporate investor relations website prior to our listing on Nasdaq.

EXECUTIVE COMPENSATION

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principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2024,

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

at December 31, 2021, and

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

an executive officer at December 31, 2021.

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

Summary Executive Compensation Table

and Principal Position

Other Compensation ($)

and 2023 Summary Executive Compensation Table

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation

All Other Compensation

Benjamin Tran

CEO, President and Director

President and Director

CFO and Director

fiscal 2024, Mr.

Tran will be paid a salary by the Company in the amount of $12,500 per month and Mr.

Brilon will be paid a consulting

fee at the approximate rate of $4,500 per quarter depending on the amount of time he devotes to providing services on behalf of the Company.

There is no written agreement to pay Mr.

Tran this compensation.

April 24, 2024, the Company entered into employment agreements (“Employment Agreements”) with two of its executive officers

and directors:

Benjamin Tran (Chief Executive Officer and Chairman of the Board) and Cole Johnson (President of the Company’s BESS

and Solar Division and a Director) and on May 3, 2024 the Company entered into an Employment Agreement with Robert J.

Brilon (Chief Financial

Officer and Director).

Employment Agreements all provide for a term of five years that may be terminated by the Company for death or disability and with or

without cause, by the executive with or without good reason, or mutually terminated by the parties.

If the Employment Agreements are

terminated without cause by the Company or for good reason by the employee, the Company is obligated to pay the terminated person the

balance of their base salary for the remainder of the term in a lump sum and any equity grant made to such person shall automatically

If the Employment Agreement is terminated for cause by the Company, the terminated person shall be entitled to their Base Salary

through the date of termination.

In the event that a change of control occurs during the term of the Employment Agreements, any unvested

portion of any equity grants which includes the stock options discussed below, shall, to the extent not already vested, be deemed automatically

vested without any further action of the parties to the Employment Agreements.

Executive Agreements provide respectively for a base salary of $240,000 for Mr.

Tran and an award of stock options to purchase 142,858

shares of the Company’s common stock pursuant to the Option Award Agreement discussed below, and a $240,000 base salary for Mr.

Brilon and an award of stock options to purchase 71,429 shares of the Company’s common stock pursuant to the Option Award Agreement

discussed below a $200,000 base salary for Mr.

Johnson and an award of stock options to purchase 485,715 shares of the Company’s

common stock pursuant to the Option Award Agreement discussed below, as well as possible annual discretionary bonuses determined by the

The base salary for Mr.

Brilon will begin upon uplisting to a national stock exchange.

April 24, 2024, the Company entered into Option Agreements with executive officers:

Benjamin Tran (Chief Executive Officer and Chairman

of the Board) and Cole Johnson (President of the BESS and Solar Division and a Director), respectively and on May 3, 2024 the Company

entered into an Option Agreement with Robert J.

Brilon (Chief Financial Officer and Director).

respective Option Agreement grants to each of the following persons options to acquire shares of the Company’s common stock, to

vest as set forth in the Option Agreement, as follows:

Tran – 142,858 options;

Johnson – 485,715 options;

Brilon – 71,429 options.

Prices and Vesting.

The Exercise Prices for the Options are as follows:

(a) for the first 1/5th of the granted Options, $70.00 per share

of Common Stock which may be exercised on or after the first annual anniversary of the Award Date;

(b) for the second 1/5th of the granted

Options, $105.00 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award Date;

the third 1/5th of the granted Options, $140.00 per share of Common Stock which may be exercised on or after the third annual anniversary

of the Award Date;

(d) the fourth 1/5th of the granted Options, $175.00 per share of Common Stock which may be exercised on or after the

fourth annual anniversary of the Award Date;

and (e) for the final 1/5th of the granted Options, $210.00 per share of Common Stock which

may be exercised on or after the fifth annual anniversary of the Award Date.

April 19, 2022, the Company and Mr.

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Compensation for Mr.

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

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

Brilon is providing services

to the Company or one of its subsidiaries.

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

Compensation for Mr.

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

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

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

$0.025 per share.

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

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

Brilon is providing services

to the Company or one of its subsidiaries;

provided, however, the vesting is subject to acceleration

such that if Mr.

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

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

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

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

Stock Option in the year of termination shall vest.

The Stock Option may be exercised for

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

member of the Company’s board of directors.

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

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

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

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

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

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

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

would have vested in the following year.

In the event the recipient’s service is terminated

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

the year of termination shall vest.

The Stock Option may be exercised for the earlier of

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

Company’s board of directors.

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

on December 31, 2023 so long as Mr.

Brilon is providing services to the Company or one of

its subsidiaries.

February 13, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 35,715 shares of the Company’s

Common Stock at an exercise price of $ 3.50 per share.

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

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

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

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

Brilon is terminated from his role without cause (as defined

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

that would have vested in the following year.

In the event Mr.

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

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

The Stock Option may be exercised for the earlier of (1) ten years

from grant date or (2) five (5) years after termination as a member of the Company’s board of directors.

April 3, 2023 a grant of a nonstatutory stock option (the “Stock Option”) to purchase 35,715 shares of the Company’s

Common Stock at an exercise price of $ 4.20 per share.

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

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

provided, however, the vesting

is subject to acceleration such that if the recipient is terminated from his role without cause (as defined in the Stock Option)

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

vested in the following year.

In the event the recipient’s service is terminated with cause, the number of shares subject to

the Stock Option awarded to such recipient in the year of termination shall vest.

The Stock Option may be exercised for the earlier

of (1) ten years from grant date or (2) five (5) years after termination as a member of the Company’s board of directors.

November 27, 2023 an award of 3,572 shares of restricted common stock, of which 100% vested on December 31, 2023.

Equity Awards at Fiscal Year End

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

(#) unexercisable

have not vested (#)

shares that have not vested ($) (2)

of securities underlying unexercised options (#) exercisable

of securities underlying unexercised options (#) unexercisable

exercise price ($)

expiration date (1)

of shares that have not vested (#)

value of shares that have not vested ($) (2)

Benjamin Tran.

CEO, President and Director

2/13/2033 (3)

CEO and Director

CFO and Director

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

the termination as a member of the board of directors.

the termination.

market value was computed by multiplying the closing market price of common stock on December 31, 2024 ($9.80) by the number of restricted

7 unchanged sentences

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

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

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

unvested options vest on April 3, 2024 so long as the recipient of the award is providing

services to the Company or one of its subsidiaries;

provided, however, the vesting is subject

to acceleration such that if the recipient is terminated from his role without cause (as

defined in the Stock Option).

Prices and Vesting.

The Exercise Prices for the Options are as follows:

(a) for the first 1/5th of the granted Options, $70.00 per

share of Common Stock which may be exercised on or after the first annual anniversary of the Award Date;

(b) for the second 1/5th

of the granted Options, $105.00 per share of Common Stock which may be exercised on or after the second annual anniversary of the Award

(c) for the third 1/5th of the granted Options, $140.00 per share of Common Stock which may be exercised on or after the third

annual anniversary of the Award Date;

(d) the fourth 1/5th of the granted Options, $175.00 per share of Common Stock which may be exercised

on or after the fourth annual anniversary of the Award Date;

and (e) for the final 1/5th of the granted Options, $210.00 per share

of Common Stock which may be exercised on or after the fifth annual anniversary of the Award Date.

following table sets forth all compensation paid to or earned by each of our directors during fiscal year 2024, except for compensation

12 unchanged sentences

the fiscal year ended December 31, 2024, which are included elsewhere in this Annual Report.

On December 21, 2022, the Company and Mr.

Trimarche entered into an Independent

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

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

The Independent Contractor

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

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

December 21, 2022, as Compensation for Mr.

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

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

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

The Stock Option vests as to 20 % of

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

Trimarche is providing services to the Company

or one of its subsidiaries;

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

Trimarche is terminated from

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

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

In the event Mr.

Trimarche’s service as

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

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

April 3, 2023, as Compensation for Mr.

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

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

per share (the “Stock Option”).

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

April 3, 2024, so long as Mr.

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

provided, however, the vesting

is subject to acceleration such that if Mr.

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

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

vested in the following year.

In the event Mr.

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

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

The value of the option awards will be recorded in the

year that they vest.

November 27, 2023, as Compensation for Mr.

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

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

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

On October 22, 2024 Mr.

Trimarche resigned as a board member.

Policies and Practices as they Relate to Risk Management

24 unchanged sentences

below are currently fully vested and exercisable.

Address of Beneficial Owner

146,445,031 (2)

Name and Address

of Beneficial Owner

1,046,037 (2)

Trimarche (1)

Cole Johnson (1)

1,587,300 (4)

Montgomery Bannerman (1)

All directors and named executive officers

3 unchanged sentences

Total 5% Shareholders

Less than 1%,

otherwise indicated below, the address for each beneficial owner is c/o Bimergen Energy Corporation, 895 Dove Street, Suite 300,

Newport Beach, CA 92660.

named individual is one of our executive officers or directors.

His address is c/o Bitech Technologies Corporation, 895 Dove Street,

His address is c/o Bimergen Energy Corporation, 895 Dove Street,

Suite 300, Newport Beach, California 92660.

3 unchanged sentences

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

Tran has voting control and therefore may

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

Tran has voting control and therefore may be deemed

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

Tran disclaims beneficial

1 unchanged sentence

the following:

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

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

Brilon is still

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

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

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

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

the following:

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

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

(i) 9,198 shares of common stock (ii) 33,113 shares of restricted common stock which vest upon uplisting to a

national stock exchange, (iii) 3,572 shares of restricted common stock issued in November 2023 which vested on December 31, 2023,

(iv) 35,715 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the date of this table at

$3.50 per share and (v) 35,715 shares of common stock issuable upon exercise of stock options exercisable within 60 days of the

date of this table at $4.20 per share.

by C&C Johnson Holdings over which Mr.

Johnson holds voting and dispositive control.

December 15, 2022, Mr.

Cao resigned as a member of the Board of Directors.

the following:

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

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

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

Cao disclaims beneficial

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

Information derived from a Form 3 filed

by Michael Cao on April 6, 2022.

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

(i) 367,913 shares of common stock held by Michael Cao’s spouse and (ii) 919,782 shares owned by B&B Investment

Holding LLC (“B&B”), over which Michael Cao has voting control and therefore may be deemed to have indirect beneficial

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

Cao disclaims beneficial ownership of the reported

securities except to the extent of his pecuniary interest therein.

Information derived from a Form 3 filed by Michael Cao on April

Authorized for Issuance under Equity Compensation Plans

2 unchanged sentences

Party Transactions

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

are or will be a participant;

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

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

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

that role) our executive officer or director, any shareholder owning more than 5% of any class of our voting securities or an immediate

family member of any such person.

potential related party transaction that requires approval will be reviewed and overseen by our board of directors, and the board of

directors will consider such factors as it deems appropriate to determine whether to approve, ratify or disapprove the related party

The board of directors may approve the related party transaction only if it determines in good faith that, under all of

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

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

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

The definition of “independent” used herein is

arbitrarily based on the independence standards of The NASDAQ Stock Market LLC.

The board performed a review to determine the independence

of Gregory D.

Trimarche and made a subjective determination as to each of these directors that no transactions, relationships or arrangements

exist that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director of the Company.

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

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

following is a description of transactions since January 1, 2022 to which we were a party in which (i) the amount involved exceeded or

will exceed the lesser of $120,000 of one percent (1%) of our average total assets at year-end for the last two completed fiscal years

and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family

of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest,

other than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive

and Director Compensation.”

Johnson, our President and Member of the Board of Directors, is the principal and sole member of C & C Johnson Holdings, LLC (“C&C”),

the holder of approximately 31% of the Company’s outstanding capital stock.

Mr Cole is also the principal and sole owner of Energy

Independent Partners LLC (“EIP”) and Bridgelink Development LLC (“Bridgelink”).

April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink, C&C and

Cole Johnson entered into a Membership Interest Purchase Agreement (the “MIPA”) whereby the Company agreed to issue to Bridgelink,

at closing, 1,587,300 shares of the Company’s unregistered common stock in exchange for a 100% ownership interest in Emergen.

Following the closing of the MIPA, Mr.

Johnson became the President of the Company’s BESS and Solar Divisions and a member of the

In addition, Emergen became a wholly-owned subsidiary of the Company with C&C’s ownership interest in the Company being

approximately 31.3% based on 5,079,220 shares of the Company’s common stock outstanding after giving effect to the issuance of

the shares of Common Stock pursuant to the MIPA.

the closing of the MIPA, the Company and Emergen also entered into a Project Management Services Agreement (the “PMSA”)

and subsequent amendments with Energy Independent Partners LLC.

Pursuant to the terms of the PMSA, EIP will provide the following

project management services in connection with the development and operation of each of the Development Projects (collectively, the

(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

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

held certain contractual and other rights to develop 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 3.840 GW upon completion of construction of such project (the “Solar Development Projects,” together

with the BESS Development Projects, collectively, the “Development Projects”).

The Development Projects included no tangible

assets, no binding contracts that would create a liability and no binding contracts for revenue generation.

The Development Projects

were deemed intangible assets and we have recorded the entire value of the 1,587,300 unregistered shares valued at the closing price

on April 24, 2024 of $14.00 ($22,222,200).

May 30, 2024, Emergen entered into a Project Sale Agreement (“Project Sale Agreement”) with Bridgelink for an estimated 2.425

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

Bridgelink has sold these greenfield projects, along with

projects in its own portfolio, to an unrelated third party (“Purchaser”) which also executed that agreement on May 30, 2024.

The total amount to be received by Emergen for the projects sold to Bridgelink is $19,400,000, provided the projects achieve a Point

of Interconnection and subsequently obtain all Necessary Land Rights.

Bridgelink retains the option to transfer or return certain or

all projects within ten (10) days written notice to Emergen if the Purchaser decides, at any time, not to go forward with development

of certain or all of the projects.

A deposit from Bridgelink will be received within five business days of the execution of the agreement

for $943,500 and Emergen will pay 62.5% ($589,687.50) to Energy Independent Partners LLC, a Delaware limited liability company, (“EIP”)

in accordance with the Project Management Services Agreement by and between (i) Bimergen Energy;

(ii) Emergen;

and (iii) EIP and the

remaining 37.5% (353,812.50) of the proceeds shall remain with Emergen.

The remaining proceeds of $18,456,500 shall be received within

five business days when Bridgelink receives milestone payments from the Purchaser for these projects.

Effective December 31, 2024, Emergen

and Bridgelink amended the Agreement to provide that Bridgelink could only return a Project if it has not yet made a milestone payment

to Emergen on prior to the seventh (7th) anniversary of the Effective Date of the Agreement

2024, the Company paid EIP $250,000 for its portion of the deposit under the Project Sales Agreement and has $339,687.50 in accounts

payable to EIP at December 31, 2024.

currently have three independent directors on our board;

Potter, James L.

Stock, and Montgomery Bannerman.

The definition of “independent”

used herein is arbitrarily based on the independence standards of The NASDAQ Stock Market LLC.

The board performed a review to determine

the independence of Van H.

Potter, James L.

Stock, and Montgomery Bannerman and made a subjective determination as to each of these directors

that no transactions, relationships or arrangements exist that, in the opinion of the board, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director of the Company.

In making these determinations, the board reviewed information

provided by these directors with regard to each individual’s business and personal activities as they may relate to us and our

PRINCIPAL ACCOUNTANT FEES AND SERVICES

1 unchanged sentence

independent accountants during the years ended December 31, 2024 and 2023.

On April 14, 2025, the Audit Committee approved the engagement

of RJI CPAs (“RJI”) as the Company’s new independent registered public accounting firm for and with respect to the

year ending December 31, 2024.

On July 8, 2024, after review and recommendation of the Committee, We appointed Farber Hass Hurley LLP

(“FHH”) as the Company’s new independent registered public accounting firm for and with respect to the year ending

December 31, 2024.

Effective July 8, 2024, the Company, dismissed Fortune CPAs (“Fortune”) as the Company’s independent

registered public accounting firm.

Fortune was the Company’s independent registered public accounting firm for completed fiscal

years ended December 31, 2023 and 2022 and the subsequent interim period through the date of July 8, 2024’s dismissal

fees summarized below:

Audit Fees(1)

Audit Related Fees(2)

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

fees summarized below:

Audit Fees(1)

Audit Related Fees(2)

fees summarized below:

Audit Fees(1)

Audit Related Fees(2)

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

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

18 unchanged sentences

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

Articles of Incorporation dated December 19, 2003.

Amended Articles of Incorporation dated December 19, 2003.

(Incorporated by reference from Form 10-KSB filed with the SEC on May 20, 2004.)

Articles of Incorporation dated November 4, 2004.

Amended Articles of Incorporation dated November 4, 2004.

(Incorporated by reference from Form 10-KSB filed with the SEC on April 15, 2005)

Articles of Incorporation dated September 7, 2005.

Amended Articles of Incorporation dated September 7, 2005.

(Incorporated by reference from Form 10-QSB filed with the SEC on November 16, 2005)

of Amendment to Certificate of Incorporation dated September 30, 2015.

(Incorporated by reference from Form 8-K filed with the SEC

on October 7, 2015.)

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

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

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

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

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

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

Certificate of Amendment to Certificate of Incorporation dated September 30, 2015.

(Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.)

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

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

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

By-Laws dated April 23, 1998.

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

Promissory Note with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September

Agreement with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2,

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

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

on November 2, 2021)

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

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

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

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

Dalrymple dated as of March 31, 2022

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

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

Dalrymple dated as

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

on April 4, 2022).

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

Dalrymple dated as of March 31, 2022

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

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

filed with the SEC on April 20, 2022).

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

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

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

with the SEC on April 20, 2022).

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

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

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

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

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

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

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

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

and Bitech Mining Corporation

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

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

and Bitech Mining Corporation

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

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

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

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

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

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

on February 24, 2023).

Certificate of Amendment to Certificate of Incorporation, as amended, dated January 28, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2025).

Secured Promissory Note with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2, 2020)

Security Agreement with Peter Dalrymple, dated August 31, 2020 (Incorporated by reference from Form 8-K filed with the SEC on September 2, 2020)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1 unchanged sentence

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

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

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

Membership Interest MIPA dated April 14, 2024 by Bitech Technologies Corporation, Emergen Energy LLC, Bridgelink Development, LLC, C & C Johnson Holdings LLC, and (v) Cole W.

Amendment No.

1 dated April 24, 2024 to Membership Interest MIPA dated April 14, 2024 by Bitech Technologies Corporation, Emergen Energy LLC, Bridgelink Development, LLC, C & C Johnson Holdings LLC, and (v) Cole W.

Employment Agreement between Bitech Technologies Corporation and Benjamin Tran dated April 24, 2024.

Option Agreement between Bitech Technologies Corporation and Benjamin Tran dated April 24, 2024.

Employment Agreement between Bitech Technologies Corporation and Cole Johnson dated April 24, 2024.

Option Agreement between Bitech Technologies Corporation and Cole Johnson dated April 24, 2024.

Project Sale Agreement between Bitech Technologies, Corporation, Emergen Energy, LLC and Bridgelink Development LLC dated May 30, 2024

Project Management Services Agreement among Bitech Technologies Corporation, Emergen Energy LLC and Emergen Independent Partners LLC dated April 24, 2024

Amendment effective June 28, 2024 to Project Management Services Agreement

First Amendment effective December 31, 2024 to the Project Sale Agreement dated May 30, 2024

Second Amendment effective June 28, 2024 to Project Management Services Agreement

Definitive Agreement between Emergen Energy, LLC and R elyEZ e ffective A pril 20, 2025

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

Certification

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

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

Certification

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

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

Certification

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

Certification

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

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

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

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

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

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or furnished herewith.

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

harmful if publicly disclosed.

management contracts and compensation plans and arrangements.

1 unchanged sentence

accordance with the requirements of Section 13 of 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized, on March 31, 2024.

Technologies Corporation

behalf by the undersigned, thereunto duly authorized, on May 30, 2025.

Bimergen Energy Corporation

Executive Officer

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

Executive Officer (Principal Executive Officer), President and Director

Financial Officer (Principal Financial and Accounting Officer) and Director

Executive Officer (Principal Executive Officer),

President and Director

Financial Officer (Principal Financial and

Accounting Officer) and Director

Director and President

/s/ Montgomery Bannerman

Montgomery Bannerman

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

What changed 10-K

Item 9A. Controls and Procedures