Bimergen Energy Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Our financial statements for the fiscal years ended December 31, 2024 and 2023 are attached hereto. TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 6901 ) 29 Consolidated Financial Statements Consolidated Balance Sheets at December 31, 2024 and 2023 31 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 32 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 33 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 34 Notes to Consolidated Financial Statements 35 29 R eport of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Bimergen Energy Corporation Opinion on the Consolidated Financial Statements We 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”). In 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. The Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 30 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Accounting for the Acquisition of Emergen and Related Project Management Services Agreement As 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. The 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. We 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. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s accounting for the acquisition of Emergen and the PMSA included the following: ● We obtained and read the MIPA, the PMSA, and subsequent amendments to assess the nature of the rights transferred and the obligations created. ● We evaluated the Company’s accounting policy for business combinations and asset acquisitions. ● We 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. ● We 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. ● We assessed the adequacy of the Company’s related disclosures in the financial statements. We have served as the Company’s auditor since 2025. /s/ Ramirez Jimenez International CPAs Irvine, California May 30, 2025 31 BIMERGEN ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS 2024 2023 December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 156,087 $ 152,417 Deferred offering costs 222,497 - Prepaid expenses and other current assets 650,293 11,000 Total current assets 1,028,877 163,417 Intangible assets 22,222,200 - Total assets $ 23,251,077 $ 163,417 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities 273,482 35,229 Accounts payable and accrued liabilities – related parties 540,003 - Accounts payable and accrued liabilities 540,003 - Deferred revenue 943,500 - Total current liabilities 1,756,985 35,229 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, 2024 and December 31, 2023, respectively - - Common stock: $ 0.001 par 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 5,121 3,460 Additional paid-in capital 26,263,670 2,141,740 Accumulated deficit ( 4,774,699 ) ( 2,017,012 ) Total stockholders’ equity 21,494,092 128,188 Total liabilities and stockholders’ equity $ 23,251,077 $ 163,417 The accompanying notes are an integral part of the audited consolidated financial statements. 32 BIMERGEN ENERGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS For the Year ended December 31, 2024 For the Year ended December 31, 2023 REVENUE $ - - COST OF REVENUE - - GROSS PROFIT - - OPERATING EXPENSES General & Administrative 2,758,731 927,726 Total Operating Expenses 2,758,731 927,726 LOSS FROM OPERATIONS ( 2,758,731 ) ( 927,726 ) OTHER INCOME (EXPENSE) Interest and Other Income 1,044 7,308 Total Other Income (Expense) 1,044 7,308 LOSS BEFORE INCOME TAXES ( 2,757,687 ) ( 920,418 ) BENEFIT (PROVISION) FOR INCOME TAXES - - NET LOSS $ ( 2,757,687 ) $ ( 920,418 ) BASIC AND DILUTED LOSS PER SHARE $ ( 0.54 ) $ ( 0.20 ) WEIGHTED AVERAGE SHARES 5,144,443 4,603,066 The accompanying notes are an integral part of the audited consolidated financial statements. 33 BIMERGEN ENERGY CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY Shares Amount Shares Amount Capital Deficit (Deficit) Common Stock Preferred Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balances, December 31, 2022 3,682,185 $ 3,682 - $ - $ 1,292,238 $ ( 1,096,594 ) $ 199,326 Common Stock for Services 11,961 12 - 58,209 - 58,221 Stock Option Compensation - - 348,559 - 348,559 Restricted Stock Awards 10,715 11 - 29,989 - 30,000 Cancelled Stock from SuperGreen ( 367,913 ) ( 368 ) - 368 - - Sale of Common Stock 123,512 124 - 412,376 - 412,500 Net loss - - - - - ( 920,418 ) ( 920,418 ) Balances, December 31, 2023 3,460,459 $ 3,460 - $ - $ 2,141,740 $ ( 2,017,012 ) $ 128,188 Balances 3,460,459 $ 3,460 - $ - $ 2,141,740 $ ( 2,017,012 ) $ 128,188 Common Stock for Services 6,970 7 - - 79,202 - 79,209 Stock Based Compensation 20,715 21 1,246,161 - 1,246,182 Sale of Common Stock 64,337 64 575,936 - 576,000 Common Stock issued for Emergen Energy, LLC 1,587,300 1,587 22,220,613 - 22,222,200 Cancelled Stock from Litigation Settlement ( 18,396 ) ( 18 ) 18 - - Net loss - - ( 2,757,687 ) ( 2,757,687 ) Balances, December 31, 2024 5,121,384 $ 5,121 - $ - $ 26,263,670 $ ( 4,774,699 ) $ 21,494,092 Balance 5,121,384 $ 5,121 - $ - $ 26,263,670 $ ( 4,774,699 ) $ 21,494,092 The accompanying notes are an integral part of the audited consolidated financial statements. 34 BIMERGEN ENERGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS 2024 2023 YEAR ENDED DECEMBER 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 2,757,687 ) $ ( 920,418 ) Adjustments to reconcile net loss to net cash used in operating activities: Common Stock issued for services 79,209 58,221 Stock Compensation Expense 1,246,182 378,559 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 639,294 ) 2,000 Deferred revenue 943,500 - Accounts payable and accrued liabilities 238,254 23,832 Accounts payable and accrued liabilities – Related Parties 540,003 - Net cash used in operating activities ( 349,833 ) ( 457,806 ) Cash flows from financing activities: Cash from Sale of Common Stock, net 576,000 412,500 Deferred Offering Costs ( 222,497 ) - Net cash provided by (used in) financing activities 353,503 412,500 Net increase (decrease) in cash and cash equivalents 3,670 ( 45,306 ) Cash and cash equivalents at beginning of period 152,417 197,723 Cash and cash equivalents at end of period $ 156,087 $ 152,417 Supplemental disclosure of non-cash Investing and Financing Activities: Common Stock cancelled related to litigation settlement agreement – 18,396 Common Shares 18 - Common Stock issued in exchange for 100 % equity interest in Emergen Energy LLC – 1,587,300 Common Shares 22,222,200 - The accompanying notes are an integral part of the audited consolidated financial statements. 35 BIMERGEN ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF BUSINESS AND GOING CONCERN Bimergen Energy 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 (“BTM”), 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. On January 28, 2025, the Company filed a Certificate of Amendment to its Certificate to Incorporation to: (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. In 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 milestones. The Company became the sole project owner upon acquisition. As 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. Reverse Stock Split On 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. Going Concern The 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 needs. 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. 36 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis 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”). The accompanying consolidated financial statements include the accounts of Bimergen Energy Corporation. and its wholly owned subsidiary, Emergen Energy, LLC. All significant intercompany transactions have been eliminated upon consolidation. Revenue recognition Revenue 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: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize 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. A 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. Use of Estimates The 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. Development 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. The 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 Payments 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. Fair Value of Financial Instruments 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. 37 Cash and Cash Equivalents Cash and cash equivalents consist of liquid investments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. We maintain cash and cash equivalents in banks which at times may exceed federally insured limits. We have not experienced any losses on these deposits. Deferred Offering Costs Deferred 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. Intangible Assets 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. Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests. Indicators 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. 38 Stock Based Compensation We 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 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 and $ 30,000 stock compensation related to restricted stock awards for the years ended December 31, 2024 and 2023, respectively. Income Taxes 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. Legal Costs and Contingencies In the normal course of business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other matters. We expense these costs as the related services are received. 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. Loss contingencies that are reasonably possible, but not probable, are disclosed when material. 39 Net Loss per Share Basic and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. During the years ended December 31, 2024 and 2023, common stock equivalents from outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such securities were anti-dilutive. The net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the periods. 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 Recent Accounting Pronouncements Not Yet Adopted 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; however, 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. 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. NOTE 3. STOCKHOLDERS’ EQUITY The total number of authorized shares of our common stock, par value $ 0.001 per share, was 1,000,000,000 shares. 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. 40 The 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. The Company issued 10,715 of restricted securities awards valued at $ 30,000 during the year ended December 31, 2023 as payment for director compensation services provided to the Company. During April, May and June, 2023, the Company sold 80,358 unregistered shares of its Common Stock to six private investors in exchange for $ 225,000 ($ 2.80 per share). During August 2023 the Company sold 4,762 unregistered shares of its Common Stock to one private investor for $ 20,000 ($ 4.20 per share) During October, November, and December 2023 the Company sold 38,393 unregistered shares of its Common Stock to three private investor for $ 167,500 ($ 4.20 -$ 5.60 per share) During 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) NOTE 4. STOCK OPTIONS As 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. We 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 typically 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. 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 model. 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 million unrecognized stock-based compensation related to stock options expected to be recognized over the next 2.2 years on a weighted average. Stock option transactions during the year ended December 31, 2024 were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS As of December 31, 2024 Shares Weighted- Average Exercise Price Outstanding at Beginning of Year 300,000 $ 4.32 Granted 801,429 131.14 Exercised - - Forfeited or Cancelled ( 135,357 ) 54.20 Outstanding and Vested or Expected to Vest at End of Year 966,072 102.75 Options Exercisable at Year-End 219,643 4.90 41 The 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. Due 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. ● Dividends. 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: SCHEDULE OF FAIR VALUE OF VALUATION ASSUMPTIONS Year ended December 31, 2024 2023 Expected volatility 99 % 101 % Expected dividend yield — % — % Expected term (in years) 5.8 - 6.1 2.9 - 7.5 Risk-free interest rate 3.4 % - 4.6 % 4.0 % - 4.7 % 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: Information with respect to stock options outstanding and exercisable at December 31, 2024 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Options Outstanding and Vested or Expected to Vest Options Exercisable Range of Exercise Prices Number Outstanding at December 31, 2024 Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Number Exercisable at December 31, 2024 Weighted- Average Remaining Contractual Life $ 3.50 - $ 210.00 966,072 9.0 $ 102.75 219,643 $ 8.3 Information with respect to stock options outstanding and exercisable at December 31, 2023 is as follows: Options Outstanding Range of Exercise Prices Number Outstanding at December 31, 2023 Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $ 3.50 - $ 9.80 300,000 8.3 $ 4.32 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 million. The intrinsic value of options outstanding and vested or expected to vest and exercisable at December 31, 2024 was $ 0 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, was $ 6.88 and $ 2.18 , 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 flows. All share and per-share figures give effect to the 1-for-140 reverse stock split completed on 3 February 2025. NOTE 5. RESTRICTED STOCK AWARDS Restricted Stock Award transactions during the years ended December 31, 2024 were as follows: SCHEDULE OF RESTRICTED STOCK AWARDS December 31, 2024 Shares Weighted- Average Grant Date Fair Value Unvested at Beginning of Period 57,027 $ 39.20 Granted 31,429 9.80 Vested ( 7,858 ) 9.93 Forfeited or Cancelled RSAs ( 10,715 ) 8.40 Unvested at End of Period 69,883 $ 34.05 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. NOTE 6. 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”). At Closing 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; Mr. 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. 42 The 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 proceeds. ● Acceleration Clause – 62.5 % of unpaid fees accelerate within 90 days of (i) a change in control of the Company or (ii) removal of Mr. 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. NOTE 7. SOLAR PROJECTS SALE 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; and ● $ 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. 43 NOTE 8. RELATED PARTY TRANSACTIONS All 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. NOTE 9 INCOME TAX U.S. 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 ( 21.0 )% ( 21.0 )% State income tax benefit, net of federal benefit ( 8.8 )% ( 8.8 )% Change in valuation allowance 29.8 % 29.8 % Income taxes at effective rate - % - % 44 Temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and tax credit and operating loss carryforward that create deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2024 2023 Tax Operating Loss Carryforward - USA $ 2,800,000 $ 1,569,000 Other - - Valuation Allowance - USA ( 2,800,000 ) ( 1,569,000 ) Deferred Tax Assets, Net $ - $ - 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. As 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. NOTE 11 SEGMENT INFORMATION The 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. Significant 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. SIGNIFICANT OF SEGMENT EXPENSES AND OTHER SEGMENT ITEMS For the Year Ended December 31, 2024 For the Year Ended December 31, 2023 Revenues $ - $ - Cost of Goods Sold - - Gross Profit - - Operating Expenses Salaries and Payroll Expenses 459,580 152,700 Legal Fees 278,248 193,945 Stock-based compensation 1,246,182 378,559 Audit Costs 48,730 42,500 Contract Services 401,166 - Rent 19,261 17,186 Other operating expenses 305,564 142,836 Total Operating Expenses 2,758,731 927,726 Loss (Income) from Operations ( 2,758,731 ) ( 927,726 ) Interest Income and Other (Expenses), net 1,044 7,308 Net loss before Income Tax $ ( 2,757,687 ) $ ( 920,418 ) 45 NOTE 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. NOTE 13. SUBSEQUENT EVENTS On January 28, 2025, the Company filed a Certificate of Amendment to its Certificate to Incorporation to: (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. On 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. Capital commitments. 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. Ownership 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. Initial projects. 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. Status 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. 46 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.