UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Audit Review. |
On July 20, 2022, the Board of Directors of Bitech Technologies Corporation (the “Company”) determined that the Company’s financial statements for the three months ended March 31, 2022 (the “March 31 Financial Statements”) included in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2022 could not be relied upon (the “March 31 Form 10-Q”).
The March 31 Financial Statements included in the Form 10-Q for the three-month period ended March 31, 2022, erroneously did not reflect the accounting perspective of Bitech Mining Corporation (“Bitech Mining”) on March 31, 2022 financial reporting as a result of the Share Exchange discussed below in accordance with ASC 805-40-45-1.
As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 4, 2022, the Company acquired Bitech Mining through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”. Following completion of the Share Exchange, the Sellers owned a controlling interest in the Company.
The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and Bitech Mining is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of Bitech Mining, the accounting acquirer, prior to the completion of the Share Exchange are considered the Company’s historical financial results.
The Company had initially reflected the restatement and reclassifications in footnote 6 to its financial statements for the period ended June 30, 2022 filed in its Quarterly Report on Form 10-Q for the period then ended as filed with the SEC on August 5, 2022. The Company intends to file an amendment to its March 31 Form 10-Q to reflect its restated financial statements as disclosed in this Form 8-K.
The matters set forth in this Form 8-K have been discussed with the Company’s independent registered public accounting firm, Fortune CPA Inc.
The effect of correcting this error on the Company’s March 31 Financial Statements is shown in the tables below.
The following table presents the effect of the restatement on the balance sheet included in the previously issued March 31 Financial Statements:
| As of March 31, 2022 | ||||||||||||
As Previously Reported | Adjustments | As Restated | ||||||||||
| Accrued expenses (including accrued interest) | 68,319 | 28,535 | 96,854 | |||||||||
| Note payable | 395,000 | - | 395,000 | |||||||||
| Additional paid-in capital | 21,022,725 | (19,826,046 | ) | 1,196,679 | ||||||||
| Accumulated deficit | (20,311,631 | ) | 19,797,511 | (514,121 | ) | |||||||
The following table presents the effect of the restatement on the statement of operations included in the previously issued March 31 Financial Statements:
| As of March 31, 2022 | ||||||||||||
As Previously Reported | Adjustments | As Restated | ||||||||||
| Total Revenue | 26,231 | (26,231 | ) | - | ||||||||
| Gross Profit | 26,231 | (26,231 | ) | - | ||||||||
| Operating, general and administrative expense | 73,176 | 155,986 | 229,162 | |||||||||
| Other income | 20,000 | (20,000 | ) | - | ||||||||
| Interest expense | (6,140 | ) | 6,140 | - | ||||||||
| Net loss | (33,085 | ) | (196,077 | ) | (229,162 | ) | ||||||
| Net income per share, basic and diluted | $ | 0.00 | (0.01 | ) | $ | (0.01 | ) | |||||
The following table presents the effect of the restatement on the statement of shareholder deficit included in the previously issued March 31 Financial Statements:
Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Equity (Deficit) | |||||||||||||||||
| Balance, December 31, 2021, as previously reported | 20,240,882 | $ | 20,241 | 19,869,511 | (20,278,547 | ) | (388,795 | ) | |||||||||||||
| Corrections of errors | (18,603,952 | ) | 19,993,588 | 1,389,636 | |||||||||||||||||
| Balance, December 31, 2021, as restated | 20,240,882 | $ | 20,241 | $ | 1,265,559 | $ | (284,959 | ) | $ | 1,000,841 | |||||||||||
| Balance, As of March 31, 2022, as previously reported | 20,240,882 | $ | 20,241 | $ | 21,022,725 | $ | (20,311,632 | 740,334 | |||||||||||||
| Corrections of errors | (19,826,046 | ) | 19,797,511 | (28,535 | ) | ||||||||||||||||
| Balance, As of March 31, 2022, as restated | 20,240,882 | $ | 20,241 | $ | 1,196,679 | $ | (514,121 | ) | 711,799 | ||||||||||||
The following table presents the effect of the restatement on the statement of cash flows included in the previously issued March 31 Financial Statements:
| As of March 31, 2022 | ||||||||||||||||
As Previously Reported | Adjustments | Reclassifications | As Restated | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net income | (33,085 | ) | (196,077 | ) | (229,162 | ) | ||||||||||
| Changes in working capital assets and liabilities: | ||||||||||||||||
| Accounts receivable | 24,992 | (27,263 | ) | (2,271 | ) | |||||||||||
| Accounts payable and accrued expenses | 7,875 | 77,873 | 85,748 | |||||||||||||
| Accrued interest on notes payable | ||||||||||||||||
| Note payable assumed in merger | - | 395,000 | 395,000 | |||||||||||||
| Cash from acquisition of Bitech Mining Corporation | 1,150,163 | (1,150,163 | ) | - | ||||||||||||
| Recapitalization – payments to SPIN | - | (59,880 | ) | (59,880 | ) | |||||||||||
| Supplemental schedule of non-cash transactions: | ||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| BITECH TECHNOLOGIES CORPORATION | ||
| Dated: September 26, 2022 | By: | /s/ Benjamin Tran |
| Benjamin Tran | ||
| Chief Executive Officer | ||