Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2024

☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)

For the transition period from _______ to _______.

Commission file number: 000-27407

BITECH TECHNOLOGIES CORPORATION

(Name of Registrant in Its Charter)

Delaware		93-3419812
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

895 Dove Street, Suite 300

Newport Beach, CA 92660 (Address of Principal Executive Offices)

(855) 777-0888

(Issuer’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At November 13, 2024, there were 718,311,833 shares of the registrant’s common stock outstanding (the only class of voting common stock).

FORM 10-Q

TABLE OF CONTENTS

Note About Forward-Looking Statements

PART I	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	4

	Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 and 2023 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	6

	Condensed Consolidated Statements of Shareholders’ Equity as of September 30, 2024 and 2023 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	20

Item 4.	Controls and Procedures	20

PART II	OTHER INFORMATION	21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

	Signatures	24

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and in our Annual Report on Form 10-K for the year ended December 31, 2023, and in particular, the risks discussed under the caption “Risk Factors” in Item 1A of this report and in in our Form 10-K, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, risks associated with service demands and acceptance, our ability to expand, changes in healthcare practices, changes in technology, economic conditions, the impact of competition and pricing, government regulation and approvals, impacts and disruptions caused by the COVID-19 pandemic and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, the “Company,” “we,” “our,” and similar terms include Bitech Technologies Corporation (formerly Spine Injury Solutions, Inc.) and its subsidiaries and predecessors, unless the context indicates otherwise.

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BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2024			2023
	(UNAUDITED)
ASSETS

Current assets:
Cash and cash equivalents	$	298,505		$	152,417

Prepaid expense		260,000			11,000
Deferred offering costs		166,806			-

Total current assets		725,311			163,417

Intangible Asset – BESS and Solar Development Projects		22,222,200			-

Total assets	$	22,947,511		$	163,417

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities		211,496			35,229
Deferred revenue		943,500			-

Total current liabilities		1,154,996			35,229

Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		-			-

Common stock: $0.001 par value, 1,000,000,000 shares authorized, 717,287,220 and 484,464,194 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		717,287			484,464
Additional paid-in capital		24,931,674			1,552,011
Accumulated deficit		(3,856,446	)		(1,908,287	)

Total stockholders’ equity		21,792,515			128,188

Total liabilities and stockholders’ equity	$	22,947,511		$	163,417

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

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BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the Three Months ended September 30, 2024			For the Three Months ended September 30, 2023			For the Nine Months ended September 30, 2024			For the Nine Months ended September 30, 2023
REVENUE
Equipment Sales	$	-		$	-		$	-		$	-
Service Revenue		-			-			328			-
Other Revenue		-			-			-			-
TOTAL REVENUE		-			-			328			-

COST OF REVENUE		-			-			-			-

GROSS PROFIT		-			-			328			-

OPERATING EXPENSES
General & Administrative		471,872			135,434			1,020,526			494,341
Stock Based Compensation		339,880			-			927,961			102,600
Total Operating Expenses		811,752			135,434			1,948,487			596,941

LOSS FROM OPERATIONS		(811,752	)		(135,434	)		(1,948,159	)		(596,941	)

OTHER INCOME (EXPENSE)
Miscellaneous Income (Expense)		-			-			-			7,000
Interest and Other Income		-			-			-			-

Total Other Income (Expense)		-			-			-			7,000

LOSS BEFORE INCOME TAXES		(811,752	)		(135,434	)		(1,948,159	)		(589,941	)

BENEFIT (PROVISION) FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(811,752	)	$	(135,434	)	$	(1,948,159	)	$	(589,941	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE SHARES		716,996,702			476,384,761			619,779,349			478,692,378

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

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BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	2024			2023
	NINE MONTHS ENDED SEPTEMBER 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(1,948,159	)	$	(589,941	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Common Stock issued for services		66,325			101,963
Stock Based Compensation		927,961			102,600
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(249,000	)		2,728
Accounts payable and accrued liabilities		176,267			5,683
Deferred revenue		943,500			-

Net cash provided by (used in) operating activities		(83,106	)		(376,967	)

Cash flows from financing activities:
Deferred Offering Costs		(166,806	)		-
Cash from Sale of Common Stock, net		396,000			245,000

Net cash provided by (used in) financing activities		229,194			245,000

Net increase (decrease) in cash and cash equivalents		146,088			(131,967	)
Cash and cash equivalents at beginning of period		152,417			197,723

Cash and cash equivalents at end of period	$	298,505		$	151,046

Supplementary disclosure of non-cash operating activities:
Common Stock issued for legal services – 793,883 and 1,259,106 Common Shares, September 30, 2024 and 2023, respectively.	$	66,325		$	101,963

Supplementary disclosure of non-cash investing and financing activities:
Common Stock cancelled related to exclusive license cancellation and settlement agreement – 51,507,749 Common Shares		-		$	51,508
Common Stock issued in exchange for 100% equity interest in Emergen Energy LLC – 222,222,000 Common Shares	$	22,222,200			-

Supplementary disclosure of cash flow information:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

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

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BITECH TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


	Common Stock				Preferred Stock				Additional Paid-In		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balances, July 1, 2023 (Unaudited)		476,181,817	$	476,182		-	$	-	$	1,234,586	$	(1,551,101	)	$	159,667

Stock Compensation										-					-

Sale of Common Stock		666,667		667						19,333					20,000
Stock for Legal Services		325,310		325						14,390					14,715

Net Loss		-		-		-		-				(135,434	)		(135,434	)

Balances, September 30, 2023 (Unaudited)		477,173,794	$	477,174		-	$	-	$	1,268,309	$	(1,686,535	)	$	58,948

Balances, July 1, 2024 (Unaudited)		714,622,789	$	714,623		-	$	-	$	24,576,529	$	(3,044,694	)	$	22,246,458

Common Stock for Services		264,431		264						17,664					17,928
Stock Based Compensation		2,400,000		2,400						337,481					339,881
Sale of Common Stock		-		-						-					-

Net loss		-		-		-		-		-		(811,752	)		(811,752	)
Balances, September 30, 2024 (Unaudited)		717,287,220	$	717,287		-	$	-	$	24,931,674	$	(3,856,446	)	$	21,792,515

	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficit)
	Common Stock						Preferred Stock				Additional Paid-In		Accumulated			Total Stockholders’ Equity
	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficit)

Balances, December 31, 2022		515,505,770		$	515,506			-	$	-	$	780,414	$	(1,096,594	)	$	199,326

Stock Compensation												102,600					102,600
Stock cancelled related to SuperGreen Exclusive License cancellation		(51,507,749	)		(51,508	)						51,508					-

Sale of Common Stock		11,916,667			11,917							233,083					245,000
Stock for Legal Services		1,259,106			1,259							100,704					101,963

Net Loss		-						-		-				(589,941	)		(589,941	)

Balances, September 30, 2023 (Unaudited)		477,173,794		$	477,174			-	$	-	$	1,268,309	$	(1,686,535	)	$	58,948

Balances, December 31, 2023		484,464,194		$	484,464			-	$	-	$	1,552,011	$	(1,908,287	)	$	128,188
Balances		484,464,194		$	484,464			-	$	-	$	1,552,011	$	(1,908,287	)	$	128,188

Common Stock for Services		793,883			794							65,531					66,325
Stock Based Compensation		4,400,000			4,400							923,561					927,961
Sale of Common Stock		5,407,143			5,407							390,593					396,000
Common Stock issued for Emergen Energy, LLC		222,222,000			222,222							21,999,978					22,222,200

Net loss		-			-			-		-				(1,948,159	)		(1,948,159	)
Balances, September 30, 2024 (Unaudited)		717,287,220		$	717,287			-	$	-	$	24,931,674	$	(3,856,446	)	$	21,792,515
Balances		717,287,220		$	717,287			-	$	-	$	24,931,674	$	(3,856,446	)	$	21,792,515

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

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BITECH TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS

Bitech Technologies Corporation (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998. In connection with the Company’s planned expansion of its business following the completion of the acquisition of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation.

We have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with plans to develop Battery Energy Storage System (BESS) projects, commercial and residential renewable energy solutions, enterprise utility services, public service engagements, and other renewable energy initiatives. We plan to pursue these innovative energy technologies through research and development, technology integration, planned acquisitions of other early stage green energy development projects and plans to become a grid-balancing operator using BESS solutions and applying new green technologies as a technology enabler in the green energy sector. Our team has identified two highly competitive battery energy storage suppliers who have expressed interest in establishing partnerships with us, as we seek to integrate their products into projects that we identify, including grid-balancing BESS projects we plan to pursue following the Acquisition of Emergen Energy LLC. In addition, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement innovative, scalable energy system solutions with technological focuses on smart grid, Home Energy Management System (HEMS), Building Energy Management System (BEMS), City Energy Management System (CEMS), energy storage, and EV infrastructure.

The Company acquired Bitech Mining on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining, each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’ Representative (“Sellers’ Representative”). The transaction contemplated by the Share Exchange Agreement is hereinafter referred to as the “Share Exchange”). The Share Exchange Agreement provides that the Company will acquire from the Sellers, an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”). In consideration of the Bitech Mining Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Each Bitech Mining Share shall be entitled to receive 0.09543 shares of Series A Preferred Stock. Each share of Series A Preferred Stock shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock. Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 485,781,168 shares of Company Common Stock following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000 shares. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

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 Share Exchange are considered our historical financial results.

Prior to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”) used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic services (collectively, the “QVH Business”). On June 30, 2022, we sold the assets related to the QVH Business.

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NOTE 2. CRITICAL ACCOUNTING POLICIES

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

Going Concern

Since our inception, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of approximately $4 million as of September 30, 2024. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of Bitech Technologies Corporation and its wholly owned subsidiaries, Bitech Mining Corporation, Emergen Energy LLC and Quad Video Halo, Inc. All material intercompany transactions have been eliminated upon consolidation.

Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

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

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

Substantially all of the Company’s revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract with a customer. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since we have an unconditional right to consideration when we have satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there is no allowances. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.

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Fair Value of Financial Instruments

Cash, accounts receivable, accounts payable, accrued liabilities and notes payable 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.

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.

Property and Equipment

Property and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations. Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized.

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 September 30, 2024, the Company had deferred offering costs of $166,806.

Intangible Asset – BESS and Solar Development Projects

Intangible assets determined to have indefinite useful lives are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate the assets may be impaired. 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.

Long-Lived Assets

We periodically review and evaluate long-lived assets when events and circumstances indicate that the carrying amount of these assets may not be recoverable. In performing our review for recoverability, we estimate the future cash flows expected to result from the use of such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying amount of the related assets, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash flows.

Concentrations of Credit Risk

Assets that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable arise from a diversified customer base and, therefore, we believe the concentration of credit risk is minimal. We evaluate the creditworthiness of customers before any services are provided. We record a discount based on the nature of our business, collection trends, and an assessment of our ability to fully realize amounts billed for services. We have no accounts receivable to warrant any allowance at September 30, 2024 and December 31, 2023.

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. During the nine month periods ended September 30, 2024 and 2023, we recognized stock based compensation expenses of $927,961 and $102,600, respectively.

Income Taxes

We account for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.

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Uncertain Tax Positions

Accounting Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.

We are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon the outcomes of such matters. When applicable, we will adjust tax expense to reflect our ongoing assessments of such matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results.

Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. Estimated interest and penalties are recognized as income tax expense and tax credits as a reduction in income tax expense. For the nine months ended September 30, 2024 and year ended December 31, 2023, we recognized no estimated interest or penalties as income tax expense.

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.

If a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable.

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 nine months ended September 30, 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.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU No. 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In November 2019, the FASB issued ASU No. 2019-10 to amend the effective date for entities that had not yet adopted ASU No. 2016-13. Accordingly, the provisions of ASU No. 2016-13 are effective for annual periods beginning after December 15, 2022, with early application permitted in annual periods beginning after December 15, 2018. The amendments of ASU No. 2016-13 should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the future impact of ASU No. 2016-13 on the Company’s consolidated financial position, results of operations and disclosures.

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NOTE 3. STOCKHOLDERS’ EQUITY

The total number of authorized shares of our common stock, par value $0.001 per share, was 250,000,000 shares and increased on June 27, 2022 to 1,000,000,000 shares. As of September 30, 2024 and December 31, 2023, there were 717,287,220 and 484,464,194 common shares issued and outstanding, respectively.

On January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing 10,000,000 shares of preferred stock with a par value of $0.001 per share. Such amendment was filed on January 20, 2021.

On March 30, 2022, the Secretary of State of Delaware acknowledged the Company’s filing of a Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State creating a series of 9,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”). On March 31, 2022, we issued 9,000,000 shares of Series A Preferred Stock in exchange for 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001 per share, representing 100% of the issued and outstanding shares of Bitech Mining. On June 27, 2022 the 9,000,000 shares of Series A Convertible Preferred Stock issued as of March 31, 2022 automatically converted to 485,781,168 shares of common stock.

As of September 30, 2024, the Company agreed to issue 264,431 shares of its Common Stock to its legal counsel as partial payment for legal services for the three months ended September 30, 2024. The shares were valued at $17,929.

The Company issued 2,000,000 of restricted securities awards valued at $120,000 ($0.06 per share) during January 2024 and recorded $30,000 as stock compensation expense in the quarter ended March 31, 2024 as payment for services provided by two employees of the Company.

On April 24, 2024 the Company completed the acquisition of Emergen whereby the Company issued 222,222,000 unregistered shares of its common stock in exchange for 100% of Emergen’s equity interests to Emergen’s sole member, C&C, an entity controlled by Cole Johnson who became an executive officer and director of the Company following the Closing.

The Company issued 2,400,000 of restricted securities awards valued at $192,000 ($0.08 per share) during July 2024 and recorded $24,000 as stock compensation expense in the quarter ended September 30, 2024 as payment for services provided by one consultant of the Company. The RSA vested 12.5% on July,1 2024 and will vest 12.5% on the first day of each quarter until fully vested on April 1, 2026.

NOTE 4. NON-STATUTORY STOCK OPTIONS

As of September 30, 2024 and December 31, 2023, there were 147,200,000, and 42,000,000 options outstanding, respectively.

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 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. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. At September 30, 2024 and December 31, 2023, we had approximately $4.3 million and $2.78 million unrecognized stock-based compensation, respectively.

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Stock option transactions during the nine months ended September 30, 2024 and the year ended December 31, 2023 were as follows:

SCHEDULE OF STOCK OPTION TRANSACTIONS

	September 30, 2024					December 31, 2023
	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price

Outstanding at Beginning of Period		42,000,000		$	0.04		5,000,000		$	0.07
Granted		109,200,000			0.96		42,000,000			0.03
Exercised		-			-		-			-
Forfeited or Cancelled		(4,000,000	)		0.05		(5,000,000	)		0.03
Outstanding at End of Period		147,200,000			0.72		42,000,000			0.04

Weighted-Average Fair Value of Options Granted During the Period	$	0.02				$	0.01

Information with respect to stock options outstanding and exercisable at September 30, 2024 is as follows:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding at September 30, 2024		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price		Number Exercisable at September 30, 2024		Weighted- Average Exercise Price
$	0.025 - $1.50		147,200,000		9 years	$	0.72		27,450,000	$	0.03

NOTE 5. RESTRICTED STOCK AWARDS

Restricted Stock Award transactions during the nine months ended September 30, 2024 and the year ended December 31, 2023 were as follows:

SCHEDULE OF RESTRICTED STOCK AWARDS

	September 30, 2024					December 31, 2023
	Shares			Weighted- Average Price		Shares			Weighted- Average Price

Outstanding at Beginning of Period		7,983,720		$	0.00		7,983,720		$	0.00
Granted		4,400,000			0.07		1,500,000			0.03
Vested		(800,000	)		-		(1,500,000	)		-
Forfeited or Cancelled		-			-		-			-
Outstanding at End of Period		11,583,720			0.00		7,983,720			0.00

Weighted-Average Fair Value of RSAs Granted During the Period	$	0.05				$	0.02

NOTE 6. ACQUISITION OF EMERGEN ENERGY LLC

On April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”) and C & C Johnson Holdings LLC, the sole member of Bridgelink (“C&C”) entered into a Membership Interest Purchase Agreement (the “MIPA”) (the “Acquisition”).

On April 24, 2024, the Company, Emergen, Bridgelink and C&C entered into Amendment No. 1 to the MIPA (the “Amendment”) to amend Section 2.02(b)(i) of the MIPA which provides that instead of expanding the Company’s Board of Directors (the “Board”) to five persons upon the closing of the Acquisition, the size of the Board will be expanded to four persons and name Cole Johnson to the Board as of the date of closing of the Acquisition. In addition, Amendment No. 1 requires the Company to expand the size of the Board to five persons, and thereafter to name to the Board two persons as named by the Company, two persons as named by Bridgelink, and one person jointly selected by the Company and Bridgelink, which person shall meet the requirements of being an “independent director” pursuant to the rules and regulations of the Nasdaq Stock Market.

On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 222,222,000 unregistered shares of its common stock to Emergen’s sole member, C&C, an entity controlled by Cole Johnson who became an executive officer and director of the Company following the Closing, in exchange for 100% of Emergen’s equity interests. Following the Closing, Mr. Johnson became the President of the Company’s BESS and Solar Divisions and a member of the Board. 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 711,090,664 shares of the Company’s common stock outstanding after giving effect to the issuance of the shares of Common Stock pursuant to the MIPA.

Originally, in a letter agreement executed and disclosed in January 2024 the above acquisition was contingent upon the parties entering into a definitive agreement which would contain certain conditions to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”) prior to closing. This Capital Infusion condition was negotiated out of the acquisition definitive agreement.

Emergen holds a portfolio of battery energy storage system (“BESS”) projects identified in the MIPA with a cumulative storage capacity estimated at 1.965 gigawatts (GW) upon completion of the construction of such project (the “BESS Development Projects”) and rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 3.840 GW upon completion of construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively, the “Development Projects”). Following the Closing, the Company agreed to take all commercially reasonable steps necessary to uplist the Company to the NASDAQ stock exchange.

From an accounting perspective, we treated the transaction as an acquisition of assets versus a business combination due to the lack of any operations. Also, the projects that were purchased in the acquisition were development stage and deemed to not be tangible assets under FASB 805-10-20 and have classified these as intangible assets with indefinite useful lives and are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate the assets may be impaired. 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 Company valued the transaction at the value of $22,222,200, the value of the restricted stock ($0.10 closing price per share on April 24, 2024) issued as consideration for Emergen. Emergen had no liabilities associated with it at the time of the transaction.

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

Project Management Services Agreement

At the Closing, the Company and Emergen entered into a Project Management Services Agreement including amendment number one effective June 28, 2024 (the “PMSA”) with Energy Independent Partners LLC (“Energy Independent Partners”), an entity owned or controlled by Mr. Johnson. Pursuant to the terms of the PMSA, Energy Independent Partners is obligated to provide the following project management services in connection with the development and operation of each of the Development Projects (collectively, the “Services”): (i) assist as needed with qualifying the Development Projects for financing; (ii) assist as needed with obtaining all permits required for development of the Development Projects which have sufficient rights to use all necessary real property, and for which the applicable draft interconnection agreement has been received for the Development Projects (“RTB Status”); and (iii) if Emergen foregoes the development of a Development Project, Energy Independent Partners will assist the Company as needed with marketing the Development Project to a third party or develop and retain the Development Project outside of Emergen.

The term of the PMSA (the “Term”) commenced on the date of the Closing (the “Effective Date”) and terminates on the earlier to occur of (i) all of the Development Projects reaching RTB Status or being sold to a third party; and (ii) the mutual written agreement of the Parties to the PMSA to terminate the PMSA.

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

BESS Development Fees. The sum of (i) $9,825,000 for prior actions of affiliates of Energy Independent Partners with respect to the BESS Development Projects (the “BESS Initial Fee”); and (ii) $0.03 per watt for each applicable BESS Development Project, subject to such BESS Development Project achieving RTB Status (as to each BESS Development Project, the “BESS RTB Fee”). The BESS Initial Fee and the BESS RTB Fees are referred to collectively as the “BESS Development Fees”.

Solar Development Fees. The sum of (i) $19,200,000 for prior actions of affiliates of Energy Independent Partners with respect to the Solar Development Projects (the “Solar Initial Fee”); and (ii) $0.03 per watt for each applicable Solar Development Project, subject to such Solar Development Project achieving RTB Status (as to each Solar Development Project, the “Solar RTB Fee”). The Solar Initial Fee and the Solar RTB Fees are referred to collectively as the “Solar Development Fees”.

Other Development Fees. For each other renewable energy development asset held by the Company, which are neither BESS Development Projects nor Solar Development Projects, located in the United States in which the Company engages during the term of the PMSA (the “Other Development Projects”), the Company shall pay Energy Independent Partners the higher of either (a) fifty percent (50%) of the gross margin or (b) $0.02 per watt in cash, subject to such Other Development Project achieving RTB Status (the “Other Development Fees”).

Timing of Payment of Fees

The BESS Initial Fee and the Solar Initial Fee shall be due and payable upon (i) Bitech, or any of its Affiliates, receiving project related financing, and (ii) when the “Redbird BESS” project, identified in Exhibit A, has achieved land agreements, which shall include, but is not limited to, an option agreement, letter of intent, or lease agreement. Subject to (i) and (ii) herein and above, the BESS Initial Fee shall equate to $9,825,000 and the Solar Initial Fee shall equate to $19,200,000, which totals $29,025,000, which the total shall be paid in three (3) equal portions to EIP per any three (3) BESS Projects achieving land agreements, which shall include, but is not limited to, an option agreement, letter of intent, or lease agreement. Upon the sale of any of the BESS Projects or Solar Projects the appropriate portion of the BESS Initial Fee or the Solar Initial Fee that is paid to EIP shall be deducted from the amount still due proportionately among the BESS Projects or Solar Projects not yet accepted by the financing party for Development Fees.

Acceleration of Payment Clause: Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole W. Johnson as an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bitech, any remaining BESS Initial Fee and Solar Initial Fee shall become due and payable. A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company); (y) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation; or (z) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

If any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the lesser of: (i) any unpaid Initial Fee and Development Fee or (ii) 62.5% of the proceeds less any Initial Fees previously paid.

Subject to the requirements as set forth in the PMSA, the BESS RTB Fees shall be payable at the time that Bitech has obtained project financing with respect to the applicable BESS Development Project to be able to pay such BESS RTB Fees. Subject to the requirements as set forth in the PMSA, the Solar RTB Fees shall be payable at the time that Bitech has obtained project financing with respect to the applicable Solar Development Project to be able to pay such Solar RTB Fees.

Payment for Sale of Development Projects. In the event the Company decides not to proceed with any Development Project(s), the Company may elect to sell such Development Project(s) to one or more third parties. In such event, the Company and Energy Independent Partners agree to a sales price for the applicable Development Project being sold, and provided that the parties to the PMSA agree that any sale agreement for such Development Projects shall provide that the buyer thereof shall remain obligated to pay to Energy Independent Partners the BESS Development Fees and/or the Soler Development Fee(s), as applicable, to the extent not already paid by the Company hereunder, unless otherwise agreed upon by the Company and Energy Independent Partners.

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Termination. The PMSA may be terminated at any time prior to the expiration of its term: (a) by the mutual written consent of the parties; (b) by the Company if Energy Independent Partners has violated or breached any of the covenants or agreements of Energy Independent Partners set forth therein, or any of the representations or warranties of Energy Independent Partners set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by Energy Independent Partners, within 20 business days after receipt by Energy Independent Partners of written notice thereof from the Company; (c) by Energy Independent Partners if the Company or Emergen has violated or breached any of the covenants or agreements of the Company or Emergen set forth in the PMSA, or any of the representations or warranties of the Company or Emergen set forth in the PMSA has become inaccurate or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by the Company or Emergen, within 20 business days after receipt by the Company of written notice thereof from Energy Independent Partners; or (d) by any party, if a court of competent jurisdiction or other governmental authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Combination or the transactions contemplated by the PMSA and such order or action shall have become final and nonappealable. Any of the Parties has a right to seek specific performance of the other parties’ obligations under the PMSA in lieu of its right to terminate the agreement.

Indemnification. Subject to certain limitations provided for in the PMSA, each of the parties to the PMSA mutually agreed to indemnify and hold harmless each other and each of their affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees to the fullest extent permitted by applicable law, against and in respect of any and all losses incurred or sustained by such party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the other party contained in the PMSA or in any of the additional agreements or any certificate or other writing delivered pursuant hereto; or (ii) any claim for brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of the other party or any of their representatives.

NOTE 7. EMERGEN ENERGY LLC INTANGIBLE ASSETS – BESS and Solar Development Projects

On April 24, 2024 the Company completed the acquisition of Emergen whereby the Company issued 222,222,000 unregistered shares of its common stock to Emergen’s sole member, C&C, an entity controlled by Cole Johnson who became an executive officer and director of the Company coincident with the acquisition, in exchange for 100% of Emergen’s equity interests. Emergen was formed just prior to the acquisition and had no business operations. Emergen held 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 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 222,222,000 unregistered shares valued at the closing price on April 24, 2024 of $0.10 ($22,222,200) as the initial measurement value.

NOTE 8. SOLAR PROJECTS SALE

On May 30, 2024, Emergen entered into a Project Sale Agreement (“Agreement”) with Bridgelink for an estimated 2.425 GW of Emergen’s estimated 4.040 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) Bitech; (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 of when Bridgelink receives milestone payments from the Purchaser for these projects. This Agreement is still in effect and there have been no changes to the Agreement. The $943,500 deposit was paid to Emergen in June 2024.

In the event that Purchaser, under the purchase agreement decides to transfer any Project along with its interests to Bridgelink or any creditworthy entity designated by Bridgelink (“Returned Project”), Bridgelink shall provide written notice to Emergen within ten (10) business days of receipt of such notice from the Purchaser and Bridgelink shall convey, transfer, assign, deliver, and contribute over certain rights and interests to the Returned Project to Emergen within ten (10) business days of receipt of such Returned Project, unless otherwise agreed upon by Emergen in writing. For clarity, any creditworthy entity designated by Bridgelink shall be confirmed in writing by Emergen. Bridgelink is to receive payment from the Purchaser no later than March 31 of the year following each calendar yearend for any milestones that have been achieved during that calendar year. Emergen is to receive payment within five days from Bridgelink receiving payment from the Purchaser. The Purchaser and Bridgelink can return any Project for full refund until all milestones have been achieved and payments received by Project.

The Projects sold by Emergen to Bridgelink are in what are termed as a Greenfield Projects. With respect to each Greenfield Project, Emergen will be paid:

(i) $5,000 per megawatt (in alternating current) measured at the Point of Interconnection after such Greenfield Project has secured all necessary land rights as determined in good faith ($12,125,000 for the estimated 2,425 megawatts sold); and

(ii) $3,000 per megawatt (in alternating current) measured at the Point of Interconnection when the relevant Greenfield Project has achieved ready-to-build (RTB) status as determined in good faith ($7,275,000 for the estimated 2,425 megawatts sold.

There is no specified timeframe for the milestones to be achieved.

The upfront payment that was received has been recorded as deferred revenue until there is no longer a right to return the Projects. The remainder of the transaction is disclosed as a footnote to the financial statements but not recorded within the financial statements. All payments that are received will be recorded as deferred revenue with proper footnote explanation of the transaction and will not be recorded as revenue until the right Bridgelink to return the Project and request a full refund no longer exists. There are no other sale contingencies besides those disclosed herein.

NOTE 9. SUBSEQUENT EVENTS

The Company sold 3,600,000 unregistered restricted shares to an accredited investor at $0.05 per share for gross proceeds of $180,000 during October 2024.

As disclosed in Part II, Item 1. Legal Proceedings, pursuant to the Thomason Settlement Agreement dated October 7, 2024, the Company canceled 2,575,387 shares of the Company’s common stock, par value $0.001 per share previously issued by the Company to Thomason.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bitech Technologies Corporation (the “Company,” “Bitech Technologies,” “our” or “we”) is for the nine months ended September 30, 2024 and 2023. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the nine months ended September 30, 2024 and 2023 and the accompanying notes for such period included in our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

The information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws and Canadian securities laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: our ability to become profitable and generate cash in our operating activities; our need for substantial additional financing to operate our business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; our significant indebtedness and significant restrictions on our operations; the risk that the BESS and Solar Development Projects discussed below (the “Development Projects”) may not be completed, will be materially delayed or will be more costly or difficult than expected or that the Company is otherwise unable to successfully complete the Development Projects; (iii) the failure to obtain the necessary approvals and consents to complete the Development Projects, regulatory, or any other consents required to complete the projects; our ability to obtain required governmental approvals to complete the Development Projects (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Company or the expected benefits of the Acquisition discussed below); the Company’s ability to fund the costs required to complete the Development Projects; the impact of global climate change on our ability to conduct future operations; our dependence on key inputs, suppliers and skilled labor to complete construction of the Development Projects and acquire equipment for the operation of the proposed Development Projects; our ability to attract and retain key personnel; growth-related risks, including capacity constraints and pressure on our internal systems and controls; risk related to the protection of our intellectual property and our exposure to infringement or misappropriation claims by third parties; risks related to competition; risks related to our lack of internal controls over financial reporting and their effectiveness; increased costs we are subject to as a result of being a public company in the United States; and other events or conditions that may occur in the future.

Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties described in “Risk Factors.”

Although we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks described in “Risk Factors.”

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Consequently, all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation.

Overview of the Business

Currently, we have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing a suite of green energy solutions with plans to develop Battery Energy Storage System (BESS) projects, commercial and residential renewable energy solutions, enterprise utility services, public service engagements, and other renewable energy initiatives. We plan to pursue these innovative energy technologies and become a grid-balancing operator by developing a portfolio of battery energy storage system (“BESS”) projects with a cumulative storage capacity estimated at 1.965 gigawatts (“GW”) and rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 3.840 GW (collectively, the “Development Projects”) that we acquired in connection with our acquisition of Emergen Energy LLC (“Emergen”). See Note 8 – Solar Projects Sale to the financial statements included elsewhere in this Quarterly Report on Form 10-Q discussing the recent sale of 2.425 GW estimated capacity of the 3.84 solar energy development projects. We plan to raise the working capital we need to commence the Development Projects. See Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources. In addition, our team has identified two highly competitive battery energy storage suppliers who have expressed interest in establishing partnerships with us, as we seek to integrate their products into our recently acquired Development Projects. In addition, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate investments, provide new market entries toward emerging-growth regions and implement innovative, scalable energy system solutions with technological focuses on smart grid, Home Energy Management System (HEMS), Building Energy Management System (BEMS), City Energy Management System (CEMS), energy storage, and EV infrastructure.

To accelerate growth of a planned intellectual property (IP) portfolio through acquisition strategies, we plan to execute our Smart Acquisition Model with selected acquisitions of defensible technologies accompanied with visionary management teams who can demonstrate a common goal with us in order to unlock the full potential with capital infusion, accelerate growth. To achieve our development plans, we plan to incubate those acquired companies toward foreseeable plans for mergers and acquisitions, formation of global joint ventures, while facilitating new market entry to today’s fastest growing Southeast Asia region. With this acquisition model, we expect to build a valuable technology portfolio of IP assets in various innovative green energy technologies, leveraging our network of global capital partners with low-cost manufacturing capacity and oversea outsourcing technical talents from our niche sources in Vietnam.

Further, we plan to execute a Dual Growth Business Model encompassing (1) IP portfolio growth which includes technology licensing or technology acquisitions, enhanced with our plans to carry out research and development for specific applications, and (2) sustainable revenue growth by executing planned BESS acquisitions via joint ventures with capital partners to collect joint venture income from BESS operations or Vietnam-based manufacturing partners which can manufacture products derived from our technology solutions.

The Company acquired Bitech Mining on March 31, 2022 pursuant to a Share Exchange Agreement. Pursuant to the Share Exchange Agreement we acquired an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock representing 100% of the issued and outstanding shares of Bitech Mining in exchange for an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock. Effective June 27, 2022, each share of Series A Preferred Stock automatically converted into 53.975685 shares (an aggregate of 485,781,168) of the Company’s Common Stock upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000. Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

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Comparison of the three month period ended September 30, 2024 with the three month period ended September 30, 2023.

The Company has generated no revenues from its primary business for the three months ended September 30, 2024 and September 30, 2023.

During the three months ended September 30, 2024, we incurred $811,752 of general and administrative expenses compared to $135,434 for the same period in 2023. General and administrative expenses have increased primarily related to approximately $339,880 of non-cash stock compensation expense and approximately $70,000 legal fees related to the Emergen Acquisition and $166,000 contractor fees related to the Emergen projects. We have booked $943,500 deferred revenue related to cash received for the sale of certain solar projects originally acquired as part of the Emergen Acquisition.

As a result of the foregoing, we had net loss of ($811,762) for the three months ended September 30, 2024, compared to a net loss of ($135,434) for the three months ended September 30, 2023.

Comparison of the nine month period ended September 30, 2024 with the nine month period ended September 30, 2023.

The Company has generated minimal revenues from its primary business for the nine months ended September 30, 2024 and September 30, 2023.

During the nine months ended September 30, 2024, we incurred $1,948,487 of general and administrative expenses compared to $596,941 for the same period in 2023. General and administrative expenses the nine months ended September 30, 2024 have increased primarily related to $928,000 of non-cash stock compensation expense and the increases in the nine months ended September 30, 2024 of approximately $70,000 legal fees related to the Emergen Acquisition and $249,000 contractor fees related to the Emergen projects. We have booked $943,500 deferred revenue related to cash received for the sale of certain solar projects originally acquired as part of the Emergen Acquisition.

As a result of the foregoing, we had net loss of ($1,948,159) for the nine months ended September 30, 2024, compared to a net loss of ($589,941) which included $7,000 other income to offset the general and administrative expenses for the nine months ended September 30, 2023.

Working Capital

The calculation of Working Capital provides additional information and is not defined under GAAP but it is acknowledged that it is a defined term by the FASB. We define Working Capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP. This information is intended to provide investors with information about our liquidity.

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

Liquidity and Capital Resources

As of September 30, 2024 and December 31, 2023, we had total current liabilities of $1,154,995 and $35,229, respectively, and current assets of $725,311 and $163,417, respectively, to meet our current obligations. As of September 30, 2024, we had working capital of $529,625, a decrease of working capital of $453,943 as compared to December 31, 2023, driven primarily by $943,500 deferred revenue recorded related to cash provided from the sale of solar projects and cash used in operations offset by $396,000 cash proceeds from the sale of common stock during the nine months ended September 30, 2024.

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For the nine months ended September 30, 2024, cash used by operations was approximately ($83,000) which primarily included the net loss of approximately ($1,948,000) but adjusted for the deferred revenue payment of $943,500, the non-cash stock based compensation of $928,000, and common stock issued for legal services of $66,000.

We have a history of operating losses. We have not yet achieved profitable operations and expect to incur further losses. We have funded our operations primarily from equity financing. As of September 30, 2024, cash generated from financing activities was not sufficient to fund our growth strategy in the short-term or long-term. The primary need for liquidity is to fund working capital requirements of the business, including operational and development costs to develop and construct our planned BESS and Solar projects that are part of the Development Project rights we acquired upon completion of the acquisition of Emergen. As the Development Projects are in their early phase of development, we have not determined the amount of capital needed to complete their development or operate them until sufficient cash is generated from their operations. The primary source of liquidity has primarily been private financing transactions. The ability to fund operations, to make planned capital expenditures, to execute on the development and commercialization of the Development Projects depends on our ability to raise funds from debt and/or equity financing which is subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.

Changes in or Adoption of Accounting Practices

There were no material changes in or adoption of new accounting practices during the nine months ended September 30, 2024.

Critical Accounting Policies

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Such officers have concluded (based upon their evaluation of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including our principal executive and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of September 30, 2024.

Changes in Internal Control Over Financial Reporting

Our principal executive officer and principal financial officer have also indicated that, upon evaluation, there were no changes in our internal control over financial reporting or other factors during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our 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. Because 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 override of the control. The design of any system of controls also 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. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of the date of this Quarterly Report, to our knowledge, there are no legal proceedings or regulatory actions material to us to which we are a party, or have been a party to, or of which any of our property is or was the subject matter of, and no such proceedings or actions are known by us to be contemplated except as provided below:

Due to the misrepresentations and omissions of SuperGreen, Calvin C. Cao and Michael H. Cao, among other reasons, the Company filed a complaint in the U.S. District Court, Central District of California on February 2, 2023 against SuperGreen, Michael H. Cao, Linh T. Dao, Calvin C. Cao and entities affiliated with them alleging fraud-concealment, breach of contract, breach of fiduciary duty-duty of good faith, breach of fiduciary duty-undivided loyalty, conversion and violation of California Penal Code Sec. 496 (the “Cao Lawsuit”). This lawsuit seeks compensatory damages of at least $33.6 million, treble and punitive damages, imposition of a constructive trust over the defendants assets, pre-judgment and post-judgment interest, attorney’s fees and such other relief as determined by the court.

Effective February 20, 2023, the Company, together with its wholly owned subsidiary Bitech Mining Corporation entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “C. Cao Settlement Agreement”) with Calvin Cao (“C. Cao”) and SuperGreen Energy Corporation (“SuperGreen,” together with C. Cao, the “C. Cao Parties”). The C. Cao Settlement Agreement settles as to the C. Cao Parties, the Cao Lawsuit. Pursuant to the C. Cao Settlement Agreement, the C. Cao Parties terminated the Patent & Technology Exclusive and Non-Exclusive License Agreement between Bitech Mining Corporation and SuperGreen dated January 15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the “License Agreement”) and SuperGreen canceled 51,507,749 shares of the Company’s common stock, par value $0.001 per share issued by the Company to SuperGreen pursuant to the License Agreement. In addition, the parties to the Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice of the Cao Lawsuit as to the C. Cao Parties. The Settlement Agreement also contains additional covenants, representations and warranties that are customary of litigation settlement agreements.

On March 6, 2023, Michael Cao and Linh Dao filed, without an attorney, a pro se Motion to Dismiss for Lack of Jurisdiction. On April 17, 2023, the court dismissed the Cao Lawsuit without prejudice due to a lack of subject matter jurisdiction.

On April 18, 2023, we filed a complaint against Michael H. Cao, Linh T. Dao, B & B Investment Holding, LLC (“B & B Investment”) and Cory Thomason in the Orange County California Superior Court containing substantially the same allegations included in the Cao Lawsuit filed in federal court (the “Cao State Court Lawsuit”). We served Mr. Cao, Ms. Dao and B & B Investment Holding, LLC on April 26, 2023 and are continuing efforts to serve Mr. Thomason. Defendants Michael H. Cao, Linh T. Dao, B & B Investment (pro se) filed a Motion to Quash Service of Summons; Motion to Dismiss or Stay Complaint (the “B & B Motions”). In response to this motion, the Company filed a Motion to Strike B & B Investment’s motion (the “Motion to Strike”), Request for Sanctions in Amount of $2,400 and Request for Default as to B & B Investment because it is being impermissibly represented by Michael H. Cao who is engaging in the unauthorized practice of law as to a corporate entity.

The Company filed a First Amended Complaint (“FAC”) on June 7, 2024. Meanwhile, Michael H. Cao, Linh T. Dao, B & B Investment’s attorney moved to be relieved as counsel, which was granted on August 2, 2024. After Michael H. Cao, Linh T. Dao, B & B Investment failed to timely file a response to the FAC, defaults were entered against them on August 23, 2024. The Company is currently seeking default judgments against Michael H. Cao, Linh T. Dao, B & B Investment.

Defendant Cory Thomason was served with the FAC. Effective October 7, 2024, the Company entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “Thomason Settlement Agreement”) with Thomason. Pursuant to the Thomason Settlement Agreement, the Company canceled 2,575,387 shares of the Company’s common stock, par value $0.001 per share previously issued by the Company to Thomason. In addition, the parties to the Thomason Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice as to Thomason in the Cao State Court Lawsuit. The Thomason Settlement Agreement also contains additional covenants, representations and warranties that are customary of litigation settlement agreements.

The Company intends to vigorously prosecute the Cao State Court Lawsuit. We cannot predict the outcome of this lawsuit, however.

Litigation Assessment

We have evaluated the foregoing Cao Lawsuit to assess the likelihood of any unfavorable outcome and to estimate, if possible, the amount of potential loss as it relates to the litigation. Based on this assessment and estimate, which includes an understanding of our intention to vigorously prosecute the Cao Lawsuit, we believe that the potential defenses of any of the remaining defendants lack merit, however, and we cannot predict the likelihood of any recoveries by any of our claims against the remaining defendants. This assessment and estimate is based on the information available to management as of the date of this Report and involves a significant amount of management judgment, including the inherent difficulty associated with assessing litigation matters in their early stages. As a result, the actual outcome or loss may differ materially from those envisioned by the current assessment and estimate. Our failure to successfully prosecute, defend or settle the Cao Litigation with the remaining defendants could have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock to decline.

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ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following information represents securities sold by us during the quarter ended September 30, 2024 which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We sold all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder and Section 3(a)(10) of the Securities Act.

On August 6, 2024, the Company entered into an investor relations consulting agreement whereby the Company agreed to pay the consultant a monthly cash fee of $7,000 pre-uplist and $10,000 post uplist to a major U.S. exchange, such as NASDAQ or the New York Stock Exchange. The Company granted to the consultant an option to purchase 3,000,000 shares of the Company’s common stock. The Options will vest as follows: 1,000,000 options vested October 10, 2024, the date of grant, 1,000,000 Options will vest on August 6, 2025 and 1,000,000 Options will vest on February 6, 2026. Any unvested options will forfeit upon termination of the agreement. The exercise price of the Options will be $0.08 USD per share. The Options will expire five (5) years from the issuance date. If the consulting agreement is terminated, the Options will expire two (2) years from termination of the Agreement. Any underlying shares from the exercise of Options will not be publicly sold before August 1, 2025.

The Company issued 2,000,000 of restricted securities awards (RSA) valued at $120,000 ($0.06 per share) during January 2024 and recorded $30,000 as stock compensation expense in the quarter ended March 31, 2024 as payment for services provided by two employees of the Company. These RSAs vested 25% in January 2024 and will vest 25% on each anniversary for the three years.

All of the securities referred to above were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. None of the foregoing securities as well as common stock issuable upon conversion or exercise of such securities, have been registered under the Securities Act or any other applicable laws and are deemed restricted securities, and unless so registered may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

The Company sold 3,600,000 unregistered restricted shares to an accredited investor at $0.05 per share for gross proceeds of $180,000 during October 2024.

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ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		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.

31.2		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.

32.1		Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

32.2		Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed or furnished herein.

^	Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
†	Includes management contracts and compensation plans and arrangements.

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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 thereunto duly authorized.

	Bitech Technologies Corporation

Date: November 14, 2024	By:	/s/ Benjamin Tran
		Benjamin Tran
		Chief Executive Officer (Principal Executive Officer)

Date: November 14, 2024	By:	/s/ Robert J. Brilon
		Robert J. Brilon
		Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Benjamin Tran, Chief Executive Officer of Bitech Technologies Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bitech Technologies Corporation for the quarter ended September 30, 2024.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d- 15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s independent registered public accounting firm and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Benjamin Tran
		Benjamin Tran
		Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Robert J. Brilon, the Chief Financial Officer of Bitech Technologies Corporation, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bitech Technologies Corporation for the quarter ended September 30, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d- 15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s independent registered public accounting firm and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Robert J. Brilon
		Robert J. Brilon
		Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO RULE 13a-14(b) OR

RULE 15d-14(b) and 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Bitech Technologies Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Tran, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Benjamin Tran
		Benjamin Tran
		Chief Executive Officer (Principal Executive Officer)

The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and is not to be incorporated by reference into any filing of Bitech Technologies Corporation under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO RULE 13a-14(b) OR

RULE 15d-14(b) and 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Bitech Technologies Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Brilon, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Robert J. Brilon
		Robert J. Brilon
		Chief Financial Officer (Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-27407
Entity Registrant Name	BITECH TECHNOLOGIES CORPORATION
Entity Central Index Key	0001066764
Entity Tax Identification Number	93-3419812
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	895 Dove Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(855)
Local Phone Number	777-0888
Title of 12(b) Security	None
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		718,311,833

Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 298,505	$ 152,417
Prepaid expense	260,000	11,000
Deferred offering costs	166,806
Total current assets	725,311	163,417
Intangible Asset – BESS and Solar Development Projects	22,222,200
Total assets	22,947,511	163,417
Current liabilities:
Accounts payable and accrued liabilities	211,496	35,229
Deferred revenue	943,500
Total current liabilities	1,154,996	35,229
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 717,287,220 and 484,464,194 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	717,287	484,464
Additional paid-in capital	24,931,674	1,552,011
Accumulated deficit	(3,856,446)	(1,908,287)
Total stockholders’ equity	21,792,515	128,188
Total liabilities and stockholders’ equity	$ 22,947,511	$ 163,417

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	717,287,220	484,464,194
Common stock, shares outstanding	717,287,220	484,464,194

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
REVENUE
TOTAL REVENUE			$ 328
COST OF REVENUE
GROSS PROFIT			328
OPERATING EXPENSES
General & Administrative	471,872	135,434	1,020,526	494,341
Stock Based Compensation	339,880		927,961	102,600
Total Operating Expenses	811,752	135,434	1,948,487	596,941
LOSS FROM OPERATIONS	(811,752)	(135,434)	(1,948,159)	(596,941)
OTHER INCOME (EXPENSE)
Miscellaneous Income (Expense)				7,000
Interest and Other Income
Total Other Income (Expense)				7,000
LOSS BEFORE INCOME TAXES	(811,752)	(135,434)	(1,948,159)	(589,941)
BENEFIT (PROVISION) FOR INCOME TAXES
NET LOSS	$ (811,752)	$ (135,434)	$ (1,948,159)	$ (589,941)
BASIC LOSS PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
DILUTED LOSS PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE SHARES BASIC	716,996,702	476,384,761	619,779,349	478,692,378
WEIGHTED AVERAGE SHARES DILUTED	716,996,702	476,384,761	619,779,349	478,692,378
Equipment Sales [Member]
REVENUE
TOTAL REVENUE
Service Revenue [Member]
REVENUE
TOTAL REVENUE			328
Other Revenue [Member]
REVENUE
TOTAL REVENUE

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (1,948,159)	$ (589,941)
Common Stock issued for services	66,325	101,963
Stock Based Compensation	927,961	102,600
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(249,000)	2,728
Accounts payable and accrued liabilities	176,267	5,683
Deferred revenue	943,500
Net cash provided by (used in) operating activities	(83,106)	(376,967)
Cash flows from financing activities:
Deferred Offering Costs	(166,806)
Cash from Sale of Common Stock, net	396,000	245,000
Net cash provided by (used in) financing activities	229,194	245,000
Net increase (decrease) in cash and cash equivalents	146,088	(131,967)
Cash and cash equivalents at beginning of period	152,417	197,723
Cash and cash equivalents at end of period	298,505	151,046
Supplementary disclosure of non-cash operating activities:
Common Stock issued for legal services – 793,883 and 1,259,106 Common Shares, September 30, 2024 and 2023, respectively.	66,325	101,963
Supplementary disclosure of non-cash investing and financing activities:
Common Stock cancelled related to exclusive license cancellation and settlement agreement – 51,507,749 Common Shares		51,508
Common Stock issued in exchange for 100% equity interest in Emergen Energy LLC – 222,222,000 Common Shares	22,222,200
Supplementary disclosure of cash flow information:
Interest paid
Taxes paid

Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - Common Stock [Member] - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Number of sevice issued, shares	793,883	1,259,106
Cancellation and settlement agreement, shares		51,507,749
Common Stock issued shares	222,222,000
Emergen Energy LLC [Member]
Equity interest percentage	100.00%

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances at Dec. 31, 2022	$ 515,506	$ 780,414	$ (1,096,594)	$ 199,326
Balance, shares at Dec. 31, 2022	515,505,770
Stock Compensation		102,600		102,600
Sale of Common Stock	$ 11,917	233,083		245,000
Sale of Common Stock, shares	11,916,667
Common Stock for Services	$ 1,259	100,704		101,963
Common Stock for Services, shares	1,259,106
Net loss			(589,941)	(589,941)
Stock cancelled related to SuperGreen Exclusive License cancellation	$ (51,508)	51,508
Stock cancelled related to SuperGreen Exclusive License cancellation, shares	(51,507,749)
Common Stock issued for Emergen Energy, LLC
Balances at Sep. 30, 2023	$ 477,174	1,268,309	(1,686,535)	58,948
Balance, shares at Sep. 30, 2023	477,173,794
Balances at Jun. 30, 2023	$ 476,182	1,234,586	(1,551,101)	159,667
Balance, shares at Jun. 30, 2023	476,181,817
Stock Compensation
Sale of Common Stock	$ 667	19,333		20,000
Sale of Common Stock, shares	666,667
Common Stock for Services	$ 325	14,390		14,715
Common Stock for Services, shares	325,310
Net loss			(135,434)	(135,434)
Balances at Sep. 30, 2023	$ 477,174	1,268,309	(1,686,535)	58,948
Balance, shares at Sep. 30, 2023	477,173,794
Balances at Dec. 31, 2023	$ 484,464	1,552,011	(1,908,287)	128,188
Balance, shares at Dec. 31, 2023	484,464,194
Sale of Common Stock	$ 5,407	390,593		396,000
Sale of Common Stock, shares	5,407,143
Common Stock for Services	$ 794	65,531		66,325
Common Stock for Services, shares	793,883
Net loss			(1,948,159)	(1,948,159)
Stock Based Compensation	$ 4,400	923,561		927,961
Stock Based Compensation, shares	4,400,000
Common Stock issued for Emergen Energy, LLC	$ 222,222	21,999,978		22,222,200
Common Stock issued for Emergen Energy, LLC, shares	222,222,000
Balances at Sep. 30, 2024	$ 717,287	24,931,674	(3,856,446)	21,792,515
Balance, shares at Sep. 30, 2024	717,287,220
Balances at Jun. 30, 2024	$ 714,623	24,576,529	(3,044,694)	22,246,458
Balance, shares at Jun. 30, 2024	714,622,789
Sale of Common Stock
Common Stock for Services	$ 264	17,664		17,928
Common Stock for Services, shares	264,431
Net loss			(811,752)	(811,752)
Stock Based Compensation	$ 2,400	337,481		339,881
Stock Based Compensation, shares	2,400,000
Balances at Sep. 30, 2024	$ 717,287	$ 24,931,674	$ (3,856,446)	$ 21,792,515
Balance, shares at Sep. 30, 2024	717,287,220

DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1. DESCRIPTION OF BUSINESS

CRITICAL ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

CRITICAL ACCOUNTING POLICIES

NOTE 2. CRITICAL ACCOUNTING POLICIES

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

Going Concern

Basis of Consolidation

Revenue recognition

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

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

Fair Value of Financial Instruments

Cash and Cash Equivalents

Property and Equipment

Deferred Offering Costs

Intangible Asset – BESS and Solar Development Projects

Long-Lived Assets

Concentrations of Credit Risk

Stock Based Compensation

Income Taxes

Uncertain Tax Positions

Legal Costs and Contingencies

Net Loss per Share

Recent Accounting Pronouncements Not Yet Adopted

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 3. STOCKHOLDERS’ EQUITY

NON-STATUTORY STOCK OPTIONS

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

NON-STATUTORY STOCK OPTIONS

NOTE 4. NON-STATUTORY STOCK OPTIONS

As of September 30, 2024 and December 31, 2023, there were 147,200,000, and 42,000,000 options outstanding, respectively.

Stock option transactions during the nine months ended September 30, 2024 and the year ended December 31, 2023 were as follows:

SCHEDULE OF STOCK OPTION TRANSACTIONS

	September 30, 2024					December 31, 2023
	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price

Outstanding at Beginning of Period		42,000,000		$	0.04		5,000,000		$	0.07
Granted		109,200,000			0.96		42,000,000			0.03
Exercised		-			-		-			-
Forfeited or Cancelled		(4,000,000	)		0.05		(5,000,000	)		0.03
Outstanding at End of Period		147,200,000			0.72		42,000,000			0.04

Weighted-Average Fair Value of Options Granted During the Period	$	0.02				$	0.01

Information with respect to stock options outstanding and exercisable at September 30, 2024 is as follows:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding at September 30, 2024		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price		Number Exercisable at September 30, 2024		Weighted- Average Exercise Price
$	0.025 - $1.50		147,200,000		9 years	$	0.72		27,450,000	$	0.03

RESTRICTED STOCK AWARDS

9 Months Ended

Sep. 30, 2024

Restricted Stock Awards

RESTRICTED STOCK AWARDS

NOTE 5. RESTRICTED STOCK AWARDS

Restricted Stock Award transactions during the nine months ended September 30, 2024 and the year ended December 31, 2023 were as follows:

SCHEDULE OF RESTRICTED STOCK AWARDS

	September 30, 2024					December 31, 2023
	Shares			Weighted- Average Price		Shares			Weighted- Average Price

Outstanding at Beginning of Period		7,983,720		$	0.00		7,983,720		$	0.00
Granted		4,400,000			0.07		1,500,000			0.03
Vested		(800,000	)		-		(1,500,000	)		-
Forfeited or Cancelled		-			-		-			-
Outstanding at End of Period		11,583,720			0.00		7,983,720			0.00

Weighted-Average Fair Value of RSAs Granted During the Period	$	0.05				$	0.02

ACQUISITION OF EMERGEN ENERGY LLC

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITION OF EMERGEN ENERGY LLC

NOTE 6. ACQUISITION OF EMERGEN ENERGY LLC

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

Project Management Services Agreement

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

Timing of Payment of Fees

EMERGEN ENERGY LLC INTANGIBLE ASSETS – BESS and Solar Development Projects

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

EMERGEN ENERGY LLC INTANGIBLE ASSETS – BESS and Solar Development Projects

NOTE 7. EMERGEN ENERGY LLC INTANGIBLE ASSETS – BESS and Solar Development Projects

SOLAR PROJECTS SALE

9 Months Ended

Sep. 30, 2024

Solar Projects Sale

SOLAR PROJECTS SALE

NOTE 8. SOLAR PROJECTS SALE

The Projects sold by Emergen to Bridgelink are in what are termed as a Greenfield Projects. With respect to each Greenfield Project, Emergen will be paid:

There is no specified timeframe for the milestones to be achieved.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

The Company sold 3,600,000 unregistered restricted shares to an accredited investor at $0.05 per share for gross proceeds of $180,000 during October 2024.

CRITICAL ACCOUNTING POLICIES (Policies)	9 Months Ended
CRITICAL ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Going Concern	Going Concern Since our inception, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of approximately $4 million as of September 30, 2024. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.
Basis of Consolidation	Basis of Consolidation The accompanying consolidated financial statements include the accounts of Bitech Technologies Corporation and its wholly owned subsidiaries, Bitech Mining Corporation, Emergen Energy LLC and Quad Video Halo, Inc. All material intercompany transactions have been eliminated upon consolidation. Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. We have assessed the impact of the guidance by performing the following five steps analysis: Step 1: Identify the contract Step 2: Identify the performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue Substantially all of the Company’s revenue is derived from leasing equipment. The Company considers a signed lease agreement to be a contract with a customer. Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company typically satisfies its performance obligations in contracts with customers upon delivery of the services. The Company does not have any contract assets since we have an unconditional right to consideration when we have satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components nor variable consideration. There are no returns and there is no allowances. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Cash, accounts receivable, accounts payable, accrued liabilities and notes payable 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.
Cash and Cash Equivalents	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.
Property and Equipment	Property and Equipment Property and equipment are carried at cost. When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations. Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized.
Deferred Offering Costs	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 September 30, 2024, the Company had deferred offering costs of $166,806.
Intangible Asset – BESS and Solar Development Projects	Intangible Asset – BESS and Solar Development Projects Intangible assets determined to have indefinite useful lives are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate the assets may be impaired. 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.
Long-Lived Assets	Long-Lived Assets We periodically review and evaluate long-lived assets when events and circumstances indicate that the carrying amount of these assets may not be recoverable. In performing our review for recoverability, we estimate the future cash flows expected to result from the use of such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying amount of the related assets, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash flows.
Concentrations of Credit Risk	Concentrations of Credit Risk Assets that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable arise from a diversified customer base and, therefore, we believe the concentration of credit risk is minimal. We evaluate the creditworthiness of customers before any services are provided. We record a discount based on the nature of our business, collection trends, and an assessment of our ability to fully realize amounts billed for services. We have no accounts receivable to warrant any allowance at September 30, 2024 and December 31, 2023.
Stock Based Compensation	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. During the nine month periods ended September 30, 2024 and 2023, we recognized stock based compensation expenses of $927,961 and $102,600, respectively.
Income Taxes	Income Taxes We account for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.
Uncertain Tax Positions	Uncertain Tax Positions Accounting Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. We are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon the outcomes of such matters. When applicable, we will adjust tax expense to reflect our ongoing assessments of such matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results. Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. Estimated interest and penalties are recognized as income tax expense and tax credits as a reduction in income tax expense. For the nine months ended September 30, 2024 and year ended December 31, 2023, we recognized no estimated interest or penalties as income tax expense.
Legal Costs and Contingencies	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. If a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable.
Net Loss per Share	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 nine months ended September 30, 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.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU No. 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In November 2019, the FASB issued ASU No. 2019-10 to amend the effective date for entities that had not yet adopted ASU No. 2016-13. Accordingly, the provisions of ASU No. 2016-13 are effective for annual periods beginning after December 15, 2022, with early application permitted in annual periods beginning after December 15, 2018. The amendments of ASU No. 2016-13 should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the future impact of ASU No. 2016-13 on the Company’s consolidated financial position, results of operations and disclosures.

NON-STATUTORY STOCK OPTIONS (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTION TRANSACTIONS

Stock option transactions during the nine months ended September 30, 2024 and the year ended December 31, 2023 were as follows:

SCHEDULE OF STOCK OPTION TRANSACTIONS

	September 30, 2024					December 31, 2023
	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price

Outstanding at Beginning of Period		42,000,000		$	0.04		5,000,000		$	0.07
Granted		109,200,000			0.96		42,000,000			0.03
Exercised		-			-		-			-
Forfeited or Cancelled		(4,000,000	)		0.05		(5,000,000	)		0.03
Outstanding at End of Period		147,200,000			0.72		42,000,000			0.04

Weighted-Average Fair Value of Options Granted During the Period	$	0.02				$	0.01

SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Information with respect to stock options outstanding and exercisable at September 30, 2024 is as follows:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding at September 30, 2024		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price		Number Exercisable at September 30, 2024		Weighted- Average Exercise Price
$	0.025 - $1.50		147,200,000		9 years	$	0.72		27,450,000	$	0.03

RESTRICTED STOCK AWARDS (Tables)

9 Months Ended

Sep. 30, 2024

Restricted Stock Awards

SCHEDULE OF RESTRICTED STOCK AWARDS

Restricted Stock Award transactions during the nine months ended September 30, 2024 and the year ended December 31, 2023 were as follows:

SCHEDULE OF RESTRICTED STOCK AWARDS

	September 30, 2024					December 31, 2023
	Shares			Weighted- Average Price		Shares			Weighted- Average Price

Outstanding at Beginning of Period		7,983,720		$	0.00		7,983,720		$	0.00
Granted		4,400,000			0.07		1,500,000			0.03
Vested		(800,000	)		-		(1,500,000	)		-
Forfeited or Cancelled		-			-		-			-
Outstanding at End of Period		11,583,720			0.00		7,983,720			0.00

Weighted-Average Fair Value of RSAs Granted During the Period	$	0.05				$	0.02

DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares					3 Months Ended	9 Months Ended
	Apr. 24, 2024	Apr. 24, 2024	Jun. 27, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 19, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares acquired	222,222,000	222,222,000
Common stock, par value			$ 0.001			$ 0.001		$ 0.001
Preferred stock, par value						$ 0.001		$ 0.001	$ 0.001
Shares issued upon conversion common stock, shares authorizedon of Series A Preferred Stock, shares			250,000,000			1,000,000,000		1,000,000,000
Series A Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share issued and outstanding percentage			96.00%
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued					666,667	5,407,143	11,916,667
Shares issued upon conversion of Series A Preferred Stock, shares			485,781,168	485,781,168
Bitech Mining Corporation [Member] \| Series A Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued				9,000,000
Preferred stock, par value				$ 0.001
Shares issued				0.09543
Preferred stock conversion term				Each share of Series A Preferred Stock shall automatically convert into 53.975685 shares (an aggregate of approximately 485,781,300) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred Stock
Bitech Mining Corporation [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value				$ 0.001
Share issued and outstanding percentage				100.00%
Shares issued upon conversion of Series A Preferred Stock, shares				94,312,250
Bitech Mining Corporation [Member] \| Share Exchange Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares acquired				94,312,250
Common stock, par value				$ 0.001
Share issued and outstanding percentage				100.00%

CRITICAL ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Retained Earnings (Accumulated Deficit)	$ 3,856,446		$ 3,856,446		$ 1,908,287
Deferred offering costs	166,806		166,806
Share based compensation	$ 339,880		927,961	$ 102,600
Estimated interest or penalties			$ 0		$ 0

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				3 Months Ended			6 Months Ended	9 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Apr. 24, 2024	Jun. 27, 2022	Mar. 31, 2022	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Mar. 30, 2022	Jan. 19, 2021
Class of Stock [Line Items]
Common stock, par value		$ 0.001		$ 0.001				$ 0.001		$ 0.001
Common stock shares authorized		250,000,000		1,000,000,000				1,000,000,000		1,000,000,000
Common stock, shares issued				717,287,220				717,287,220		484,464,194
Common stock, shares outstanding				717,287,220				717,287,220		484,464,194
Preferred stock, shares authorized				10,000,000				10,000,000		10,000,000		10,000,000
Preferred stock, par value				$ 0.001				$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued				0				0		0
Issuance of value				$ 17,928		$ 14,715		$ 66,325	$ 101,963
Share based compensation expense				$ 339,881				$ 927,961
Restricted Stock [Member]
Class of Stock [Line Items]
Number of restricted shares issued							2,400,000	2,000,000
Issuance of restricted shares, value							$ 192,000	$ 120,000
Stock price per share				$ 0.06	$ 0.08		$ 0.08	$ 0.06
Share based compensation expense				$ 24,000	$ 30,000
Restricted Stock [Member] \| July,1 2024 [Member]
Class of Stock [Line Items]
Vesting percentage								12.50%
Restricted Stock [Member] \| April 1, 2026 [Member]
Class of Stock [Line Items]
Vesting percentage								12.50%
Common Stock [Member]
Class of Stock [Line Items]
Sale of Common Stock, shares						666,667		5,407,143	11,916,667
Conversion of convertible securities, shares		485,781,168	485,781,168
Issuance of shares				264,431		325,310		793,883	1,259,106
Issuance of value				$ 264		$ 325		$ 794	$ 1,259
Share based compensation expense				2,400				$ 4,400
Common Stock [Member] \| Legal Counsel [Member]
Class of Stock [Line Items]
Issuance of shares								264,431
Issuance of value				$ 17,929
Bitech Mining Corporation [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Common stock, par value			$ 0.001
Conversion of convertible securities, shares			94,312,250
Share issued and outstanding percentage			100.00%
Emergen Energy LLC [Member] \| Membership Interest Purchase Agreement [Member]
Class of Stock [Line Items]
Number of unregistered common shares	222,222,000
Voting interests acquired	100.00%
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											9,000,000
Share issued and outstanding percentage		96.00%
Preferred stock, shares issued		9,000,000
Series A Preferred Stock [Member] \| Bitech Mining Corporation [Member]
Class of Stock [Line Items]
Preferred stock, par value			$ 0.001
Sale of Common Stock, shares			9,000,000

SCHEDULE OF STOCK OPTION TRANSACTIONS (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of Shares, Outstanding beginning of period	42,000,000	5,000,000
Weighted Average Exercise Price, Outstanding at beginning of period	$ 0.04	$ 0.07
Number of Shares, Granted	109,200,000	42,000,000
Weighted Average Exercise Price, Granted	$ 0.96	$ 0.03
Number of Shares, Exercised
Weighted Average Exercise Price, Exercised
Number of Shares, Forfeited or Cancelled	(4,000,000)	(5,000,000)
Weighted Average Exercise Price, Forfeited or Cancelled	$ 0.05	$ 0.03
Number of Shares, Outstanding end of period	147,200,000	42,000,000
Weighted Average Exercise Price, Outstanding at end of period	$ 0.72	$ 0.04
Weighted-Average Fair Value of Options Granted	$ 0.02	$ 0.01

SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Range of Exercise Prices, Minimum	$ 0.025
Range of Exercise Prices, Maximum	$ 1.50
Options Outstanding, Number Outstanding	147,200,000	42,000,000	5,000,000
Options Outstanding, Weighted Average Remaining Contractual Life	9 years
Option Outstanding, Weighted Average Exercise Price	$ 0.72	$ 0.04	$ 0.07
Options Exercisable, Number Exercisable	27,450,000
Option Exercisable, Weighted Average Exercise Price	$ 0.03

NON-STATUTORY STOCK OPTIONS (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Options outstanding	147,200,000	42,000,000	5,000,000
Unrecognized stock-based compensation	$ 4,300	$ 2,780

SCHEDULE OF RESTRICTED STOCK AWARDS (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Restricted Stock Awards
Number of Shares, Outstanding beginning of period	7,983,720	7,983,720
Weighted Average Exercise Price, Outstanding at beginning of period	$ 0.00	$ 0.00
Number of Shares, Granted	4,400,000	1,500,000
Weighted Average Exercise Price, Granted	$ 0.07	$ 0.03
Number of Shares, Exercised	(800,000)	(1,500,000)
Weighted Average Exercise Price, Exercised
Number of Shares, Forfeited or Cancelled
Number of Shares, Outstanding end of period	11,583,720	7,983,720
Weighted Average Exercise Price, Outstanding at end of period	$ 0.00	$ 0.00
Weighted-Average Fair Value of Options Granted	$ 0.05	$ 0.02

ACQUISITION OF EMERGEN ENERGY LLC (Details Narrative) - USD ($)			1 Months Ended	9 Months Ended
	Apr. 24, 2024	Apr. 24, 2024	Jan. 31, 2024	Sep. 30, 2024
Business Acquisition [Line Items]
Transaction value	$ 22,222,200
Shares issued, price per share	$ 0.10	$ 0.10
Payment for fee				$ 29,025,000
BESS Development Fees [Member]
Business Acquisition [Line Items]
Payment for fee				9,825,000
Solar Development Fees [Member]
Business Acquisition [Line Items]
Payment for fee				$ 19,200,000
Maximum [Member]
Business Acquisition [Line Items]
Capital infusion			$ 50,000,000
Project Management Services Agreement [Member]
Business Acquisition [Line Items]
Payment for fee percentage				50.00%
Initial fee percentage				62.50%
Project Management Services Agreement [Member] \| BESS Development Fees [Member]
Business Acquisition [Line Items]
Payment for fee				$ 9,825,000
Share price				$ 0.03
Project Management Services Agreement [Member] \| Solar Development Fees [Member]
Business Acquisition [Line Items]
Payment for fee				$ 19,200,000
Share price				$ 0.03
Project Management Services Agreement [Member] \| Other Development Fees [Member]
Business Acquisition [Line Items]
Share price				$ 0.02
Payment for fee percentage				50.00%
Emergen Energy LLC [Member] \| Membership Interest Purchase Agreement [Member]
Business Acquisition [Line Items]
Number of unregistered common shares		222,222,000
Voting interests acquired	100.00%	100.00%
C&C Johnson Holdings, LLC [Member] \| Membership Interest Purchase Agreement [Member]
Business Acquisition [Line Items]
Voting interests acquired	31.30%	31.30%
Number of shares of common stock		711,090,664

EMERGEN ENERGY LLC INTANGIBLE ASSETS – BESS and Solar Development Projects (Details Narrative)	Apr. 24, 2024 USD ($) $ / shares shares	Apr. 24, 2024 $ / shares shares
Goodwill and Intangible Assets Disclosure [Abstract]
Number of shares acquired \| shares	222,222,000	222,222,000
Investment owned, net assets, percentage	100.00%	100.00%
Shares issued, price per share \| $ / shares	$ 0.10	$ 0.10
Transaction value \| $	$ 22,222,200

SOLAR PROJECTS SALE (Details Narrative)	May 30, 2024 USD ($) GW MW	Jun. 30, 2024 USD ($)
Land Rights [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of megawatt \| MW	5,000
Number of megawatt amount	$ 12,125,000
Number of megawatt sold \| MW	2,425
Ready To Build [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of megawatt \| MW	3,000
Number of megawatt amount	$ 7,275,000
Number of megawatt sold \| MW	2,425
Emergen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Voting interest percentage	62.50%
Legal fees	$ 589,687.50
Business acquistion description	(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 of when Bridgelink receives milestone payments from the Purchaser for these projects.
Project Management Services Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of gigawatt \| GW	2.425
Payment to acquire business gross	$ 19,400,000
Payment for fees	943,500
Remaining proceeds from sale of solar projects	$ 18,456,500
Deposits		$ 943,500
Project Management Services Agreement [Member] \| Emergen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of gigawatt \| GW	4.040

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Oct. 07, 2024	Dec. 31, 2023	Jun. 27, 2022
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues			$ 20,000	$ 396,000	$ 245,000
Common Stock, Par or Stated Value Per Share		$ 0.001		$ 0.001			$ 0.001	$ 0.001
Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of Common Stock, shares	3,600,000
Stock Issued During Period, Value, New Issues	$ 180,000
Subsequent Event [Member] \| Settlement Agreement [Member]
Subsequent Event [Line Items]
Stock Redeemed or Called During Period, Shares	2,575,387
Common Stock, Par or Stated Value Per Share						$ 0.001
Subsequent Event [Member] \| Investor [Member]
Subsequent Event [Line Items]
Share Price	$ 0.05