Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 251 Little Falls Drive |
Entity Address, City or Town | Wilmington |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19808 |
City Area Code | (302) |
Local Phone Number | 636-5440 |
Contact Personnel Name | The Company Corporation |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 1,053,854 | $ 152,417 | $ 197,723 |
Prepaid expense | 11,000 | 13,000 | |
Deferred offering costs | 93,830 | ||
Total current assets | 1,147,684 | 163,417 | 210,723 |
Intangible Asset – BESS and Solar Development Projects | 22,222,200 | ||
Total assets | 23,369,884 | 163,417 | 210,723 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 179,926 | 35,229 | 11,397 |
Deferred revenue | 943,500 | ||
Total current liabilities | 1,123,426 | 35,229 | 11,397 |
Stockholders’ equity | |||
Preferred stock, value | |||
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 714,622,789 and 484,464,194 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 714,623 | 484,464 | 515,506 |
Additional paid-in capital | 24,576,529 | 1,552,011 | 780,414 |
Accumulated deficit | (3,044,694) | (1,908,287) | (1,096,594) |
Total stockholders’ equity | 22,246,458 | 128,188 | 199,326 |
Total liabilities and stockholders’ equity | 23,369,884 | 163,417 | 210,723 |
Series A Convertible Preferred Stock [Member] | |||
Stockholders’ equity | |||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 714,622,789 | 484,464,194 | 515,505,770 |
Common stock, shares outstanding | 714,622,789 | 484,464,194 | 515,505,770 |
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,000,000 | 9,000,000 | 9,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUE | ||||||
TOTAL REVENUE | $ 328 | $ 308 | $ 26,197 | |||
COST OF REVENUE | ||||||
GROSS PROFIT | 328 | 308 | 26,197 | |||
OPERATING EXPENSES | ||||||
General & Administrative | 822,900 | 222,429 | 1,136,735 | 461,507 | 819,001 | 888,106 |
Total Operating Expenses | 822,900 | 222,429 | 1,136,735 | 461,507 | 819,001 | 888,106 |
LOSS FROM OPERATIONS | (822,900) | (222,429) | (1,136,407) | (461,507) | (818,693) | (861,910) |
OTHER INCOME (EXPENSE) | ||||||
Miscellaneous Income (Expense) | 7,000 | |||||
Interest and Other Income | 7,000 | 50,475 | ||||
Interest Expense | (200) | |||||
Total Other Income (Expense) | 7,000 | 7,000 | 50,275 | |||
LOSS BEFORE INCOME TAXES | (822,900) | (222,429) | (1,136,407) | (454,507) | (811,693) | (811,635) |
BENEFIT (PROVISION) FOR INCOME TAXES | ||||||
NET LOSS | $ (822,900) | $ (222,429) | $ (1,136,407) | $ (454,507) | $ (811,693) | $ (811,635) |
BASIC LOSS PER SHARE | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
DILUTED LOSS PER SHARE | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES BASIC | 654,139,257 | 466,691,254 | 570,636,498 | 479,865,311 | 479,080,612 | 284,808,907 |
WEIGHTED AVERAGE SHARES DILUTED | 654,139,257 | 466,691,254 | 570,636,498 | 479,865,311 | 479,080,612 | 284,808,907 |
Equipment Sales [Member] | ||||||
REVENUE | ||||||
TOTAL REVENUE | ||||||
Service Revenue [Member] | ||||||
REVENUE | ||||||
TOTAL REVENUE | 328 | |||||
Other Revenue [Member] | ||||||
REVENUE | ||||||
TOTAL REVENUE |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Jan. 20, 2021 | $ 20,241 | $ 1,265,559 | $ 1,285,800 | ||
Balance, shares at Jan. 20, 2021 | 20,240,882 | ||||
Net loss | (284,959) | (284,959) | |||
Balance at Dec. 31, 2021 | $ 20,241 | 1,265,559 | (284,959) | 1,000,841 | |
Balance, shares at Dec. 31, 2021 | 20,240,882 | ||||
Recapitalization | (139,880) | (139,880) | |||
Restricted Stock Awards | $ 7,984 | (7,984) | |||
Restricted Stock Awards, shares | 7,983,720 | ||||
Series A Preferred Shares issued in Share Exchange | $ 9,000 | 9,000 | |||
Series A Preferred Shares issued in Share Exchange, shares | 9,000,000 | ||||
Shares issued upon conversion of Series A Preferred Stock | $ 485,781 | $ (9,000) | (485,781) | (9,000) | |
Shares issued upon conversion of Series A Preferred Stock, shares | 485,781,168 | (9,000,000) | |||
Sale of Common Stock | $ 1,500 | 148,500 | 150,000 | ||
Sale of Common Stock, shares | 1,500,000 | ||||
Net loss | (811,635) | (811,635) | |||
Balance at Dec. 31, 2022 | $ 515,506 | 780,414 | (1,096,594) | 199,326 | |
Balance, shares at Dec. 31, 2022 | 515,505,770 | ||||
Common Stock for Services | $ 934 | 86,314 | 87,248 | ||
Common Stock for Services, shares | 933,796 | ||||
Stock Compensation | 102,600 | 102,600 | |||
Stock cancelled related to SuperGreen Exclusive License cancellation | $ (51,508) | 51,508 | |||
Sale of Common Stock | $ 11,250 | 213,750 | 225,000 | ||
Sale of Common Stock, shares | 11,250,000 | ||||
Common Stock issued for Emergen Energy, LLC | |||||
Net loss | (454,507) | (454,507) | |||
Stock cancelled related to SuperGreen Exclusive License cancellation, shares | (51,507,749) | ||||
Balance at Jun. 30, 2023 | $ 476,182 | 1,234,586 | (1,551,101) | 159,667 | |
Balance, shares at Jun. 30, 2023 | 476,181,817 | ||||
Balance at Dec. 31, 2022 | $ 515,506 | 780,414 | (1,096,594) | 199,326 | |
Balance, shares at Dec. 31, 2022 | 515,505,770 | ||||
Common Stock for Services | $ 1,674 | 115,781 | 117,455 | ||
Common Stock for Services, shares | 1,674,506 | ||||
Stock Compensation | 180,600 | 180,600 | |||
Restricted Stock Awards | $ 1,500 | 28,500 | 30,000 | ||
Restricted Stock Awards, shares | 1,500,000 | ||||
Stock cancelled related to SuperGreen Exclusive License cancellation | $ (51,508) | 51,508 | |||
Sale of Common Stock | $ 17,292 | 395,208 | 412,500 | ||
Sale of Common Stock, shares | 17,291,667 | ||||
Net loss | (811,693) | (811,693) | |||
Stock cancelled related to SuperGreen Exclusive License cancellation, shares | (51,507,749) | ||||
Balance at Dec. 31, 2023 | $ 484,464 | 1,552,011 | (1,908,287) | 128,188 | |
Balance, shares at Dec. 31, 2023 | 484,464,194 | ||||
Common Stock for Services | $ 530 | 47,867 | 48,397 | ||
Common Stock for Services, shares | 529,452 | ||||
Sale of Common Stock | $ 5,407 | 390,593 | 396,000 | ||
Sale of Common Stock, shares | 5,407,143 | ||||
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 | ||||
Net loss | (1,136,407) | (1,136,407) | |||
Stock Based Compensation | $ 2,000 | 586,080 | 588,080 | ||
Stock Based Compensation, shares | 2,000,000 | ||||
Balance at Jun. 30, 2024 | $ 714,623 | $ 24,576,529 | $ (3,044,694) | $ 22,246,458 | |
Balance, shares at Jun. 30, 2024 | 714,622,789 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,136,407) | $ (454,507) | $ (811,693) | $ (811,635) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Impairment Write-off – Exclusive License | 35,000 | |||
Common Stock issued for services | 48,397 | 87,248 | 147,455 | |
Stock Based Compensation | 588,080 | 102,600 | 180,600 | |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | 11,000 | 2,000 | 2,000 | (13,000) |
Accounts payable and accrued liabilities | 144,697 | (9,018) | 23,832 | 291 |
Deferred revenue | 943,500 | |||
Net cash provided by (used in) operating activities | 599,267 | (271,677) | (457,806) | (789,344) |
Cash flows from financing activities: | ||||
Deferred Offering Costs | (93,830) | |||
Cash from Sale of Common Stock, net | 396,000 | 225,000 | 412,500 | 150,000 |
Recapitalization | (139,880) | |||
Net cash provided by (used in) financing activities | 302,170 | 225,000 | 412,500 | 10,120 |
Net increase (decrease) in cash and cash equivalents | 901,437 | (46,677) | (45,306) | (779,224) |
Cash and cash equivalents at beginning of period | 152,417 | 197,723 | 197,723 | 976,947 |
Cash and cash equivalents at end of period | 1,053,854 | 151,046 | 152,417 | 197,723 |
Supplementary disclosure of non-cash investing and financing activities: | ||||
Common Stock issued for legal services – 529,452 and 933,796 Common Shares, June 30, 2024 and 2023, respectively. | 48,397 | 87,248 | ||
Supplementary disclosure of non-cash operating 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 | 200 | |||
Taxes paid |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - Common Stock [Member] | 6 Months Ended |
Jun. 30, 2024 shares | |
Number of sevice issued, shares | 529,452 |
Common Stock issued shares | 222,222,000 |
Emergen Energy L L C [Member] | |
Equity interest percentage | 100% |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS | 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 0.001 100 9,000,000 0.001 0.09543 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. 485,781,168 1,000,000,000 96 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. | 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 Business Combination with Bridgelink discussed below. 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. 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. |
CRITICAL ACCOUNTING POLICIES
CRITICAL ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 Since our inception, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of approximately $ 3 million as of June 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. 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 June 30, 2024, the Company had deferred offering costs of $ 93,830 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 may 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 June 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 six month periods ended June 30, 2024 and 2023, we recognized stock based compensation expenses of $ 588,080 102,600 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 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 six months ended June 30, 2024 and year ended December 31, 2023, we recognized no 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 six months ended June 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. | NOTE 2. SUMMARY OF 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 $ 3 million as of June 30, 2024. Basis of Consolidation The accompanying consolidated financial statements include the accounts of Bitech Technologies Corporation. and its wholly owned subsidiary, 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 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. Property and equipment consist of computers and equipment and are depreciated over their estimated useful lives of three years , using the straight-line method. 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 December 31, 2023 or December 31, 2022. 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 years ended December 31, 2023 and 2022, we recognized $ 180,600 0 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 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 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 years ended December 31, 2023 and 2022, common stock equivalents from outstanding stock options have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such securities were anti-dilutive. The net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the periods. The following were potentially outstanding dilutive securities during the years ended December 31, 2023 and 2022, instruments: December 31, 2023 - 37,000,000 Potentially Dilutive Options December 31, 2022 – No Potentially Dilutive Options 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 3. STOCKHOLDERS’ EQUITY The total number of authorized shares of our common stock, par value $ 0.001 250,000,000 1,000,000,000 714,622,789 484,464,194 On January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing 10,000,000 0.001 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 9,000,000 94,312,250 0.001 100 9,000,000 485,781,168 The Company issued 1,674,506 117,455 The Company issued 1,500,000 30,000 0.02 During April, May and June, 2023, the Company sold 11,250,000 225,000 0.02 During August 2023 the Company sold 666,667 20,000 During October, November, and December 2023 the Company sold 5,375,000 167,500 0.03 0.04 During February and March 2024, the Company sold 3,657,143 256,000 0.07 The Company issued 529,452 48,397 The Company issued 2,000,000 120,000 0.06 30,000 On April 24, 2024 the Company completed the acquisition of Emergen whereby the Company issued 222,222,000 100 | 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 December 31, 2023, there were 484,464,194 common shares issued and outstanding. 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. On April 19, 2022, the Company issued 4,635,720 shares of its restricted Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $ 0.10 per share. The shares vest 25 % on each April 18 commencing on April 18, 2023 so long as the individual is providing services to the Company or one of its subsidiaries. On April 14, 2022, the Company issued 3,348,000 shares of its restricted Common Stock to an individual as compensation for future services at a fair value price on the date of issuance of $ 0.10 per share. 1,802,769 shares vest on April 13, 2023 and 515,077 shares vest on April 13, 2024, April 13, 2025, and April 13, 2026 so long as the individual is providing services to the Company or one of its subsidiaries. Effective as of July 8, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) confirmed that it had received the necessary documentation to process the Company’s request to change its name and trading symbol previously disclosed in its Form 8-K filed with the Securities and Exchange Commission on May 2, 2022. The Company’s ticker symbol on the OTCQB tier of the OTC Markets Group. Inc. was changed to “BTTC” on July 8, 2022. The Company issued 1,674,506 unregistered shares of its Common Stock valued at $ 117,455 during the year ended December 31, 2023 as payment for services provided to the Company. The Company issued 1,500,000 of restricted securities awards valued at $ 30,000 during the year ended December 31, 2023 as payment for director compensation services provided to the Company. During April, May and June, 2023, the Company sold 11,250,000 unregistered shares of its Common Stock to six private investors in exchange for $ 225,000 ($ 0.02 per share). During August 2023 the Company sold 666,667 unregistered shares of its Common Stock to one private investor for $ 20,000 ($ 0.03 per share). During October, November, and December 2023 the Company sold 5,375,000 unregistered shares of its Common Stock to three private investor for $ 167,500 ($ 0.03 -$ 0.04 per share). |
INCENTIVE AND NON-STATUTORY STO
INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN | NOTE 4. INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN As of December 31, 2023 and December 31, 2022, there were 42,000,000 and 5,000,000 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 December 31, 2023, we had approximately $ 340,707 unrecognized stock-based compensation. Stock option transactions during 2023 and 2022 were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS 2023 2022 Shares Weighted- Shares Weighted- Outstanding at Beginning of Year 5,000,000 $ 0.07 - $ - Granted 42,000,000 0.03 5,000,000 0.07 Exercised - - - - Forfeited or Cancelled (5,000,000 ) 0.03 - - Outstanding at End of Year 42,000,000 0.04 5,000,000 0.07 Options Exercisable at Year-End 17,250,000 0.03 - - Weighted-Average Fair Value of Options Granted During the Year $ 0.01 $ 0.02 Information with respect to stock options outstanding and exercisable at December 31, 2023 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Options Outstanding Options Exercisable Range of Number Weighted- Weighted- Number Weighted- $ 0.025 - $ 0.07 42,000,000 9.2 $ 0.04 17,250,000 $ 0.03 |
ACQUISITION OF BITECH MINING
ACQUISITION OF BITECH MINING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
ACQUISITION OF BITECH MINING | 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 Acquisition On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 222,222,000 100 31.3 711,090,664 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 Emergen holds certain contractual and other rights to develop a portfolio of battery energy storage system (“BESS”) projects identified in the MIPA with a cumulative storage capacity estimated at 1.965 gigawatts (GW) upon completion of the construction of such project (the “BESS Development Projects”) and rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 3.840 GW upon completion of construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively, the “Development Projects”). Following the Closing, the Company will 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 0.10 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. BESS Development Fees 9,825,000 0.03 Solar Development Fees 19,200,000 0.03 Other Development Fees 50 0.02 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 $ 9,825,000.00 19,200,000.00 29,025,000.00 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 50 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 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 Termination Indemnification | NOTE 5. ACQUISITION OF BITECH MINING On March 31, 2022, the Company acquired 94,312,250 shares of Bitech Mining’s Common Stock in exchange for 9,000,000 shares of its Series A Preferred Stock representing 100 % of the issued and outstanding shares of Bitech Mining. 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. The tangible assets and liabilities of the acquired business were combined at their market value of the acquisition date, which is the date when the acquirer gains control over the acquired company. The following table summarizes the Company’s fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets: Cash $ 16,218 Accounts receivable $ 2,271 Total assets: $ 18,489 Liabilities: Accounts Payable $ 45,370 Related Party Note Payable $ 395,000 Total liabilities 440,370 Net (Liabilities) assumed $ (421,881 ) Upon completion of the closing of the reverse merger transaction, the common stock par value of $ 20,241 9,000 1,116,679 1,265,559 9,000 9,000 139,880 1,116,679 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Up until March 31, 2022, the Company maintained its executive offices at 5151 Mitchelldale A2, Houston, Texas 77092. This office space encompassed approximately 200 square feet and was provided to us at the rental rate of $ 1,000 per month under a month-to-month agreement with Northshore Orthopedics, Assoc. (“NSO”), a company owned by William Donovan, M.D., our former director and Chief Executive Officer. The rent included the use of the telephone system, computer server, and copy machines. We discontinued paying rent in December 2021 due to a lack of funds, and until March 31, 2022 when this lease was cancelled NSO provided the Company this office space rent free. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 7. INCOME TAX U.S. Federal Corporate Income Tax Temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and tax credit and operating loss carryforward that create deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Tax Operating Loss Carryforward - USA $ 1,569,000 $ 1,090,000 Other - - Valuation Allowance - USA (1,569,000 ) (1,090,000 ) Deferred Tax Assets, Net $ - $ - The valuation allowance increased approximately $ 0.5 million, primarily as a result of the increased net operating losses of our U.S.- based segment. As of December 31, 2023, we had federal net operating loss carryforwards for income tax purposes of approximately $ 1.5 million. We also have California net operating loss carryforwards for income tax purposes of approximately $ 1.5 million which expire after twenty years from when it occurred. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2024, on January 8, 2024, the Company, Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”), a solar and energy storage development company based in Fort Worth, Texas and C & C Johnson Holdings LLC, the sole member of Bridgelink (the “Member”) entered into a Letter Agreement (the “Letter Agreement”) for a business combination (the “Business Combination”). Pursuant to the Letter Agreement, the Company plans to acquire from the Member all of the issued and outstanding membership interests of an entity to be formed by Bridgelink (the “Target”) in exchange for 222,222,000 restricted shares of the Company’s Common Stock (the “Exchange Shares”). Prior to closing of the transaction (the “Closing” or “Closing Date”), Bridgelink will transfer to Target Bridgelink’s assets and development service agreements (collectively, “Development Projects”) consisting of: (1) certain rights to fully develop a portfolio of renewable energy development assets, which includes certain battery energy storage system (“BESS”) projects with a cumulative storage capacity of at least 1.965 gigawatts (GW) located in the United States and along with certain term sheets and agreements with capital providers, whether or not finalized (collectively, the “BESS Development Projects”) and (2) certain rights to fully develop a portfolio of renewable energy development assets, which includes certain solar development projects with a cumulative output of at least 3.840 gigawatts (GW) located in the United States, along with certain term sheets and agreements with capital providers that Bridgelink has negotiated, whether or not finalized (collectively, the “Solar Development Projects”). In addition, on the Closing Date, Bridgelink will enter into an agreement with whereby Bridgelink will agree to refer to the Company any future projects involving BESS that Bridgelink is presented with an opportunity to work on. Completion of the Business Combination is contingent upon the parties entering into a definitive agreement which will contain certain conditions to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”) prior to closing. In addition, the definitive agreement is expected to include additional covenants, representations and warranties that are customary of business combination agreements of this type including entering into the following agreements: Project Management Services Agreement pursuant to which ● BESS Development Projects an aggregate amount equal to $0.035 per Watt (“W”) for each BESS Development Project payable as follows: (i) $0.005 per W shall be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W shall be paid in cash upon attainment of Ready to Build (“RTB”) status per each BESS Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said BESS Development Project (collectively (i) and (ii), the (“BESS Development Fees”). ● Unique Solar Development Projects $0.01 per W in cash upon attainment of RTB status per each development project, paid within ten (10) days of Company being paid, to enable the Company to commence construction of said Development Project ; ● Other Development Projects within ten (10) days of Company being paid, the higher of either (a) 50% of the gross margin or (b) $0.02 per W in cash upon attainment of RTB status or project acceptance per each development project (“ Other Development Fees ● Solar Development Projects If the Solar Development Projects are developed by the Company, an aggregate amount equal to $0.035 per Watt (W) for each Solar Development Project payable as follows: (i) $0.005 per W shall be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W shall be paid in cash upon attainment of Ready to Build (“RTB”) status per each Solar Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said Solar Development Project (collectively (i) and (ii), the (“Solar Development Fees”). During February and March 2023, the Company sold 3,657,143 unregistered shares of its Common Stock to five private accredited investors for $ 256,000 ($ 0.07 per share). (b) Financial Statement Schedules Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto. |
NON-STATUTORY STOCK OPTIONS
NON-STATUTORY STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
NON-STATUTORY STOCK OPTIONS | NOTE 4. NON-STATUTORY STOCK OPTIONS As of June 30, 2024 and December 31, 2023, there were 147,200,000 42,000,000 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 June 30, 2024 and 2.78 million and $ 340,707 Stock option transactions during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS June 30, December 31, Shares Weighted- Shares Weighted- 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 Options Exercisable at Period-End 29,100,000 0.03 17,250,000 0.03 Weighted-Average Fair Value of Options Granted During the Period $ 0.02 $ 0.01 Information with respect to stock options outstanding and exercisable at June 30, 2024 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at June 30, 2024 Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Number Exercisable at June 30, 2024 Weighted- Average Exercise Price $ 0.025 1.50 147,200,000 9 $ 0.72 29,100,000 $ 0.03 |
RESTRICTED STOCK AWARDS
RESTRICTED STOCK AWARDS | 6 Months Ended |
Jun. 30, 2024 | |
Schedule Of Restricted Stock Awards | |
RESTRICTED STOCK AWARDS | NOTE 5. RESTRICTED STOCK AWARDS Restricted Stock Award transactions during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: SCHEDULE OF RESTRICTED STOCK AWARDS June 30, 2024 December 31, 2023 Shares Weighted- Average Exercise Price Shares Weighted- Average Exercise Price Outstanding at Beginning of Period 9,483,720 $ 0.00 7,983,720 $ 0.00 Granted 2,000,000 0.06 1,500,000 0.03 Exercised - - - - Forfeited or Cancelled - - -- - Outstanding at End of Period 11,483,720 0.00 9,483,720 0.00 RSA vested at Period-End 2,000,000 0.03 1,500,000 0.02 Weighted-Average Fair Value of RSAs Granted During the Period $ 0.02 $ 0.01 |
ACQUISITION OF EMERGEN ENERGY L
ACQUISITION OF EMERGEN ENERGY LLC | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
ACQUISITION OF EMERGEN ENERGY LLC | 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 Acquisition On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 222,222,000 100 31.3 711,090,664 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 Emergen holds certain contractual and other rights to develop a portfolio of battery energy storage system (“BESS”) projects identified in the MIPA with a cumulative storage capacity estimated at 1.965 gigawatts (GW) upon completion of the construction of such project (the “BESS Development Projects”) and rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 3.840 GW upon completion of construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively, the “Development Projects”). Following the Closing, the Company will 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 0.10 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. BESS Development Fees 9,825,000 0.03 Solar Development Fees 19,200,000 0.03 Other Development Fees 50 0.02 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 $ 9,825,000.00 19,200,000.00 29,025,000.00 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 50 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 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 Termination Indemnification | NOTE 5. ACQUISITION OF BITECH MINING On March 31, 2022, the Company acquired 94,312,250 shares of Bitech Mining’s Common Stock in exchange for 9,000,000 shares of its Series A Preferred Stock representing 100 % of the issued and outstanding shares of Bitech Mining. 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. The tangible assets and liabilities of the acquired business were combined at their market value of the acquisition date, which is the date when the acquirer gains control over the acquired company. The following table summarizes the Company’s fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets: Cash $ 16,218 Accounts receivable $ 2,271 Total assets: $ 18,489 Liabilities: Accounts Payable $ 45,370 Related Party Note Payable $ 395,000 Total liabilities 440,370 Net (Liabilities) assumed $ (421,881 ) Upon completion of the closing of the reverse merger transaction, the common stock par value of $ 20,241 9,000 1,116,679 1,265,559 9,000 9,000 139,880 1,116,679 |
EMERGEN ENERGY LLC INTANGIBLE A
EMERGEN ENERGY LLC INTANGIBLE ASSETS – BESS and Solar Development Projects | 6 Months Ended |
Jun. 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 On April 24, 2024 the Company completed the acquisition of Emergen whereby the Company issued 222,222,000 100 222,222,000 0.10 22,222,200 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. |
SOLAR PROJECTS SALE
SOLAR PROJECTS SALE | 6 Months Ended |
Jun. 30, 2024 | |
Solar Projects Sale | |
SOLAR PROJECTS SALE | NOTE 8. SOLAR PROJECTS SALE On May 30, 2024, Emergen entered into a Project Sale Agreement (“Agreement”) with Bridgelink for an estimated 2.425 3.840 19,400,000 943,500 62.5 589,687.50 (ii) Emergen; and (iii) EIP and the remaining 37.5% (353,812.50) of the proceeds shall remain with Emergen. The remaining proceeds of $ 18,456,500 943,500 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 12,125,000 2,425 (ii) $ 3,000 7,275,000 2,435 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. |
CRITICAL ACCOUNTING POLICIES (P
CRITICAL ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 $ 3 million as of June 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. | Going Concern Since our inception, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of approximately $ 3 million as of June 30, 2024. |
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. | Basis of Consolidation The accompanying consolidated financial statements include the accounts of Bitech Technologies Corporation. and its wholly owned subsidiary, 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. | 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. | 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. | 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. Property and equipment consist of computers and equipment and are depreciated over their estimated useful lives of three years , using the straight-line method. |
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. | 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 June 30, 2024 and December 31, 2023. | 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 December 31, 2023 or December 31, 2022. |
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 six month periods ended June 30, 2024 and 2023, we recognized stock based compensation expenses of $ 588,080 102,600 | 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 years ended December 31, 2023 and 2022, we recognized $ 180,600 0 |
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. | 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 six months ended June 30, 2024 and year ended December 31, 2023, we recognized no | 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 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. | 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 six months ended June 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. | Net Loss per Share Basic and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. During the years ended December 31, 2023 and 2022, common stock equivalents from outstanding stock options have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such securities were anti-dilutive. The net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the periods. The following were potentially outstanding dilutive securities during the years ended December 31, 2023 and 2022, instruments: December 31, 2023 - 37,000,000 Potentially Dilutive Options December 31, 2022 – No Potentially Dilutive Options |
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. | 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. |
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 June 30, 2024, the Company had deferred offering costs of $ 93,830 | |
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 may |
INCENTIVE AND NON-STATUTORY S_2
INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF STOCK OPTION TRANSACTIONS | Stock option transactions during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS June 30, December 31, Shares Weighted- Shares Weighted- 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 Options Exercisable at Period-End 29,100,000 0.03 17,250,000 0.03 Weighted-Average Fair Value of Options Granted During the Period $ 0.02 $ 0.01 | Stock option transactions during 2023 and 2022 were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS 2023 2022 Shares Weighted- Shares Weighted- Outstanding at Beginning of Year 5,000,000 $ 0.07 - $ - Granted 42,000,000 0.03 5,000,000 0.07 Exercised - - - - Forfeited or Cancelled (5,000,000 ) 0.03 - - Outstanding at End of Year 42,000,000 0.04 5,000,000 0.07 Options Exercisable at Year-End 17,250,000 0.03 - - Weighted-Average Fair Value of Options Granted During the Year $ 0.01 $ 0.02 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | Information with respect to stock options outstanding and exercisable at June 30, 2024 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at June 30, 2024 Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Number Exercisable at June 30, 2024 Weighted- Average Exercise Price $ 0.025 1.50 147,200,000 9 $ 0.72 29,100,000 $ 0.03 | Information with respect to stock options outstanding and exercisable at December 31, 2023 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Options Outstanding Options Exercisable Range of Number Weighted- Weighted- Number Weighted- $ 0.025 - $ 0.07 42,000,000 9.2 $ 0.04 17,250,000 $ 0.03 |
ACQUISITION OF BITECH MINING (T
ACQUISITION OF BITECH MINING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | The following table summarizes the Company’s fair value amounts of assets acquired and liabilities assumed recognized at the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Assets: Cash $ 16,218 Accounts receivable $ 2,271 Total assets: $ 18,489 Liabilities: Accounts Payable $ 45,370 Related Party Note Payable $ 395,000 Total liabilities 440,370 Net (Liabilities) assumed $ (421,881 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Tax Operating Loss Carryforward - USA $ 1,569,000 $ 1,090,000 Other - - Valuation Allowance - USA (1,569,000 ) (1,090,000 ) Deferred Tax Assets, Net $ - $ - |
NON-STATUTORY STOCK OPTIONS (Ta
NON-STATUTORY STOCK OPTIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF STOCK OPTION TRANSACTIONS | Stock option transactions during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS June 30, December 31, Shares Weighted- Shares Weighted- 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 Options Exercisable at Period-End 29,100,000 0.03 17,250,000 0.03 Weighted-Average Fair Value of Options Granted During the Period $ 0.02 $ 0.01 | Stock option transactions during 2023 and 2022 were as follows: SCHEDULE OF STOCK OPTION TRANSACTIONS 2023 2022 Shares Weighted- Shares Weighted- Outstanding at Beginning of Year 5,000,000 $ 0.07 - $ - Granted 42,000,000 0.03 5,000,000 0.07 Exercised - - - - Forfeited or Cancelled (5,000,000 ) 0.03 - - Outstanding at End of Year 42,000,000 0.04 5,000,000 0.07 Options Exercisable at Year-End 17,250,000 0.03 - - Weighted-Average Fair Value of Options Granted During the Year $ 0.01 $ 0.02 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | Information with respect to stock options outstanding and exercisable at June 30, 2024 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at June 30, 2024 Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Number Exercisable at June 30, 2024 Weighted- Average Exercise Price $ 0.025 1.50 147,200,000 9 $ 0.72 29,100,000 $ 0.03 | Information with respect to stock options outstanding and exercisable at December 31, 2023 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Options Outstanding Options Exercisable Range of Number Weighted- Weighted- Number Weighted- $ 0.025 - $ 0.07 42,000,000 9.2 $ 0.04 17,250,000 $ 0.03 |
RESTRICTED STOCK AWARDS (Tables
RESTRICTED STOCK AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule Of Restricted Stock Awards | |
SCHEDULE OF RESTRICTED STOCK AWARDS | Restricted Stock Award transactions during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: SCHEDULE OF RESTRICTED STOCK AWARDS June 30, 2024 December 31, 2023 Shares Weighted- Average Exercise Price Shares Weighted- Average Exercise Price Outstanding at Beginning of Period 9,483,720 $ 0.00 7,983,720 $ 0.00 Granted 2,000,000 0.06 1,500,000 0.03 Exercised - - - - Forfeited or Cancelled - - -- - Outstanding at End of Period 11,483,720 0.00 9,483,720 0.00 RSA vested at Period-End 2,000,000 0.03 1,500,000 0.02 Weighted-Average Fair Value of RSAs Granted During the Period $ 0.02 $ 0.01 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended | ||||||
Apr. 24, 2024 | Jun. 27, 2022 | Mar. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 19, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares acquired | 222,222,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, par value | $ 0.001 | $ 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 | 1,000,000,000 | ||||
Series A Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share issued and outstanding percentage | 96% | |||||||
Common Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued | 5,407,143 | 11,250,000 | 17,291,667 | 1,500,000 | ||||
Shares issued upon conversion of Series A Preferred Stock, shares | 485,781,168 | 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 acquired | 94,312,250 | |||||||
Share issued and outstanding percentage | 100% | |||||||
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. | |||||||
Shares issued upon conversion of Series A Preferred Stock, shares | 9,000,000 | |||||||
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% | |||||||
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% |
CRITICAL ACCOUNTING POLICIES (D
CRITICAL ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Retained Earnings (Accumulated Deficit) | $ 3,044,694 | $ 1,908,287 | $ 1,096,594 | |
Property, Plant and Equipment, Useful Life | 3 years | |||
Share based compensation | 588,080 | $ 102,600 | $ 180,600 | |
Estimated interest or penalties | 0 | 0 | ||
Deferred offering costs | $ 93,830 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 37,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Apr. 24, 2024 | Jun. 27, 2022 | Apr. 19, 2022 | Apr. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Aug. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 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 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock shares authorized | 250,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||
Common stock, shares outstanding | 484,464,194 | 714,622,789 | 714,622,789 | 484,464,194 | 515,505,770 | |||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.02 | $ 0.01 | $ 0.02 | |||||||||||||||||||
Common stock, shares issued | 484,464,194 | 714,622,789 | 714,622,789 | 484,464,194 | 515,505,770 | |||||||||||||||||
Stock issued for services | $ 48,397 | $ 87,248 | $ 117,455 | |||||||||||||||||||
Issuance of restricted shares, value | 30,000 | |||||||||||||||||||||
Share based compensation expense | $ 588,080 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Issuance of shares, value | $ 30,000 | |||||||||||||||||||||
Number of restricted shares issued | 2,000,000 | 1,500,000 | ||||||||||||||||||||
Stock price per share | $ 0.02 | $ 0.06 | $ 0.06 | $ 0.02 | ||||||||||||||||||
Issuance of restricted shares, value | $ 120,000 | |||||||||||||||||||||
Share based compensation expense | $ 30,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Sale of Common Stock, shares | 5,407,143 | 11,250,000 | 17,291,667 | 1,500,000 | ||||||||||||||||||
Conversion of convertible securities, shares | 485,781,168 | 485,781,168 | 485,781,168 | |||||||||||||||||||
Stock issued for services, shares | 4,635,720 | 3,348,000 | 529,452 | 933,796 | 1,674,506 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.10 | $ 0.10 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||
Number of unregistered common shares | 666,667 | 1,674,506 | ||||||||||||||||||||
Issuance of shares, value | $ 20,000 | $ 117,455 | ||||||||||||||||||||
Number of restricted shares issued | 1,500,000 | 7,983,720 | ||||||||||||||||||||
Sale of unregistered shares of common stock | 3,657,143 | 3,657,143 | 5,375,000 | 5,375,000 | 5,375,000 | 11,250,000 | 11,250,000 | 11,250,000 | ||||||||||||||
Sale of unregistered shares of common stock, value | $ 256,000 | $ 256,000 | $ 167,500 | $ 167,500 | $ 167,500 | $ 225,000 | $ 225,000 | $ 225,000 | ||||||||||||||
Stock price per share | $ 0.07 | $ 0.07 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.07 | ||||||||||||||
Stock issued for services | $ 530 | $ 934 | $ 1,674 | |||||||||||||||||||
Issuance of restricted shares, value | $ 1,500 | $ 7,984 | ||||||||||||||||||||
Share based compensation expense | $ 2,000 | |||||||||||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Stock price per share | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share price | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | ||||||||||||||||||
Common Stock [Member] | Vesting Period One [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 1,802,769 | |||||||||||||||||||||
Common Stock [Member] | Vesting Period Four [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 515,077 | |||||||||||||||||||||
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% | |||||||||||||||||||||
Emergen Energy L L C [Member] | Membership Interest Purchase Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of unregistered common shares | 222,222,000 | |||||||||||||||||||||
Voting interests acquired | 100% | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 9,000,000 | |||||||||||||||||||||
Share issued and outstanding percentage | 96% | |||||||||||||||||||||
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 | |||||||||||||||||||||
Conversion of convertible securities, shares | 9,000,000 | |||||||||||||||||||||
Share issued and outstanding percentage | 100% |
SCHEDULE OF STOCK OPTION TRANSA
SCHEDULE OF STOCK OPTION TRANSACTIONS (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
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 | 5,000,000 |
Weighted Average Exercise Price, Granted | $ 0.96 | $ 0.03 | $ 0.07 |
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 | 5,000,000 |
Weighted Average Exercise Price, Outstanding at end of period | $ 0.72 | $ 0.04 | $ 0.07 |
Number of Shares, Exercisable end of year | 29,100,000 | 17,250,000 | |
Weighted Average Exercise Price, Exercisable at end of year | $ 0.03 | ||
Weighted-Average Fair Value of Options Granted | $ 0.02 | $ 0.01 | $ 0.02 |
Number of Shares, Exercisable end of period | 29,100,000 | 17,250,000 | |
Weighted Average Exercise Price, Exercisable at end of period | $ 0.03 | $ 0.03 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Range of Exercise Prices, Minimum | $ 0.025 | $ 0.025 | ||
Range of Exercise Prices, Maximum | $ 1.50 | $ 0.07 | ||
Options Outstanding, Number Outstanding | 147,200,000 | 42,000,000 | 5,000,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years | 9 years 2 months 12 days | ||
Option Outstanding, Weighted Average Exercise Price | $ 0.72 | $ 0.04 | $ 0.07 | |
Options Exercisable, Number Exercisable | 29,100,000 | 17,250,000 | ||
Option Exercisable, Weighted Average Exercise Price | $ 0.03 | $ 0.03 |
INCENTIVE AND NON-STATUTORY S_3
INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Share-Based Payment Arrangement [Abstract] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 147,200,000 | 42,000,000 | 5,000,000 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2,780,000 | $ 340,707 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - Bitech Mining [Member] | Mar. 31, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 16,218 |
Accounts receivable | 2,271 |
Total assets: | 18,489 |
Accounts Payable | 45,370 |
Related Party Note Payable | 395,000 |
Total liabilities | 440,370 |
Net (Liabilities) assumed | $ (421,881) |
ACQUISITION OF BITECH MINING (D
ACQUISITION OF BITECH MINING (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Apr. 24, 2024 | Jun. 27, 2022 | Mar. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 222,222,000 | |||||||
Stock value | $ 396,000 | $ 225,000 | $ 412,500 | $ 150,000 | ||||
Additional paid in capital | 24,576,529 | 1,552,011 | $ 780,414 | |||||
Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock exchange of shares | 485,781,168 | 485,781,168 | 485,781,168 | |||||
Stock value | $ 5,407 | $ 11,250 | $ 17,292 | $ 1,500 | ||||
Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock exchange of shares | (9,000,000) | |||||||
Stock value | ||||||||
Series A Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued and outstanding percent | 96% | |||||||
Bitech Mining Corporation [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock exchange of shares | 94,312,250 | |||||||
Shares issued and outstanding percent | 100% | |||||||
Bitech Mining Corporation [Member] | Series A Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 94,312,250 | |||||||
Stock exchange of shares | 9,000,000 | |||||||
Shares issued and outstanding percent | 100% | |||||||
Bitech Mining [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Adjustment to additional paid in capital | $ 1,116,679 | |||||||
Additional paid in capital | $ 1,265,559 | |||||||
Recapitalization costs | 139,880 | |||||||
Bitech Mining [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock value | 20,241 | |||||||
Bitech Mining [Member] | Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock value | $ 9,000 | 9,000 | ||||||
Decrease in addiitional paid in capital | $ 9,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Northshore Orthopedics Assoc [Member] | 3 Months Ended |
Mar. 31, 2022 USD ($) ft² | |
Related Party Transaction [Line Items] | |
Area of Real Estate Property | ft² | 200 |
Payments for Rent | $ | $ 1,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Tax Operating Loss Carryforward - USA | $ 1,569,000 | $ 1,090,000 |
Other | ||
Valuation Allowance - USA | (1,569,000) | (1,090,000) |
Deferred Tax Assets, Net |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) $ in Millions | Dec. 31, 2023 USD ($) |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating Loss Carryforwards, Valuation Allowance | $ 0.5 |
California Franchise Tax Board [Member] | |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating Loss Carryforwards | 1.5 |
Domestic Tax Jurisdiction [Member] | |
Effective Income Tax Rate Reconciliation [Line Items] | |
Operating Loss Carryforwards | $ 1.5 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||||
Jan. 08, 2024 | Mar. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Aug. 31, 2023 | |
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,657,143 | 3,657,143 | 5,375,000 | 5,375,000 | 5,375,000 | 11,250,000 | 11,250,000 | 11,250,000 | ||||
Sale of Stock, Consideration Received on Transaction | $ 256,000 | $ 256,000 | $ 167,500 | $ 167,500 | $ 167,500 | $ 225,000 | $ 225,000 | $ 225,000 | ||||
Sale of Stock, Price Per Share | $ 0.07 | $ 0.07 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.07 | $ 0.03 | |||||
Five Private Accredited Investors [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,657,143 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 256,000 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of Stock, Price Per Share | $ 0.02 | $ 0.06 | ||||||||||
Subsequent Event [Member] | Battery Energy Storage System Development Projects [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Description of development projects | an aggregate amount equal to $0.035 per Watt (“W”) for each BESS Development Project payable as follows: (i) $0.005 per W shall be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W shall be paid in cash upon attainment of Ready to Build (“RTB”) status per each BESS Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said BESS Development Project (collectively (i) and (ii), the (“BESS Development Fees”). | |||||||||||
Subsequent Event [Member] | Unique Solar Development Projects [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Description of development projects | $0.01 per W in cash upon attainment of RTB status per each development project, paid within ten (10) days of Company being paid, to enable the Company to commence construction of said Development Project | |||||||||||
Subsequent Event [Member] | Other Development Projects [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Description of development projects | within ten (10) days of Company being paid, the higher of either (a) 50% of the gross margin or (b) $0.02 per W in cash upon attainment of RTB status or project acceptance per each development project | |||||||||||
Subsequent Event [Member] | Solar Development Projects [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Description of development projects | If the Solar Development Projects are developed by the Company, an aggregate amount equal to $0.035 per Watt (W) for each Solar Development Project payable as follows: (i) $0.005 per W shall be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project Financing”); and (ii) $0.03 per W shall be paid in cash upon attainment of Ready to Build (“RTB”) status per each Solar Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said Solar Development Project (collectively (i) and (ii), the (“Solar Development Fees”). | |||||||||||
Subsequent Event [Member] | Bridgelink Development L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Description | Completion of the Business Combination is contingent upon the parties entering into a definitive agreement which will contain certain conditions to close, including a commitment for a capital investment or other financing transaction of not less than $50,000,000 (the “Capital Infusion”) prior to closing. | |||||||||||
Subsequent Event [Member] | Bridgelink Development L L C [Member] | Restricted Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
[custom:StockIssuedDuringPeriodSharesExchanged-0] | 222,222,000 |
NON-STATUTORY STOCK OPTIONS (De
NON-STATUTORY STOCK OPTIONS (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Share-Based Payment Arrangement [Abstract] | ||||
Options outstanding | 147,200,000 | 42,000,000 | 5,000,000 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2,780,000 | $ 340,707 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARDS (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule Of Restricted Stock Awards | ||
Number of Shares, Outstanding beginning of period | 9,483,720 | 7,983,720 |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 0 | $ 0 |
Number of Shares, Granted | 2,000,000 | 1,500,000 |
Weighted Average Exercise Price, Granted | $ 0.06 | $ 0.03 |
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Shares, Forfeited or Cancelled | ||
Number of Shares, Outstanding end of period | 11,483,720 | 9,483,720 |
Weighted Average Exercise Price, Outstanding at end of period | $ 0 | $ 0 |
Number of Shares, Exercisable end of period | 2,000,000 | 1,500,000 |
Weighted Average Exercise Price, Exercisable at end of period | $ 0.03 | $ 0.02 |
Weighted-Average Fair Value of Options Granted | $ 0.02 | $ 0.01 |
ACQUISITION OF EMERGEN ENERGY_2
ACQUISITION OF EMERGEN ENERGY LLC (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 24, 2024 | Apr. 24, 2024 | Jan. 31, 2024 | Jun. 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 | |||
B E S S 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% | |||
Initial fee percentage | 62.50% | |||
Project Management Services Agreement [Member] | B E S S 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% | |||
Emergen Energy L L C [Member] | Membership Interest Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of unregistered common shares | 222,222,000 | |||
Voting interests acquired | 100% | 100% | ||
C And C Johnson Holdings L L C [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_2
EMERGEN ENERGY LLC INTANGIBLE ASSETS – BESS and Solar Development Projects (Details Narrative) | Apr. 24, 2024 USD ($) $ / shares shares |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of shares acquired | shares | 222,222,000 |
Investment owned, net assets, percentage | 100% |
Shares issued, price per share | $ / shares | $ 0.10 |
Number of vakue acquired | $ | $ 22,222,200 |
SOLAR PROJECTS SALE (Details Na
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 | 2,435 | |
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 | |
Deposit | $ 943,500 | |
Project Management Services Agreement [Member] | Emergen [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of gigawatt | GW | 3.840 |