BITECH TECHNOLOGIES CORP: completion of the acquisition or disposal of assets, unregistered sale of equity securities, amendments to articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Item 2.01 Completion of Acquisition or Disposal of Assets.

On June 30, 2022 (the “Effective Date”), Bitech Technologies Corporation (the “Company”) has completed the sale of all assets of its wholly owned subsidiary Quad Video Halo, Inc. (“Quad Video”) pursuant to the terms of an asset purchase agreement between Quad Video, Quad Video Holdings Corporation (“Quad Holdings“) and Pierre Dalrympleformer officer, director and significant shareholder of the Company (“Dalrymple”, as well as Quad Holdings, collectively, the “Purchasers”) dated the Effective Date (the “Quad Video APP”). Pursuant to the terms of the Quad Video APP, Quad Video has sold all of its assets, including accounts receivable, capital assets, intangible assets and all customer lists associated with Quad Video’s business (the “Quad Video Assets “).

Pursuant to Quad Video’s APP, Buyers canceled a promissory note with an approximate principal balance of $8,789 plus accrued interest from the effective date and a security agreement securing payment of this note pursuant to a secured promissory note cancellation agreement and security agreement and has assumed all liabilities relating thereto Quad Video’s operations and Quad Video’s assets and terminated the management services agreement between the Company, Quad Video and Dalrymple dated March 31, 2022 pursuant to a termination of management services agreement.

In addition, on the Effective Date, the Company completed the sale of certain accounts receivable related to its spinal pain management business pursuant to the terms of an asset purchase agreement entered into between the Company, SPIN LLC Collections, a company owned or controlled by Dalrymple and Dalrymple (the “SPIN Accounts Receivable APA”). The consideration received by the Company under the APP on SPIN’s customer accounts was nominal and insignificant,

The foregoing description of the terms of the Quad Video APP, SPIN Accounts Receivable APP, Guaranteed Promissory Note Cancellation Agreement and Guarantee Agreement and Contract Termination Agreement Management Services does not purport to be complete and is qualified in its entirety by reference to the Quad Video APA and SPIN Accounts Receivable APA Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this current report on Form 8-K.

Item 3.02 Unrecorded Sales of Equity securities

Effective from June 27, 2022, Bitech Technologies Corporation (the “Company”) has issued an aggregate of 485,781,168 shares (the “Conversion Shares”) of its ordinary shares, par value $0.001 per share (“Common Shares”) upon the conversion of 9,000,000 Series A Convertible Preferred Shares, $0.001 par value per share (the “Preferred Series A”). The Series A Preferred Shares were issued to former shareholders of Bitech mining company (“Bitech Mining”) on March 31, 2022 in exchange for their shares in Bitech Mining representing 100% of the issued and outstanding shares of Bitech Mining. The Series A Preferred Shares are automatically converted into common shares upon the filing by the Company of a certificate of amendment to its certificate of incorporation, as amended on
June 27, 2022 as indicated in point 5.03 of this current report on Form 8-K. Upon issuance of the conversion shares, the total number of common shares issued and outstanding was 506,022,050.

The Conversion Shares have been issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

On June 27, 2022the Company has filed a certificate of amendment to its certificate of incorporation, as amended (the “Amendment Certificate”) with the Secretary of State of the State of Delaware to increase the number of authorized common shares from 250,000,000 to 1,000,000,000 (the “Authorized Share Increase”).

The certificate of amendment was approved on May 9, 2022 by the board of directors and shareholders of the Company holding more than a majority of the voting rights of the issued and outstanding capital stock of the Company in accordance with the relevant sections of the Delaware general corporate law. On May 24, 2022the company sent a notice of shareholder action by written consent to its shareholders of record at the close of business on May 9, 2022.

Item 9.01 Financial statements and supporting documents.

(d) The following exhibits are filed with this current report:



Exhibit No.   Description
3.1             Certificate of Amendment to Certificate of Incorporation, as
              amended, dated June 27, 2022.

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

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

10.3            Secured Promissory Note and Security Agreement Cancellation
              Agreement entered into among Bitech Technologies Corporation, Quad
              Video Halo, Inc., Quad Video Holdings Corporation and Peter
              Dalrymple dated June 30, 2022.

10.4            Management Services Termination Agreement entered into among
              Bitech Technologies Corporation, Quad Video Halo, Inc. and Peter
              Dalrymple dated June 30, 2022.

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



* Certain confidential information has been excluded from this exhibit because it

is both (i) insignificant and (ii) would be harmful to competition if

disclosed.

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