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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 29, 2022
SPINE
INJURY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-27407 |
|
98-0187705 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File
No.) |
|
(IRS
Employee
Identification
No.) |
600
Anton Boulevard, Suite 1100
Costa
Mesa, CA 92626
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code: (855) 777-0888
Not
applicable.
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| None. |
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Prior independent registered public accounting firm.
On
April 29, 2022, the Board of Directors (the “Board”) of Spine Injury Solutions, Inc. (the “Company”) accepted
and approved the resignation of its independent registered public accounting firm Ham, Langston & Brezina, LLP (“Ham Langston”).
Ham Langston audited the Company’s financial statements for the fiscal years ended December 31, 2021 and 2020.
The
reports of Ham Langston on the Company’s financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain
an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting
principles, except that both such reports raised substantial doubts on the Company’s ability to continue as a going concern as
a result of its continued losses from operations and accumulated shareholder deficit.
During
the Company’s two most recent fiscal years and through the date of resignation, (a) the Company had no disagreements with Ham Langston
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement
if not resolved to the satisfaction of Ham Langston would have caused it to make reference to the subject matter of the disagreement
in connection with its reports on the financial statements and (b) there were no “reportable events” (as defined in Item
304(a)(1)(v) of Regulation S-K).
The
Company provided Ham Langston with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission,
and requested that the firm furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with
the statements made in this Item 4.01 of the Current Report on Form 8-K, and if not, stating the aspects with which they do not agree.
Pursuant to the Company’s request, Ham Langston has provided the letter filed with this Current Report on Form 8-K as Exhibit 16.1.
(b)
New independent registered public accounting firm.
On
April 29, 2022, the Company’s Board of Directors ratified and approved the engagement of Fortune CPA Inc. (“Fortune”)
as the Company’s independent registered public accounting firm and Fortune was engaged effective on April 29, 2022. During the
Company’s two most recent fiscal years ended December 31, 2021 and 2020 and from January 1, 2022 through April 28, 2022, neither
the Company nor anyone on its behalf consulted Fortune regarding either (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
and no written report or oral advice was provided to the Company that Fortune concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement
or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the Company’s planned expansion of its business to focus on the introduction of a patented electrical power
generation technology called Tesdison, the Company 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 the Company’s
corporate name to Bitech Technologies Corporation.
The
Certificate of Amendment was approved by the Company’s board of directors by written consent in lieu of a meeting on April 28,
2022 in accordance with the relevant sections of the Delaware General Corporation Law. The Company plans to file a notice regarding the
Certificate of Amendment and the Company’s request for a symbol change with The Financial Industry Regulatory Authority, Inc. (“FINRA”)
and will file an updated Form 8-K upon FINRA’s acceptance and approval of the Certificate of Amendment and issuance of a new trading
symbol.
Item
7.01 Regulation FD Disclosure.
On
May 2, 2022, the Company issued a press release regarding its business and corporate name change. The press release is attached hereto
as Exhibit 99.1 and incorporated herein by this reference.
The
information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section,
and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
| (d) |
The
following exhibits are filed with this Current Report: |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SPINE
INJURY SOLUTIONS, INC. |
| |
|
|
| Dated:
May 2, 2022 |
By: |
/s/
Benjamin Tran |
| |
|
Benjamin
Tran |
| |
|
Chief
Executive Officer |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT TO THE
CERTIFICATE
OF INCORPORATION
OF
SPINE INJURY SOLUTIONS, INC.
Spine
Injury Solutions, Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law
(the “DGCL”), hereby certifies as follows:
FIRST:
That at a meeting of the Board of Directors of Spine Injury Solutions, Inc. held on April 28, 2022 resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation, as amended, of the Corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED,
that the Article numbered “FIRST” of the Certificate of Incorporation, as amended, of the Corporation is amended and restated
in its entirety to read as follows:
FIRST:
The name of the corporation is BITECH TECHNOLOGIES CORPORATION.
SECOND:
That this Certificate of Amendment to the Certificate of Incorporation, as amended, was duly adopted and approved by the Board of Directors
of the Corporation in accordance with Section 242(b)(1) of the DGCL. Pursuant to Section 242(b)(1) of the DGCL, the approval of the stockholders
of the Corporation is not required.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 28th
day of April, 2022.
| |
Spine
Injury Solutions, Inc. |
| |
|
|
| |
By:
|
/s/
Benjamin Tran |
| |
|
Benjamin
Tran
Chief
Executive Officer |
Exhibit
99.1
Bitech
Technologies Announces the Introduction of Tesdison, a Patented Self-Charging Technology to Provide a Green Energy Solution to Cryptocurrency
Mining
Costa
Mesa, CA, May 2, 2022 – Bitech Technologies Corporation (formerly, Spine Injury Solutions, Inc) [OTCQB: SPIN] (the “Company”),
a global technology solution provider dedicated to providing a suite of green energy solutions
with a focus in cryptocurrency mining and data centers today announces the change of its corporate name to Bitech Technologies
Corporation. This name change is part of the Company’s planned expansion of its business to focus on the introduction of Tesdison
technology, a patented self-charging technology to provide a green energy solution to the cryptocurrency mining sector.
Tesdison,
with its name inspired by the combination of Tesla and Edison, is a U.S. patented technology (U.S. patent no.: 10,547,179 B2). This disruptive
technology is referred to as a High Efficiency Electric Power Generation and Charging System. This system is expected to result in a
power-savings solution with up to a 99% energy efficiency to replace costly application specific integrated circuits (ASICs) used to
mine cryptocurrencies and significantly reduce exorbitant electricity bills.
The
Company’s long-term business vision is to globalize the commercialization of this Tesdison technology in the cryptocurrency
mining sector as our core business model. We also plan to seek technology partnerships with energy providers, envisioning the technological
impact of the current market landscape today. The Tesdison technology has international protections in many countries of the world
including the U.S., Canada, European Union, Japan, South Korea, China, Australia, and all ASEAN countries except Brunei and Myanmar.
This technology is expected to offer the following advantages:
| |
● |
Generating
up to twice the original energy output; |
| |
● |
Off-grid
operation without a utility connection; |
| |
● |
No
discharge limit as the renewable energy is continuously delivered; |
| |
● |
Modular,
scalable storage and power generation; |
| |
● |
Distributing
a steady stream of 120/220/480 VAC output; and |
| |
● |
Constant,
uninterrupted supply of electricity 24/7 at any desired voltage. |
We
are planning to deploy the Tesdison technology to existing battery storage facilities regardless of the type of batteries being
used. While we expect new revenue to be created with a limited increase in overhead costs for infrastructure development, we also expect
to rapidly deploy our battery power technology to the grid when needed which is expected to result in more power being generated using
less resources. The Tesdison technology is infinitely scalable to meet varying demands of our clients. This technology was validated
by National Technical Systems (“NTS”) in September 2019. Established in 1961, NTS is a global provider of testing, inspection
and certification services.
There
are several expected green benefits of the Tesdison technology that include:
| |
● |
Low
maintenance cost with less mechanical wear and tear; |
| |
● |
No
fuel or supply issues; |
| |
● |
No
dangerous bi-products and waste; |
| |
● |
Work
with a multitude of battery storage manufacturers and suppliers; |
| |
● |
No
need to operate near resources and supplies; and |
| |
● |
Scalability
with customer build out of smaller facilities. |
The
Company plans to take a strategic expansion approach by collaborating with major cryptocurrency miners to accelerate revenue generation,
aiming to quickly obtain a sizable market share where there is a win-win revenue sharing model which could be substantial to the Company
in the long run. We have created a market penetration model that accommodates our “green tech” brand recognition with global
expansion and balances our planned revenue lines between top players in the cryptocurrency mining sector, upcoming cryptocurrency miners,
data center operators, and renewable power plants where Tesdison technology can be applied with scalability.
“Today
we are poised to bring this disruptive technology to the cryptocurrency mining sector where digital assets have become a new way of
life. We seek global partnerships with capable business partners to capture what we believe is a very big and growing market to greatly
benefit all parties involved,” stated Dr. Benjamin Tran, CEO of Bitech Technologies.
The
Company brings out a breakthrough renewable energy solution that it believes offers a solution to one of the world’s largest problems
- global warming and radical climate change – by quickly reducing the dependence and burning of harmful fossil fuels. Based on
our studies, the Tesdison technology solution can result in a return on investment (ROI) of up to an average of 2.5 times faster
than that of any solar power solutions. Using Tesdison technology, the Company is also exploring an additional revenue model via
carbon credit strategy with feasible financing options on a worldwide basis.
The
Company’s name change was approved by its board of directors on April 28, 2022 and it plans to file a notice regarding the name
change and a request for a symbol change with The Financial Industry Regulatory Authority, Inc. (“FINRA”). An updated Form
8-K will be filed by the Company upon FINRA’s acceptance and approval of the name change and issuance of a new trading symbol.
About
Bitech Technologies Corporation
Bitech
Technologies Corporation (OTCQB: SPIN), formerly known as Spine Injury Solutions, Inc., is a global technology solution provider
dedicated to providing a suite of green energy solutions with a focus on cryptocurrency mining and data centers. Aiming to resolve the
exorbitant high cost of electricity in cryptocurrency mining, Bitech plans to offer its Evirontek Integrated Platform including its core
technology Tesdison, a revolutionary U.S. patented self-charging dual-battery system technology providing high efficiency in power
generation. Bitech seeks business partnerships with global crypto miners in bitcoin, ethereum and other popular cryptos and engage with
value-added resellers to facilitate and implement a scalable and modular system solution while pursuing a cryptocurrency revenue-sharing
and technology licensing model to achieve carbon credits via Tesdison technology implementation at any scale. For
more information, please visit www.bitech.tech.
Cautionary
Note Regarding Forward-Looking Statements
This
news release contains statements that involve expectations, plans or intentions (such as those relating to future business or financial
results) and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. These statements
are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking
statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,”
“intend,” “plan” and other similar expressions. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors not within the control of the Company. The Company cautions readers
not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
Contact:
Bitech
Technologies Corporation
Investor
Relations
Tel:
1.855.777.0888
Email:
info@bitech.tech