SecProbe.io

CORRESP
1
filename1.htm

VIA
EDGAR

November
26, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Claudia Rios

Liz
Packebusch

    Re:
    Bitech
    Technologies Corporation

    Amendment
    No. 3 to Registration Statement on Form S-1 Filed October 23, 2024

    File
    No. 333-280668

To
Whom It May Concern:

Bitech
Technologies Corp. (the “Company” or “we”) hereby transmits its response to the comment letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated November 6, 2024 regarding
the Company’s Amendment No. 3 to its Registration Statement on Form S-1/A filed on October 23, 2024 (the “Registration
Statement”). For the Staff’s convenience, we have repeated below the Staff’s comments and have followed each comment
with the Company’s response.

Amendment
No. 3 to Registration Statement on Form S-1

Our
common stock is subject to price volatility unrelated to our operations., page 21

1. We
                                            note recent instances of extreme stock price run-ups followed by rapid price declines and
                                            stock price volatility seemingly unrelated to company performance following a number of recent
                                            public offerings, particularly among companies with relatively smaller public floats. Revise
                                            to include a separate risk factor addressing the potential for rapid and substantial price
                                            volatility and any known factors particular to your offering that may add to this risk and
                                            discuss the risks to investors when investing in stock where the price is changing rapidly.
                                            Clearly state that such volatility, including any stock-run up, may be unrelated to your
                                            actual or expected operating performance and financial condition or prospects, making it
                                            difficult for prospective investors to assess the rapidly changing value of your stock.

We have revised
the prospectus to disclose the risks related to instances of volatility.

Overview
of the Business, page 30

2. We
                                            note your response to prior comment 1, and the revisions made in response to our September
                                            19, 2024 comment 5, and our July 30, 2024 comment 14, regarding the status of various projects
                                            for which you claim ownership and control over power capacity.

We
understand that you have not completed any project, have not secured any financing to complete any project, have not entered into any
contractual arrangements either with third parties to construct facilities, nor with customers to acquire facilities, and have
not acquired any site upon which to construct any facilities associated with any project. The disclosure on page 26 also indicates that
you do not currently have any specific projects for which proceeds of the offering would be utilized, although there is some indication
that you may attempt to finance projects in the future.

Given
these conditions, further clarification is necessary to understand your claims of ownership and control over power capacity that does
not yet exist, and how you have established a reasonable basis for the project disclosures, including those on pages 2-4, 30-32, and
38, if these are to be retained.

For
example, if you are able to show a reasonable basis for these disclosures, describe the characteristics of the projects that you believe
distinguish them from ideas, intentions, and plans that are not projects; also the criteria for a project to be within your project pipeline;
the phases or stages that represent progress within the pipeline; and the likelihood of completing each project and the manner of making
these assessments.

Please
identify any projects for which you have established a reasonable expectation of both financing and completion, or clarify if there are
none; and submit the underlying documentation and analyses that you have compiled as the basis for any such expectations expressed.

We have
revised the prospectus to identify these items and disclosures including but not limited to the description of work product
activities performed on the Development Projects. We have not identified a reasonable expectation of financing and completion and hence have not supplied any underlying
documentation.

3. Provide
                                            us with the documentation underlying the disclosures that you made in the April 15, 2024
                                            Form 8-K, referring to the acquisition of Emergen Energy LLC, and stating that this represented
                                            “a powerful new alliance that is expected to result in rapid growth for a thriving future
                                            with the addition of these remarkable development projects,” while expressing the belief
                                            that you would be able to secure project financing, and that the projects had a potential
                                            valuation of $325 million based on net present values of potential cashflows using industry
                                            standard multiples and discount rates.

The
Company will submit the documentation responsive to this Comment 3 confidentially.

4. Please
                                            expand your disclsoures under this heading and on pages 2-4, and 38, to describe the specific
                                            contractual and other rights that you acquired to develop each of the battery energy storage
                                            systems and solar energy projects, as represented in your disclosures on pages 32, 39, F-25,
                                            and F-27, and to explain how these rights serve as you have described. Please also identify
                                            the counterparties to the contractual arrangements and the specific commitments that have
                                            been made, as may pertain to the future customer, access to properties upon which the facilities
                                            would be constructed, or provisions of exclusivity and duration with respect to your role.

Tell
us how you determined that such contractual and other rights were appropriately ascribed indefinite useful lives, as reported on pages
39 and F-25, and file the associated contracts as exhibits to your registration statement to comply with Item 601(b)(10) of Regulation
S-K. With regard to your valuation, please explain to us how you have appropriately considered the guidance in FASB ASC 845-10-30-8 and
FASB 845-10-30-3, requiring valuation at the recorded amount when major uncertainties exist about the realizability of the value that
would be assigned to an asset received in a nonmonetary transaction, if this is your view.

The
Company has modified the disclosure in the registration statement to clarify that the contractual and other rights acquired were the
rights to the development stage work product. We have also defined through clarification the various work product in detail that makes
up a Development Project.

The
Company has ascribed the useful life of the intangible development projects as indefinite because the work product has value for an indefinite
amount of time related to the specific project site and will be amortized over the appropriate period once the site is funded and operational,
the development project or operational project is sold, or the development project is deemed not to be developed further or sold.

As
stated above, we have revised the disclosure to clarify that there are no associated executed contracts that would be required as exhibits
to our registration statement to comply with Item 601(b)(10) of Regulation S-K. The clarification defines the work product that goes
into becoming a development project and there are no binding contracts executed so as to not create liabilities before there is project
financing in place for the specific project.

With
regard to our valuation, we have considered the guidance in FASB ASC 845-10-30-8 and FASB 845-10-30-3. The acquisition was negotiated
at arms-length with Bridgelink Development/ Mr. Johnson with whom the Company had no prior association or dealings of any kind prior
to the acquisition and prior to him becoming an officer and director of the Company. The Bitech common stock was exchanged for
100% of the Emergen Energy LLC ownership which held the Intangible Assets - Development Projects had a fair market value as measured
at $0.10 per share based on the closing price on the closing date of the transaction ($22,222,000). In conjunction with this transaction,
Emergen Energy, LLC was formed in April 2024 by Bridgelink Development to facilitate this transaction to hold all of the rights
to the work product for the BESS and Solar Development projects. The Registrant subsequently executed a sale agreement with milestone
contingencies of an estimated capacity of 2,425 megawatts estimated capacity of its solar development projects for an aggregate for $19.4
million (of which $943,500 has been collected to date) and the Company retained 1,640 megawatts of solar development projects. The Company
still owns 100% of the 23 development projects of BESS with an estimated capacity of 1,965 megawatts. Details disclosed in the Amendment to the Registration Statement on Form S-1 and notes to the financial statements.

5. We
                                            note that you have disclosures about working capital on pages 34 and 35, explaining how you
                                            define working capital and stating that working capital is not defined under GAAP. However,
                                            as the term is defined in the FASB Master Glossary, please revise these disclosures to acknowledge
                                            the term as defined by the FASB.

The
Company has revised the disclosures in the prospectus to acknowledge the term as defined by the FASB.

Management’s
Discussion and Analysis

Project
Management Services Agreement, page 33

6. We
                                            understand that Mr. Johnson controls Energy Independent Partners LLC, and had controlled
                                            Emergen Energy LLC prior to your acquisition, and that in conjunction with the acquistion
                                            and entering into the Project Management Services Agreement, you have assumed liabilities
                                            “...for prior actions of affiliates of Energy Independent Partners,” with respect
                                            to the BESS and Solar Development Projects, amounting to $9,825,000 and $19,200,000, respectively.

Please
submit the analysis that you performed in determining that recognizing liabilities for these obligations in conjunction with the acquisition
was not required to comply with FASB ASC 805-50-25-1, if this is your view; it should be clear how you evaluated the character of the
obligations as payment for costs of prior actions associated with the development projects, as well as the various terms and circumstances
under which payment is required.

As
noted, Mr. Johnson controls Energy Independent Partners LLC, and had controlled Emergen Energy LLC prior to the acquisition by the Registrant,
and that in conjunction with the acquisition we entered into the Project Management Services Agreement which provides that the Registrant
will pay pre-determined development fees to Energy Independent Partners, if the Company obtains funds for project specific financing
or sells any BESS and Solar Development Projects totaling $9,825,000 and $19,200,000, respectively. This information is included in the
notes to the financial statements disclosing the contingent liabilities and in the Amendment to the Registration Statement on Form S-1.

After
analysis of the above facts and particularly the contingent nature of the potential future obligation, we determined that recognizing
liabilities for these obligations in conjunction with the acquisition was not required under FASB ASC 805-50-25-1. The seller characterized
the potential future obligations as the negotiated value of prior actions associated with the development projects whereas we have deemed
these amounts to be recognized as potential future obligations related to specific projects if these development projects contingencies
are met on a cliff vesting basis. The potential future obligations will then be recognized as an additional intangible assets to be amortized
as a part of the accounting for the specific projects and the intangible asset will be evaluated for impairment periodically.

Exhibit
23.1 - Consent of Independent Registered Public Accounting Firm, page II-5

7. Please
                                            obtain and file an updated consent from your auditor Fortune CPA, Inc., including reference
                                            to the dual dated audit report.

The
updated consent is included in the registration statement as Exhibit 23.1.

General

8. We
                                            note your response to prior comment 6 and that your revised disclosure indicates that you
                                            intend to list on NASDAQ in connection with the offering contemplated in this prospectus.
                                            Please update your prospectus, where appropriate, to disclose that you intend to list on
                                            NASDAQ.

The
prospectus has been updated accordingly.

9. To
                                            the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise
                                            your cover page to indicate that if the shares are not approved for listing, you may experience
                                            difficulty selling your shares. Include risk factor disclosures to address the impact on
                                            liquidity and the value of shares.

We
have updated the cover page of the prospectus and added a risk factor to disclose the risks related to not listing with Nasdaq.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
our counsel at pcampitiello@lucbro.com or by telephone at (732) 395-4517.

    Very
    truly yours,

    BITECH
    TECHNOLOGIES CORP.

    By:
    /s/
    Benjamin Tran

    Name:
    Benjamin
    Tran

    Title:
    Chief
    Executive Officer