SecProbe.io

CORRESP
 1
 filename1.htm

 THINKEQUITY
LLC

 January
26, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE: Bimergen
 Energy Corporation (the "Company")
 Registration
 Statement on Form S-1

 (File
 No. 333-280668) (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Thursday, January 29, 2026 at
4:00 p.m., ET, or as soon thereafter as practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that we distributed to each underwriter or dealer, who is reasonably anticipated to be
invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary
Prospectus dated November 14, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Kevin Mangan

 Name:
 Kevin
 Mangan

 Title:
 Managing
 Director, Head of Equity Syndicate

CORRESP
 1
 filename1.htm

 BIMERGEN
ENERGY CORPORATION

 895
Dove Street, Suite 300

 Newport
Beach, CA 92660

 January
26, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Bimergen
 Energy Corporation

 Registration
 Statement on Form S-1

 Filed
 July 3, 2024, as amended

 File
 No. 333-280668

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: Thursday, January 29, 2026

 Requested
Time: 4:00 p.m., Eastern Time

 Ladies
and Gentlemen,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Bimergen Energy Corporation (the "Company"), hereby requests acceleration
of effectiveness of the above referenced Registration Statement on Form S-1 (File Number 333-280668), as amended so that it will become
effective at 4:00 p.m., Eastern Time, on Thursday, January 29, 2026, or as soon as practicable thereafter.

 Please
contact our counsel, Peter Campitiello, Esq. of Lucosky Brookman LLP at (646) 242-7536 with any questions you may have regarding this
request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has
been granted

 Very
 truly yours,

 /s/
 Robert J. Brilon

 Robert
 J. Brilon

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 January
20, 2026

 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:
 Bimergen
 Energy Corporation (f/k/a Bitech Technologies Corp.) Amendment No. 14 to Registration Statement on Form S-1

 Filed
 January 2, 2026

 File
 No. 333-280668

 To
Whom It May Concern:

 Bimergen
Energy Corporation (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 January 16, 2026 regarding
the Company's Amendment No. 14 to its Registration Statement on Form S-1/A filed on January 2, 2026 (the " Registration
Statement "). In response to the Staff's comment, the Company has filed Amendment No. 15 to its Registration Statement
on Form S-1/A on January 20, 2026. We are submitting this correspondence to further explain the Company's response to such comment.
For the Staff's convenience, we have repeated below the Staff's comments and have followed the comment with the Company's
response.

 Amendment
No. 14 to Registration Statement on Form S-1 Executive and Director Compensation, page 57

 1. Please
 update your disclosure for the fiscal year ended December 31, 2025. Refer to Item 402 of
 Regulation S-K.

 Response:
The Company acknowledges the Staff's comment, and we have revised the registration statement within Executive and Director Compensation,
page 57 to update our disclosure for the fiscal year ended December 31, 2025.

 If
the Staff has completed its review of the Registration Statement, we would request acceleration of the Registration Statement immediately.

 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: Peter Campitiello at pcampitiello@lucbro.com, or by telephone at (732) 395-4517; or Morgan Hertz at mhertz@lucbro.com,
or by telephone at (732) 395-4512.

 Sincerely,

 BIMERGEN
 ENERGY CORPORATION

 By:
 /s/
 Robert J Brilon

 Name:
 Robert
 J. Brilon

 Title:
 Co-Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 16, 2026

Robert Brilon
Chief Executive Officer
Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
895 Dove Street, Suite 300
Newport Beach, CA 92660

 Re: Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
 Amendment No. 14 to Registration Statement on Form S-1
 Filed January 2, 2026
 File No. 333-280668
Dear Robert Brilon:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 14 to Registration Statement on Form S-1
Executive and Director Compensation, page 57

1. Please update your disclosure for the fiscal year ended December 31,
2025. Refer to
 Item 402 of Regulation S-K.
 January 16, 2026
Page 2

 Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Peter Campitiello, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 January
2, 2026

 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:
 Bimergen
 Energy Corporation (f/k/a Bitech Technologies Corp.) Amendment No. 13 to Registration Statement on Form S-1

 Filed
 December 12, 2025

 File
 No. 333-280668

 To
Whom It May Concern:

 Bimergen
Energy Corporation (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 December 31, 2025 regarding
the Company's Amendment No. 13 to its Registration Statement on Form S-1/A filed on December 12, 2025 (the " Registration
Statement "). In response to the Staff's comments, the Company has filed Amendment No. 14 to its Registration Statement
on Form S-1/A on January 2, 2026. We are submitting this correspondence to further explain the Company's responses to such comments.
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. 13 to Registration Statement on Form S-1 General

 1.
 We note your disclosure that the warrants and pre-funded warrants
may be exercised on a cashless basis, in which case the holder is entitled to receive a number of shares determined according to the
formula set forth in the respective instrument. Please revise to disclose the formula(s) governing cashless exercise and clearly state
whether the shares issued in a cashless exercise will be greater or less than the shares issued in a cash exercise.

 Response:
The Company acknowledges the Staff's comment and we have revised the registration statement within Description of Securities
We Are Offering Section to disclose the formula(s) governing cashless exercise an d clearly state whether the shares issued
in a cashless exercise will be greater or less than the shares issued in a cash exercise.

 2. Please
 update your filing fee table to reflect the changes made to your offering.

 Response:
The Company acknowledges the Staff's comment and notes that we have revised the filing fee table to reflect the changes
made to our offering.

 If the Staff has completed its review of the
Registration Statement, we would request acceleration of the Registration Statement immediately.

 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.

 Sincerely,

 BIMERGEN
 ENERGY CORPORATION

 By:
 /s/
 Robert J Brilon

 Name:
 Robert
 J. Brilon

 Title:
 Co-Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 31, 2025

Benjamin Tran
Chief Executive Officer
Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
895 Dove Street, Suite 300
Newport Beach, CA 92660

 Re: Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
 Amendment No. 13 to Registration Statement on Form S-1
 Filed December 12, 2025
 File No. 333-280668
Dear Benjamin Tran:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 13 to Registration Statement on Form S-1
General

1. We note your disclosure that the warrants and pre-funded warrants may be
exercised
 on a cashless basis, in which case the holder is entitled to receive a
number of shares
 determined according to the formula set forth in the respective
instrument. Please
 revise to disclose the formula(s) governing cashless exercise and
clearly state whether
 the shares issued in a cashless exercise will be greater or less than
the shares issued in
 a cash exercise.
2. Please update your filing fee table to reflect the changes made to your
offering.
 December 31, 2025
Page 2

 Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Peter Campitiello, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VIA
EDGAR

August
7, 2025

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:
    Bimergen
    Energy Corporation (f/k/a Bitech Technologies Corp.) Amendment No. 6 to Registration Statement on Form S-1

    Filed
June 25, 2025

    File
No. 333-280668

To
Whom It May Concern:

Bimergen
Energy Corporation (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 July 24, 2025 regarding
the Company’s Amendment No. 6 to its Registration Statement on Form S-1/A filed on June 25, 2025 (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. 6 to Registration Statement on Form S-1 Prospectus Summary, page 2

Core
Business in Battery Energy Storage Systems (BESS), page 2

 1. We
                                            note your primary business objective is to become a grid-balancing operator by developing,
                                            commercializing, and operating a diversified portfolio of BESS and solar energy projects
                                            and that you expect your customers will include traditional trading houses (e.g., Goldman
                                            Sachs, BP, Shell), commercial and industrial (C&I) entities, and utilities. We also note
                                            the table outlining the current progress of your portfolio of BESS projects on pages 5-6.
                                            Please revise your prospectus summary to briefly disclose the development stage of your business
                                            and the status of your current operations to date. With respect to planned business activities,
                                            please discuss your plan
of operation for the next twelve months, including the anticipated timeline and expenditures for these events.

August
7, 2025

Page 2

Response:
We have added the following to the prospectus summary:

We
are a development-stage company with the strategic objective of developing, commercializing, and operating a diversified portfolio of
battery energy storage systems (“BESS”) and solar energy projects across the United States.

As
of the date of this prospectus, we have not commenced commercial operations and have not generated revenue. We are currently in the mid-stage
of our development lifecycle and are actively advancing approximately a 2 GW pipeline of BESS projects. Our BESS near-term operational
strategy is to bring approximately 200 MW of new projects online each year, while selectively pursuing strategic acquisitions to supplement
our internal pipeline.

To
support this growth, we have secured a $50 million mezzanine financing facility from a battery supplier partner. This facility enables
us to fund early-stage development activities—including engineering, permitting, and interconnection—as well as to procure
long-lead equipment in preparation for construction.

Over
the next twelve months, we intend to progress a portion of our development pipeline to construction-ready status, initiate procurement
and site preparation on priority projects, and expand internal capabilities across development, engineering, and execution which will
be funded by the executed mezzanine financing, tax equity financing up to 50% of capital expenditures and long-term debt financing partners
in negotiation with multiple alternatives. Concurrently, we will work to secure interconnection agreements, finalize site control and
permitting, and engage prospective offtakers.

We
anticipate corporate overhead cash expenditures to be approximately $3 million over the next 12 months of project level construction
and capital expenditures of approximately $240 million to be funded by mezzanine financing and long-term debt financing. Pre-construction
activities during the next 12 months such as interconnection studies, permitting, and engineering will require approximately $2 million.
These expenditures are expected to be funded through a combination of proceeds from this offering, development fee revenues related to
JV accepted projects, and third-party development partnerships.

Project
Management Services Agreement, page 7

2. We
note your response to prior comment 11 stating that you have “a formal understanding” with Mr. Johnson that neither he nor
any of his entities will develop and retain any of the development projects outside of Emergen, and we note that you have added corresponding
disclosures on pages 41, 50 and F-29. Please similarly update your disclosure in the first paragraph on page 7, and file the amended
agreement covering the change in terms as an exhibit.

Response:
The Company acknowledges the Staff’s comment and has filed PMSA Amendment #3 as Exhibit 10.34 which formalized the understanding
by amending the language in section 2.04 of the original PMSA. We also have updated the disclosure in the first paragraph on page 7 removing
the erroneous phrase.

Recent
Developments, page 11

 3. We
                                            note your disclosure that, on January 28, 2025, the Company filed a Certificate of Amendment
                                            to its Certificate to [sic] Incorporation to: (i) effect a reverse stock split of its common
                                            stock, par value $0.001 per share at a ratio of 1 post-split share for every 140 pre-split
                                            shares; and (ii) to change the name of the Company to Bimergen Energy Corporation. Please
                                            file your Certificate of Amendment as an exhibit to the registration statement.

Response:
The Company acknowledges the Staff’s comment and we have revised the registration statement to include the Certificate of Amendment
as Exhibit 3.12 which was filed previously as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February
3, 2025.

August
7, 2025

Page 3

Summary
of Risk Factors, page 12

 4. You
                                            disclose here that your common stock may be considered a “penny stock” and may
                                            be difficult to sell. However, we could not locate an attendant risk factor. Please revise
                                            or advise.

Response:
The Company acknowledges the Staff’s comment and we have added the following risk factor to the registration statement:

Our
common stock may be considered a “penny stock” and may be difficult to sell.

The
Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price
of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Historically, the price
of our common stock has fluctuated greatly. If, the market price of the common stock is less than $5.00 per share and the common stock
does not fall within any exemption, it therefore may be designated as a “penny stock” according to SEC rules. The “penny
stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established
customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination
for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally,
for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer
and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent
price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability
or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares
and increased transaction costs for sales and purchases of our common shares as compared to other securities.

Certain
Relationships and Related Party Transactions, page 60

 5. Please
                                            expand your disclosures in the last paragraphs on pages 62 and F-18, regarding the six unsecured
                                            promissory notes with Energy Independent Partners, having terms for conversion into equity,
                                            to describe those provisions.

These
notes may be rolled into equity but there are no specific terms. Suggest removing the language from page 62 and F-18 (no language was
in F-18) and state there is no obligation from the borrower or lender to convert to equity

Response:
The Company acknowledges the Staff’s comment and we have removed the erroneous relevant language on page 62 in the registration
statement as there is no obligation or intent for the Company or EIP for conversion into equity. The disclosure on F-18 was accurate
as disclosed.

Note
6 - Acquisition of Emergence Energy LLC, page F-14

 6. We
                                            note your response to prior comment 14 indicating that you believe there are no major uncertainties
                                            about the realizability of the value ascribed to the intangible assets, as the value is supported
                                            by the development projects, stating “the value and collectability of the development-stage
                                            projects were corroborated by two arm’s- length reference points,” which you
                                            appear to describe as having a coordinated approach to the formation of agreements and having
                                            considered a competing agreement.

Please
further clarify how your reference points establish the requisite support, as to the realizability of value, and arm’s-length
characterization, to include a description of the assumptions and the basis for assumptions that were made in formulating your
view from a numerical standpoint, considering the status of the projects, encompassing designs, permits, and locations, as well as
marketability and funding; and provide us with any documentation that is referenced in your analysis.

Response:
The Company acknowledges the Staff’s comment and we have used the RelyEZ definitive agreement and the Cox term sheet as two points
of reference for the BESS development projects. The RelyEZ definitive agreement has been previously filed as Exhibit 10.33 and states
development fees will be funded at a rate of $0.08 per Watt and the Cox term sheet states development fees will be allowed at a rate
of $0.065 per Watt. Using these ranges the 1.965 GW of BESS would have a value between $157,200,000 to $127,725,000. The intangible asset
carrying value for the BESS projects is approximately $20,000,000 or $0.01 per Watt. These development projects are shown with different
status of completion but to bring the projects to RTB (ready to build status) is not a relatively material cost or time factor
between the different projects in proportion to their value in the market as a development project.

Additionally,
the Company has supplied the KeyBank analysis for the BESS projects that was performed prior to the acquisition of the Emergen BESS development
projects in April 2024 which concluded a NPV analysis far beyond the carrying values of the BESS projects.

Additionally,
The Company feels confident with the valuation currently on our books as we also have term sheets from other BESS development project
sellers in the market for BESS development projects for $0.065 - $0.105 per Watt.

August
7, 2025

Page 4

 7. Please
                                            reconcile the views expressed in your response to prior comment 14 on the prospect of realizability
                                            of the intangible asset balance, and the assumptions underlying your numerical assessments,
                                            with the disclosures on page 16, stating that you “...have insufficient working capital
                                            and cash flows to support operations, ...cannot
predict if [you] will achieve or maintain annual profitability in the near future or at all, ...[and] may not be able to execute [your]
business plan;” and the disclosures on page 17, stating “We cannot predict whether or when all permits required for a given
customer’s project will be granted or whether the conditions associated with the permits will be achievable.”

Response:
The Company acknowledges the Staff’s comment and we have included the risk factor language related to the current status of the
Company as we believe it is required. We have revised the risk factor to state that “… may not have sufficient working capital
and cash flows to support operations in the future” to better describe the risk.

We
are at the beginning of operations which consist of acquisition of development projects (intangible assets) and financing the building
of those projects through equity and debt partners to operational status. The Company has finalized a deal with RelyEZ for the mezzanine/equity
portion of the projects and will formalize the debt partners to fund the remaining approximately 80% of the required funds when at RTB
(ready to build status) for land agreements, any remaining permits, construction, equipment, and interconnection. We have purchased these
intangible assets to have projects to finance and build. By example, the Redbird BESS development project once accepted as a project
by RelyEZ into the JV program driven by our agreement will fund $8 million ($80,000/MW x 100MW estimated capacity) for the development
fees to Emergen and retain 20% of the JV. This example is 100MW of our 1,965MW development project portfolio. The Company also believes
these development projects could also be sold outright without a continuing ownership portion. The Company believes the actual intangible
asset value significantly exceeds the value paid for these assets and recorded on our financial statements.

 8. Provide
                                            us with the impairment assessment that you performed as of December 31, 2024 to comply with
                                            FASB ASC 350-30-35-18, including the quantitative assessment prescribed by subparagraph 19,
                                            and the qualitative assessments prescribed by subparagraphs 18B, C and D, if you had opted
                                            to also perform those assessments.

Response:
The Company acknowledges the Staff’s comment and the Company performed the appropriate qualitative assessment to determine that
there was no impairment of the intangible assets and no adjustment required to the carrying value of the intangible assets.

The
qualitative assessment included evaluating cost factor movements of the BESS industry, the general financial performance of the industry,
relevant legal and regulatory matters concerning the industry, company internal strategic direction and focus related to the Development
Assets, market demand and grid requirements, political and macroeconomic factors t

July 24, 2025
Benjamin Tran
Chief Executive Officer
Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
Amendment No. 6 to Registration Statement on Form S-1
Filed June 25, 2025
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 14, 2025 letter.
Amendment No. 6 to Registration Statement on Form S-1
Prospectus Summary, page 2
Core Business in Battery Energy Storage Systems (BESS), page 2
We note your primary business objective is to become a grid-balancing operator by
developing, commercializing, and operating a diversified portfolio of BESS and solar
energy projects and that you expect your customers will include traditional trading
houses (e.g., Goldman Sachs, BP, Shell), commercial and industrial (C&I) entities,
and utilities. We also note the table outlining the current progress of your portfolio of
BESS projects on pages 5-6. Please revise your prospectus summary to briefly
disclose the development stage of your business and the status of your current
operations to date. With respect to planned business activities, please discuss your
 1.

July 24, 2025
Page 2
plan of operation for the next twelve months, including the anticipated timeline and
expenditures for these events.
Project Management Services Agreement, page 7
2.We note your response to prior comment 11 stating that you have "a formal
understanding" with Mr. Johnson that neither he nor any of his entities will develop
and retain any of the development projects outside of Emergen, and we note that you
have added corresponding disclosures on pages 41, 50 and F-29. Please similarly
update your disclosure in the first paragraph on page 7, and file the amended
agreement covering the change in terms as an exhibit.
Recent Developments, page 11
3.We note your disclosure that, on January 28, 2025, the Company filed a Certificate of
Amendment to its Certificate to [sic] Incorporation to: (i) effect a reverse stock split of
its common stock, par value $0.001 per share at a ratio of 1 post-split share for every
140 pre-split shares; and (ii) to change the name of the Company to Bimergen Energy
Corporation. Please file your Certificate of Amendment as an exhibit to the
registration statement.
Summary of Risk Factors, page 12
4.You disclose here that your common stock may be considered a "penny stock" and
may be difficult to sell. However, we could not locate an attendant risk factor. Please
revise or advise.
Certain Relationships and Related Party Transactions, page 60
5.Please expand your disclosures in the last paragraphs on pages 62 and F-18, regarding
the six unsecured promissory notes with Energy Independent Partners, having terms
for conversion into equity, to describe those provisions.
Note 6 - Acquisition of Emergence Energy LLC, page F-14
6.We note your response to prior comment 14 indicating that you believe there are no
major uncertainties about the realizability of the value ascribed to the intangible
assets, as the value is supported by the development projects, stating "the value and
collectability of the development-stage projects were corroborated by two arm’s-
length reference points," which you appear to describe as having a coordinated
approach to the formation of agreements and having considered a competing
agreement.

Please further clarify how your reference points establish the requisite support, as to
the realizability of value, and arm's-length characterization, to include a description of
the assumptions and the basis for assumptions that were made in formulating
your view from a numerical standpoint, considering the status of the projects,
encompassing designs, permits, and locations, as well as marketability and funding;
and provide us with any documentation that is referenced in your analysis.
Please reconcile the views expressed in your response to prior comment 14 on the
prospect of realizability of the intangible asset balance, and the assumptions 7.

July 24, 2025
Page 3
underlying your numerical assessments, with the disclosures on page 16, stating that
you "...have insufficient working capital and cash flows to support operations,
...cannot predict if [you] will achieve or maintain annual profitability in the near
future or at all, ...[and] may not be able to execute [your] business plan;" and the
disclosures on page 17, stating "We cannot predict whether or when all permits
required for a given customer’s project will be granted or whether the conditions
associated with the permits will be achievable."
8.Provide us with the impairment assessment that you performed as of December 31,
2024 to comply with FASB ASC 350-30-35-18, including the quantitative assessment
prescribed by subparagraph 19, and the qualitative assessments prescribed by
subparagraphs 18B, C and D, if you had opted to also perform those assessments.
9.Given your response to prior comment 10 including your decision to amend the
Project Management Services Agreement on April 24, 2025, it appears that you
should amend Exhibit 10.32 to clearly state the date of the amendment, rather than
indicate it had been in effect at either April 24, 2024 or June 28, 2024.
10.We note that you have not identified any authoritative support for your plan to
recharacterize intangible assets as tangible assets (as disclosed on page F-10) in
response to prior comment ten. Tell us how you evaluated the projects in determining
these would be appropriately characterized as intangible assets under FASB ASC 350,
including all details necessary to understand and follow the scope of your
consideration and assessments regarding project composition.

Please include details sufficient to understand how the projects are qualitatively
differentiated from one another. For example, describe the extent to which the projects
are distinguished from one another - in their present form or status - based on the
capacity figures, considering the ranges shown in the tables on pages 5 and 6.
11.With regard to the agreement governing your acquisition of Emergen, under which the
number of directors would increase to five, with Mr. Johnson as one and his company
Bridgelink having rights to nominate two, while also sharing in the selection of a
third, tell us how you considered whether there was a change in control of Bitech in
conjunction with the acquisition (and continuity of control over Emergen).

Provide us with your analysis and an organization chart that covers each entity
involved in the transaction and all of the owners of each entity, with all common
interests quantified, accompanied by notes detailing any changes that have occurred in
connection with, or which were facilitated by, or that resulted from, the transaction.
Note 7 - Solar Projects Sale, page F-15
12.Please reconcile the disclosures indicating you plan to account for the return-sale to
Bridgelink of certain solar project rights that were acquired from that same entity
about one month earlier as revenue pursuant to FASB ASC 606 (if the amounts
become probable of collection), with the scope provision in FASB ASC 606-10-15-3,
i.e. explain how Bridgelink would be properly regarded as a customer and how the
intangible projects would be properly regarded as an output of your ordinary
activities, if this is your view.

July 24, 2025
Page 4
13.We note that the Project Sale Agreement at Exhibit 10.28 states, with regard to
consideration, that "Bridgelink shall compensate Emergen subject to the terms of this
Agreement for the proceeds and consideration received by Bridgelink from Purchaser
pursuant to the Purchase Agreement," referring to a separate agreement between
Bridgelink and a third-party. Please file Exhibit A, listing the Solar Projects that are
covered by the arrangement, and the agreement between Bridgelink and the third-
party as an exhibit.
            Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Campitiello, Esq.

CORRESP
1
filename1.htm

VIA
EDGAR

June
24, 2025

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:
  Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
Amendment No. 5 to Registration Statement on Form S-1

Filed
January 22, 2025

File
No. 333-280668

To
Whom It May Concern:

Bimergen
Energy Corporation (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 February 14, 2025 regarding
the Company’s Amendment No. 5 to its Registration Statement on Form S-1/A filed on January 22, 2025 (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. 5 to Registration Statement on Form S-1 Prospectus Summary, page 2

Overview,
page 2

 1. We
                                            note that you have modified certain disclosures in response to prior comment one to clarify
                                            your belief of being well-positioned to leverage existing relationships to secure multi-year
                                            customer contracts prior to project construction. Please further expand such disclosures
                                            on pages 2, 32, and 39 to more clearly describe your expectations as to the types of customers,
                                            and the terms that would govern your relationships with customers and the lenders and financing
                                            institutions referenced in footnote (11) on page 3.

The
Company has expanded these disclosures to include the following: to the “Core Business in Battery Energy Storage Systems (BESS)”
sections on pages 2, 31 and 39 (emphasis added to show change):

Core
Business in Battery Energy Storage Systems (BESS)

Our
core business is anchored in the development and operation of BESS projects, which are strategically designed to mitigate the energy
imbalances and power deficits observed in markets with substantial solar and wind energy generation. This event, often depicted by the
grid balancing, highlights the timing mismatch between peak renewable energy generation and peak electricity demand. As renewable energy
production peaks during daylight hours and declines in the evening when energy demand is highest, supplemental energy supply sources
become increasingly critical. Our BESS projects are positioned to address this imbalance by storing surplus energy during periods of
low demand and releasing it during high-demand periods, capturing value from daily price fluctuations. By purchasing and storing energy
during low-cost, high-supply hours and selling it during high-demand periods when prices are at their peak, known as energy arbitrage
trading, our BESS systems will provide critical support to compensate for the lack of supply from the current outdated energy grid infrastructure.

In
addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation, voltage
support, and emergency backup during grid outages. Frequency regulation refers to the rapid response to changes in grid frequency, maintaining
stability and preventing potential grid failures. Voltage control enhances the quality and reliability of power supplied to consumers.
The rapid response capabilities also maintain stability for key infrastructure during outages via immediate response to fluctuations
in voltage and frequency. By reducing supply-demand imbalances at peak times, known as peak shaving, we hope to flatten the energy demand
and lower electricity costs for consumers. By integrating advanced EMS controls, we aim to optimize the dispatch timing and increase
the overall economic value of stored energy, delivering both reliable performance and efficient operation in dynamic market conditions.
Our systems will enable more flexible and adaptive grid operations, accommodating dynamic energy flows and diverse generation sources.
These ancillary services both relieve grid stress, offer additional potential revenue streams, and maximize the likelihood of punctual
project development within budget and ensure product quality standards. We believe we are well- positioned to leverage our existing relationships
to secure multi-year customer contracts prior to project construction and integrate cutting-edge battery technologies as they are developed
into future developments. Our systems will also be capable of deferred infrastructure upgrades, which reduce the need for expensive grid
infrastructure upgrades by efficiently managing local supply and demand. We expect our customers will include traditional trading
houses (e.g., Goldman Sachs, BP, Shell), commercial and industrial (C&I) entities, and utilities. The terms of our agreements with customers will be defined by tolling agreements, financial hedges, or power purchase agreements (PPAs),
which serve as financial instruments to guarantee all or a portion of future revenues.

Bimergen
Energy’s business model as a BESS project owner and developer will leverage long-term contracted tolling agreements to generate
stable revenue with upside potential. While Bimergen owns and plans to develop a portfolio of BESS projects, tolling agreements with
major energy trading entities or institutional financial firms will provide a dual revenue model including guaranteed floor payments
and upside profit sharing. The floor payment could be a fixed or minimum revenue guarantee to cover operational costs and provide downside
protection against low market prices or volatility. Upside sharing is a profit-sharing mechanism where revenues above the floor would
be split between Bimergen and the offtaker, incentivizing optimization of energy trading.

While
these contracts have not yet been finalized, institutional traders will manage daily operations and energy trading under the agreements
once signed. They will monitor market prices and advise Bimergen to charge the batteries during off-peak hours using low-cost grid energy,
then discharge the batteries during peak hours, selling high-priced power back to the grid. Under the prospective agreements, institutional
offtakers would buy the discharged power wholesale, resell it at market prices for profit, guarantee the floor payment, and share upside
revenue with Bimergen. Beyond arbitrage, tolling agreements may include provisions for ancillary services like frequency regulation,
voltage support, or capacity payments, where the BESS helps stabilize the grid for additional revenue streams. The offtaker would assume
market price risk, while the BESS owner would be responsible for system maintenance and performance, ensuring the assets meet contractual
obligations. The floor payment would ensure predictable cash flows, making projects bankable by institutional investors or lenders to
provide project financing. Upside sharing would allow developers to benefit from high market prices without direct exposure to trading
risks. Partnering with experienced traders leverages their market knowledge, reducing the need for in-house trading capabilities. Offtakers
benefit from access to infrastructure by gaining control over a BESS without owning or maintaining it, and capture margins by reselling
power at market prices, especially during peak demand. Offtake agreements are long-term contracts, often spanning 10–20 years,
to align with the lifecycle of BESS projects and provide revenue certainty for financing.

As
renewable energy penetration increases, BESS tolling agreements are becoming more common to manage intermittency (e.g., storing solar/wind
energy for peak times). The global BESS market is projected to grow significantly, with tolling agreements facilitating project financing.
The structure of tolling agreements vary on a case-by-case basis. While the floor payment mitigates downside, low market prices can limit
upside potential, affecting overall returns. BESS performance declines over time, which may impact revenue if not accounted for in the
agreement. The financial stability of the offtaker is critical, as their ability to meet floor payments or share upside depends on their
market success. Shifts in energy market policies or grid incentives can affect the profitability of tolling agreements.

We
are in talks with a number of investment banks to secure offtake agreements for our projects. However, to date, we have not entered into
any offtake agreements and there can be no assurance that we will be able to do so on terms favorable to the Company. If we are not successful
in obtaining favorable terms, we will operate these projects by selling merchant power and use a third-party scheduling entity to assist
us in scheduling the power. This exposes the BESS to market volatility, where prices fluctuate based on supply, demand, fuel costs, and
other dynamics. Without guaranteed revenue streams, the BESS owner assumes financial risk, as electricity prices can vary significantly.
However, during periods of high demand or grid stress, the system can capitalize on higher prices. The BESS can also provide services
like energy arbitrage, storing low-cost electricity and selling it when prices rise, or ancillary services like frequency regulation
and reserves, which can be more profitable during grid instability. The key advantage of this model is the potential for higher returns
in favorable market conditions, but it also carries the risk of lower profits or losses when market prices drop or when demand for storage
services is insufficient. Like traditional merchant power plants, a BESS in this model faces financial uncertainty but has the flexibility
to adjust based on real-time market conditions.

We
anticipate management will be active in identifying, negotiating and establishing the financing relationships required for our projects.
Since the Company and its subsidiaries do not have the in-house personnel to construct these projects, we also anticipate management
will hire third parties to manage the construction of the project facilities and we will manage and negotiate the purchase of the key
components of the facility (most importantly being the batteries). The Development Projects purchased are at various stages and we
executed an agreement with Energy Independent Partners (“EIP”) (a Delaware limited liability company controlled by Cole Johnson,
our President and Director commencing as of the date of acquisition of Emergen) for services to include: pre-construction and pre-operational
activities such as assisting with qualifying the Development Projects for financing; assisting with achieving RTB Status for Development
Projects; and assisting with marketing the Development Project to a third party, if desired. The relevant fees for these services are
$0.035 per watt of capacity and are included in the Development Fees column of the table below.

BESS
project locations are selected to be located alongside traditional power transmission lines or near large offtakers (our expected customers)
with high energy demands, enhancing grid stability and reducing energy costs. These locations are suitable for battery storage facilities
of approximately thirty acres and undergo environmental studies and assessments to ensure feasibility. While the letters of intent the
Company has entered into or negotiated for these projects are for specific locations, the Company’s development plans are not dependent
on the landowner or address, but, rather, are county based. The Company believes it could adjust its plans to find a similar, suitable
location if it is unable to negotiate a definitive agreement to develop a project with the landowner.

Location
                                            is a key consideration when selecting a site to develop a project. All projects are chosen
                                            in rural areas, outside high electricity demand zones, and on existing transmission lines.
                                            Transmission lines are then measured for available capacity and evaluated for potential BESS
                                            projects. After confirming that the site is suitable for BESS, we contact the landowner and
                                            conduct environmental studies to ensure it is viable for construction and operation. Most
                                            of our projects are in non-regulated markets, which allow us to sell power into the merchant
                                            markets using a scheduling entity.

Another
key component of site qualification is identification of the potential energy customers and markets we can serve, either by rights acquired
in the development process, those which can be secured via competitive utility procurements and those which can be secured under direct
bilateral agreements

The
revenue opportunities relating to our primary energy purchase customers – the regulated utilities and regulated wholesale energy
markets operating where each of our projects are located, are quantified at the earliest stages of project qualification and the commercial
relationship with these customers is fully established at the time we anticipate executing our interconnection agreement, typically prior
to commencement of construction. These utility energy purchase mechanisms generally preclude any direct participation by these customers
in asset ownership or profit distributions.

Additionally,
at each site location, screening is conducted to identify and qualify potential industrial, commercial and municipal customers. Those
which meet our criteria for potentially enhancing our revenues and profits are contacted to determine their interest in purchasing energy
services at or after the point in time when our projects enter revenue operations. It is not our normal practice, and these energy purchase
agreements do not typically include participation in equity ownership or profit distributions from the projects, but these options are
not precluded legally or regulatorily.

The
physical quality of our sites in terms of their development is valued against industry comparables. The energy and revenue generation
potential of our sites and projects and the number and credit quality of our established and potential utility and non-utility customers
are also key factors in the valuation of our projects, their ability to attract investors and the ultimate cost of that capital. This
is true for the majority of projects in our industry.

Our
projects may include multiple classes of equity investors. Project level preferred equity investors enjoy returns which include one or
more fixed components plus a participation component in which they share in the net free cash flows of our combined arbitration and contracted
energy revenue operations; common equity investors participate directly in ownership of the project assets and receive distributions
of net free cash flows from our energy trading (arbitrage) revenues and those from contracted energy services. We also have tax equity
investors who participate in a transaction to acquire these tax benefits outright and may also enjoy a nominal carried interest in our
net distributions.

Our
pro forma models and financial practices meet customary industry standards to estimate, calculate and project these revenues both for
institutional financing purposes as well as regulatory requirements.

It
is our intent to own and operate our projects in most cases, but in others we may deem it financially beneficial to the company and our
equity investors to partly or fully monetize our project assets.

We
maintain strong relationships with tier-one batte

February 14, 2025
Benjamin Tran
Chief Executive Officer
Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
Amendment No. 5 to Registration Statement on Form S-1
Filed January 22, 2025
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 13, 2024
letter.
Amendment No. 5 to Registration Statement on Form S-1
Prospectus Summary, page 2
Overview, page 2
We note that you have modified certain disclosures in response to prior comment
one to clarify your belief of being well-positioned to leverage existing relationships to
secure multi-year customer contracts prior to project construction. Please further
expand such disclosures on pages 2, 32, and 39 to more clearly describe your
expectations as to the types of customers, and the terms that would govern your
relationships with customers and the lenders and financing institutions referenced in
footnote (11) on page 3.
 1.

February 14, 2025
Page 2
Please clarify if locations to be selected for the projects depend on first identifying a
customer and whether you would be offering equity interests in the projects, selling
them outright, or retaining ownership in order to benefit directly from the energy
arbitrage opportunities that you mention. Please indicate how you have quantified
these economic incentives in devising your business plans, and your expectations for
the return considering the cost estimates in your table on page 2.

Please describe the terms that you believe would govern the financing, construction,
and operation of the facilities; to include clarifying the extent to which your role
would be actively engaged or passive with respect to each phase in the life cycle of
the projects. For example, it should be clear that you have outsourced all of the pre-
construction activities to an entity that is wholly-owned by one of your directors; your
plans for construction, commissioning, and operations should be addressed.
2.Please expand the notes to your financial statements to include the accounting policies
that will be applied and reflect all project economics, to include the methods of
application, the important judgements involved, the nature of any performance
obligations, and allocations of asset costs to current and future periods (e.g. to include
project costs, obligations for initial and RTB fees, and project sales, financing, and
operting agreements), to comply with FASB ASC 235-10-50-3.

Please also address the guidance on Principal versus Agent Considerations in FASB
ACS 606-10-55-36 through 55-40, with respect to your role relative to the services
being provided by Energy Independent Partners LLC under the Project Sale
Agreement at Exhibit 10.28, and your accounting for its share of any proceeds
received.
3.We note that you submitted for our review in response to prior comment one
various letters-of-intent related to the locations that have been considered for the
storage and solar facilities, although these did not cover all of the facilities that you
have listed and of those provided only one appears to be current with respect to the
exclusivity period.

Please revise your tabulations on pages 3, 4, 33, and 34, and the adjacent disclosures
and footnotes, as necessary to clarify that while you have considered and identified
various potential locations for some of the facilitites, you have no site control for any
of the projects, though do have one current letter-of-intent for the Red Bird storage
project that is dated November 1, 2024, which provides you with 180 days to evaluate
the prospect of entering into a lease, if that location remains under consideration.

Please remove the notations from the tabulations indicating you have letters-of-intent
for projects where these letters are no longer current.
Risk Factors
Risks Related to Our Company and Business, page 12
Please include as the initial disclosure in this group a brief discussion of the Initial
Fees and RTB Fees that must be paid to Energy Independent Partners LLC pursuant to
the Project Management Services Agreement at Exhibits 10.29 and 10.30 (including 4.

February 14, 2025
Page 3
quantification of the aggregate fees) as project financing, permits, and location leases
are obtained, and address the risks that such obligations may hinder or preclude your
ability to obtain financing sufficient to develop and complete any of the projects.

Please also quantify the aggregate amounts that you have arranged to receive under
the Project Sale Agreement at Exhibit 10.28, and discuss the absence of any
development requirements on the counterparty in the seconday sale, the inability to
oversee, influence or monitor any progress, and the risk that such amounts will
never be received if the counterparty does not secure financing and develop the
projects or does not remit payments that would otherwise become due.

Please also quantify the aggregate amounts that you have arranged to forward to
Energy Independent Partners LLC pursuant to the Project Sale Agreement and discuss
the risk that these payment obligations, in addition to the payment obligations for the
Initial Fees and RTB Fees, may impact your ability to recover the values ascribed to
the tangible and intangible assets associated with your storage and solar projects.
Use of Proceeds, page 28
5.We note your dislosure indicating that you will be allocating proceeds to
"Development of BESS Projects (Pre-Construction Costs – Engineering, Permits,
etc.)" though also stating the company "...does not currently have any specific projects
for which it intends to use the proceeds...." Please reconcile these apparent
inconstencies.

Please also revise your disclosure stating "...none of the proceeds of this offering will
be used to pay the BESS Initial Fee or the Solar Initial Fee to Emergen," to replace the
reference to your subsidiary with Energy Independent Partners, LLC, the counterparty
in those fee arrangements based on your disclosures on page F-26.
Executive and Director Compensation, page 50
6.Please update your executive compensation disclosure for your fiscal year ended
December 31, 2024. Refer to Item 402 of Regulation S-K and Question 117.05,
Compliance & Disclosure Interpretations of Regulation S-K.
Certain Relationships and Related Party Transactions, page 55
We note that you added some disclosures in response to prior comment 5 though have
not quantified the amounts that would indirectly convey to Mr. Johnson under the
Project Management Services Agreement (PMSA) and the Solar Project Sale
Agreement, as required by Item 404 of Regulation S-K.

For example, the disclosures that you provide should cleary quantify and discuss his
beneficial interests in the $29,025,000 of Initial Fees and the $58,950,000 of storage-
project-related RTB Fees indicated by your disclosures on page F-26. You should also
quantify and discuss his beneficial interests in the $115,200,000 of solar-project-
related RTB Fees that may become payable if the counterparty in the secondary sale
by Bridgelink opts to relinquish those projects, and the $12,125,000 in fees that are 7.

February 14, 2025
Page 4
payable if those projects are instead retained and developed by the counterparty in the
secondary sale, as described on page F-27.

Please also describe your objectives, and those of Mr. Johnson, in having Bridgelink
reacquire project rights that were sold to you the month before, and explain how the
terms governing your sale of those rights were devised and how the economics
compare to those devised in connection with your acquisition, particularly with regard
to the disparity relative to the RTB Fees of $72,750,000, based on the 2.425 GW
conveyed and the $0.03 per watt rate utilized in calculating such fees.
Legal Matters, page 67
8.We note that you added some disclosure regarding litigation related to the Patent
& Technology Exclusive and Non-Exclusive License Agreement on pages 36 and 37
of MD&A in response to prior comment six, rather than under the heading for Legal
Matters pursuant to Item 103(c)(2) of Regulation S-K.

Please add comparable disclosure under the Legal Matters heading and expand
your disclosures to provide the context necessary to understand the terms and dates of
the original transactions, the factual basis alleged to underlie the proceedings/origins
of the dispute, and the implications relative to your business and financial statements.
Financial Statements, page F-1
9.Please address the financial statement updating requirements in Rule 8-08 of
Regulation S-X, which should include providing audited financial statements for
2024, which should reflect retroactive adjustments to the share and per share amounts
related to your 1:140 reverse stock split, as announced in the Form 8-K that you filed
on February 3, 2025, and the revisions concerning the amounts and disclosures in
your financial statements requested in the comments in this letter.
Note 6 - Acquisition of Emergen Energy LLC, page F-25
10.We note that you have revised disclosure in the sixth paragraph on page 42 in
response to prior comment 7 to indicate that amounts allocated to intangible assets for
your project plans will be amortized ("relieved over time") at the same rate as

depreciation is recognized for any costs capitalized for projects that begin to generate
revenue.

However, you have retained disclosures on pages F-22, F-25 and F-27 indicating that
the intangible assets will be recharacterized as tangible assets ("will become a
component of property, plant and equipment") if any projects are successfully
developed into revenue-generating assets.

Please further revise your disclosures as necessary to address these apparent
inconsistencies and to provide a coherent and consistent description of the accounting
that you believe would be appropriate and consistent with generally accepted
accountign princples.

February 14, 2025
Page 5
11.We understand from your response to prior comment 8 that you have confirmed that
EIP "...has no intention of pursuing any BESS, Solar or wind projects outside of
Bitech and that EIP wants to ensure that these are marketed and sold exclusively
through Bitech," although you have retained disclosures under this heading, as well as
on pages 35, 43 and 55, that continue to indicate EIP has the option to "develop and
retain the Development Project outside of Emergen."

Unless you have amended the agreement to remove that optionality, it appears that
you should disclose the reasons for that provision, and explain how it would be
intepreted in addressing the economics as requested in prior comment 8.

However, if you have no proprietary rights to specific projects this should be made
clear in your disclosure. If you believe that you do have proprietary rights, please
identify the particular characteristics of the project plans over which you believe such
rights may be enforced.
12.We note your response to prior comment 9, including revisions that you have made to
disclosure on page 35, indicating that the BESS and Solar Initial Fees, shall be due
and payable and apportioned equally between the two, once project financing of at
least $5 million has been secured.

Please reconcile this disclosure with the amendment to the agreement at Exhibit
10.30, which appears to have removed the $5 million financing provision from
Section 2.07; and address the implications of default in the event project financing
received is not sufficient to cover the required payments.

Given your project cost estimates in the Prospectus Summary and in MD&A also
explain how you expect financing to be structured with regard not only to the
preconstruction costs, but also construction and commissioning of the facilities, and
indicate whether you intend to also rely on a third party for these activities.
13.We understand from your response to prior comment 7 that you regard the Initial Fees
and RTB Fees that may become due under the Project Management Services
Agreement as contingencies and that you believe it is neither probable nor reasonably
possible that a liablity had been incurred as of September 30, 2024; you identify
SFAS 5 as the guidane upon which you have relied in making this assessment. Please
understand that the guidance that you have referenced was superceded by the
Accounting Standards Codification in 2009; and the guidance corresponding to that
which you have described has resided in FASB ASC 450-20-25-2 since then.

Given that you have characterized the payments to be made to Energy Independent
Partners LCC as consideration for past services rendered by its affiliates and for future
pre-construction services that it will provide, and considering the guidance in FASB
ASC 450-10-15-3 and 55-3, it does not appear that your payment arrangements would
be properly regarded as contingencies. We suggest that you consult the guidance in
FASB ASC 820-10-30-3A(c), as to the unit of account, and 35-2B(b), as to
restrictions on use, to the extent applicable and you may consider whether the
arrangements would constitute executory contracts.

February 14, 2025
Page 6
14.As for the recognition of intangible assets in isolation of the encumberances
referenced in the preceding comment, we have further considered your November 26,
2024 response to comment 4, regarding FASB ASC 845-10-30-3 and 8, which
requires 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, and do not see adequate support for a view on recoverabilty based on the
Project Sale Agreement, considering that solar projects were returned to the same
party from whom they were acquired one month before, and the uncertain prospects
for realization.

Please advise us of the amounts that had been capitalized for the projects by
Bridgelink Development LLC, and confirm that these amounts agree with the audited
financial statements of this entity covering the 2022 and 2023 fiscal years, as
referenced in Section 3.18 of the Membership Interest Purchase Agreement at Exhibit
10.22.
Note 8 - Solar Projects Sale, page F-27
15.We understand from your response to prior comment 10 that you have revised the
agreement with Bridgelink to remove the provision that had subjected any amounts
received under the sale agreement to rights of refund, and that you will address this
change in accounting for the arrangement when updating your financial
statements. However, we also understand that the counterparty in the secondary sale
may nevertheless decline to develop any or all of the solar projects conveyed and
return the projects.

Given that the arrangement does not require any payments beyond the initial payment
unless projects are developed and milestones are achieved, please expand your
disclosure to identify and describe any incentives the counterparty would have to
return projects to you that it does not intend to develop and, considering that specific
locations have not been secured for any of the projects, also clarify how the projects
conveyed would be diferentiated from any incrementally projects that you may plan
and develop in future periods, and describe any constraints on your ability to plan
simlar projects in similar locations.

Please also disclose the numbe

CORRESP
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filename1.htm

VIA
EDGAR

January
22, 2025

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. 4 to Registration Statement on Form S-1 Filed November 26, 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 December 13, 2024 regarding
the Company’s Amendment No. 4 to its Registration Statement on Form S-1/A filed on November 26, 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. 4 to Registration Statement on Form S-1 Prospectus Summary, page 2

Overview,
page 2

1. We
                                            note that you have revised various disclosures on pages 2 through 6, 32, and 38 through 41,
                                            in response to prior comment 2, in part to describe various facets of the work product that
                                            you recognized as an intangible asset. However, the criteria that apply in defining a project,
                                            particularly as to the locations and capacity parameters, remain unclear, as is the nature
                                            of support for your disclosures on pages 2, 32 and 38, stating that you are uniquely positioned
                                            to leverage your partnerships to secure multi- year customer contracts prior to project construction,
                                            considering your disclosures on page 41, stating that you have not established a reasonable
                                            expectation of financing and completion for any of the projects, and disclosures on pages
                                            3 and 33, clarifying that you do not have any customer contracts.

Please
further revise such disclosures as necessary to explain how the locations and capacity parameters have been established or devised for
each project, to include clarifying whether there are specific addresses associated with the locations that you have identified, and
to describe the extent to which these and any other aspects of the projects are subject to change. As the agreement at Exhibit 10.22
indicates that your acquisition included documents that substantiate your rights to own, lease, or otherwise acquire the right to
use the real property where the projects will be located, also address the apparent inaccuracies considering that your list of projects
indicates there have been only letters of intent associated with some of the projects, and that you have no site control for any of the
projects.

The
Company revised the disclosure to provide:

We
expect our BESS projects to be located alongside traditional power transmission lines or near large offtakers with high energy demands,
enhancing grid stability and reducing energy costs. These locations are suitable for battery storage facilities of approximately
thirty acres and undergo environmental studies and assessments to ensure feasibility. While the letters of intent the Company has entered
into or negotiated for these projects are for specific locations, the Company’s development plans are not dependent on the landowner
or address, but, rather, are county based. The Company believes it could adjust its plans to find a similar, suitable location if it
is unable to negotiate a definitive agreement to develop a project with the landowner.(emphasis added)

Aso
clarify how you have assessed your circumstances as being uniquely positioned with respect to the partnerships, describe the partnerships
to which you refer, and the manner by which leverage would occur or be applied, and substantiate your claim of being able to obtain multi-year
customer contracts prior to construction. Please submit the letters of intent for our review along with your next response.

The
Company has revised this disclosure to state:

We
believe we are well- positioned to leverage our existing relationships to secure multi-year customer contracts prior to project construction
and integrate cutting-edge battery technologies as they are developed into future developments.

 This
letters of intent have been submitted confidentially.

2. Please
                                            provide us with the documentation requested in prior comment 3, concerning your acquisition
                                            of Emergen Energy LLC, and the various related claims and valuation details reported in your
                                            April 15, 2024 Form 8-K, which you had indicated would be submitted confidentially in your
                                            prior response letter.

This
documentation has been submitted confidentially.

Working
Capital, page 36

3. We
                                            note that you revised disclosures on pages 36 and 37 in response to prior comment 5, to acknowledge
                                            that the term working capital is defined by the FASB, although you have retained disclosure
                                            indicating the term is not defined under GAAP. Given that the term is defined by the Financial
                                            Accounting Standard Board, it is thereby considered to be an established term within Generally
                                            Accepted Accounting Principles. Please further revise your disclosures to eliminate language
                                            suggesting that the term working capital is not defined under GAAP.

The
Company has revised its disclosures accordingly.

Business

Overview,
page 38

4. We
                                            note that on pages 4 and 17 of your annual report you disclosed that in December 2023 you
                                            received an initial purchase order from a strategic customer to implement a BEMS Virtual
                                            Power Plant Program that would be designed to save electricity for approximately 4,000 multi-dwelling
                                            units, and you represented that you were providing services pursuant to this purchase order.
                                            However, we see no further discussion of the arrangement in your subsequent interim reports.

Please
expand your disclosure under this heading and the corresponding section on page 32 of Management’s Discussion and Analysis, to
provide an update on the status of this contract, including a description of the work that you had completed, any work that remains to
be completed, the identity of the customer, and the economics of the arrangement.

However,
if you did not secure a contract and have discontinued the work, disclose how this evolved, specify the dates and the reasons, and tell
us why you did not report the matter previously; in either case, submit the purchase order and any related contract obtained for our
review along with your response.

There
has been no update relative to the purchase order since the Company received it. The Purchaser has advised the Company it is waiting
for the requisite funding in order to move the project forward. We have updated the disclosure to reflect this. Since there is currently
no material obligation on the part of the Company as it is only an as-yet unpaid for purchase order, there was no event for the
Company to report.

Since
the Company has agreed not to disclose the identity of the purchaser for competitive advantage purposes, we have filed the purchase order
confidentially.

Certain
Relationships and Related Party Transactions, page 53

5. Given
                                            the association of Mr. Johnson with C&C Johnson Holdings LLC, Energy Independent Partners
                                            LLC, and Bridgelink Development LLC, expand your dislosures to provide all of the information
                                            prescribed by Item 404(a), (c) and (d) of Regulation S-K, including details regarding Mr.
                                            Johnson’s direct and indirect interests as a related party in the Project Management
                                            Services Agreement discussed on page F-26, and the Solar Project Sale Agreement discussed
                                            on page F-27.

In
addition to quantifying the dollar values of the amounts involved in the transactions, and of his interests in the transactions, describe
your objectives, and those of Mr. Johnson, in having Bridgelink Development reacquire project rights that were sold to you the month
before, and explain how the terms governing your sale of those rights were devised, and how the economics compare to those governing
your acquisition and the project management services agreement.

The
Company has updated its disclosures to provide the required information.

Provide
us with a relationship chart showing all of the beneficial interests of each of your directors and officers, including those of Mr. Johnson,
in the entities and all affiliates of the entities referenced above, and all other entities involved in or pursuing battery storage or
solar projects sourced from or through any of these entities. Please identify the entities to whom Bridgelink Development has reconveyed
project rights that it acquired from you, and describe all associations with such persons.

Following
is a relationship regarding all the entities involved in the Company’s plans to pursue battery storage or solar projects:

    Owner
    and Ownership Percentage:

    Entity:

    BTC

    Tran

    Johnson

    Brilon

    Potter

    Stock

    Bannerman

    BTC

    0

    20.4

    31*

    2.2

    0

    **

    0

    C&C

    0

    0

    100

    0

    0

    0

    0

    Emergen

    100

    0

    0

    0

    0

    0

    0

    Bridgelink

    0

    0

    100

    0

    0

    0

    0

    EIP

    0

    0

    100

    0

    0

    0

    0

*
Through C&C.

**
Less than 1%.

BTC
= Bitech Technologies Corporation

C&C
= C&C Johnson Holdings, LLC

Emergen
= Emergen Energy LLC

Bridgelink
= Bridgelink Development LLC

EIP
= Energy Independent Partners LLC

Legal
Matters, page 64

6. We
                                            note that you provided disclosures on pages 13 and 14 of your annual report concerning a
                                            legal action originating with a February 2, 2023 lawsuit that you filed against various persons,
                                            in the U.S. District Court, Central District of California, seeking compensatory damages
                                            of $33.6 million, which has led to partial settlements though which you continue to pursue.

Please
expand your disclosures under this heading to provide all of the information prescribed by Item 103 of Regulation S-K, to include clarifying
the specific matters that are subject to this lawsuit, the extent to which such matters have been settled, and those that remain unsettled,
and reflecting the current status.

Tell
us the amounts that you have recovered in connection with the settlements and the manner of accounting that you have applied in each
instance, to include specifying the periods and classifications used in reporting the activity in your financial statements.

The
Company has updated the legal proceeding disclosure in the prospectus accordingly.

Note
6 - Acquisition of Emergence Energy LLC, page F-25 Project Management Services Agreement, page F-26

7. We
                                            note that you did not provide an analysis of the accounting requirements pertaining to the
                                            $9,825,000 and $19,200,000 BESS and Solar development fee arrangements as requested in prior
                                            comment 6.

Tell
us the specific sections of the agreements and specific language and paragraphs of authoritative accounting standards that you have considered
in deciding that no liability would be recognized at the outset, including an explanation of how you evaluated the circumstances under
which the payment obligations may be accelerated, in terms of being within or not within your control; and in formulating the disclosure
on page F-26, indicating that you while you have initially recognized the rights to develop the projects as intangible assets, you expect
to recharacterize the amounts as tangible assets if any projects are successfully developed into a revenue-generating asset.

The
specific sections of the agreement considered in deciding that no liability would be recognized at the outset follow:

The
FIRST AMENDMENT TO PROJECT MANAGEMENT SERVICES AGREEMENT states in section 1 (a):

The
BESS Initial Fee and the Solar Initial Fee shall be due and payable upon (i) Bitech, or any of its Affiliates, receiving project financing
directly related to and collateralized by BESS Projects, this specifically excludes any general public or private offerings by Bitech
not directly related to financing a BESS Project , 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 and the Solar Initial Fee shall equate to $19,200,000.00,
which totals $29,025,000.00, which the total shall be paid in three (3) equal portions to EIP per any three (3) BESS Projects achieving
land agreements, which shall include, but is not limited to, an option agreement, letter of intent, or lease agreement. Upon the sale
of any of the BESS Projects or Solar Projects the appropriate portion of the BESS Initial Fee or the Solar Initial Fee that is paid to
EIP shall be deducted from the amount still due proportionately among the BESS Projects or Solar Projects not yet accepted by the financing
party for Development Fees.

Section
1(b) provides:

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

December 13, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corporation
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corporation
Amendment No. 4 to Registration Statement on Form S-1
Filed November 26, 2024
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 6, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
Prospectus Summary, page 2
Overview, page 2
We note that you have revised various disclosures on pages 2 through 6, 32, and 38
through 41, in response to prior comment 2, in part to describe various facets of the
work product that you recognized as an intangible asset. However, the criteria that
apply in defining a project, particularly as to the locations and capacity parameters,
remain unclear, as is the nature of support for your disclosures on pages 2, 32 and 38,
stating that you are uniquely positioned to leverage your partnerships to secure multi-
year customer contracts prior to project construction , considering your disclosures on
page 41, stating that you have not established a reasonable expectation of
 1.

December 13, 2024
Page 2
financing and completion for any of the projects, and disclosures on pages 3 and 33,
clarifying that you do not have any customer contracts.

Please further revise such disclosures as necessary to explain how the locations and
capacity parameters have been established or devised for each project, to include
clarifying whether there are specific addresses associated with the locations that you
have identified, and to describe the extent to which these and any other aspects of the
projects are subject to change. As the agreement at Exhibit 10.22 indicates that your
acquisition included documents that substantiate your rights to own, lease, or
otherwise acquire the right to use the real property  where the projects will be located,
also address the apparent inaccuracies considering that your list of projects indicates
there have been only letters of intent associated with some of the projects, and that
you have no site control for any of the projects.

Aso clarify how you have assessed your circumstances as being uniquely positioned
with respect to the partnerships, describe the partnerships to which you refer, and the
manner by which leverage would occur or be applied, and substantiate your claim of
being able to obtain multi-year customer contracts prior to construction. Please submit
the letters of intent for our review along with your next response.
2.Please provide us with the documentation requested in prior comment 3, concerning
your acquisition of Emergen Energy LLC, and the various related claims and
valuation details reported in your April 15, 2024 Form 8-K, which you had indicated
would be submitted confidentially in your prior response letter.
Working Capital, page 36
3.We note that you revised disclosures on pages 36 and 37 in response to prior comment
5, to acknowledge that the term working capital is defined by the FASB, although you
have retained disclosure indicating the term is not defined under GAAP. Given that
the term is defined by the Financial Accounting Strandard Board, it is thereby
considered to be an established term within Gerally Accepted Accounting Principles.
Please further revise your disclosures to eliminate language suggesting that the term
working capital is not defined under GAAP.
Business
Overview, page 38
We note that on pages 4 and 17 of your annual report you disclosed that in December
2023 you received an initial purchase order from a strategic customer to implement a
BEMS Virtual Power Plant Program that would be designed to save electricity for
approximately 4,000 multi-dwelling units, and you represented that you were
providing services pursuant to this purchase order. However, we see no further
discussion of the arrangement in your subsequent interim reports.

Please expand your disclosure under this heading and the corresponding section on
page 32 of Management's Discussion and Analysis, to provide an update on the status
of this contract, including a description of the work that you had completed, any work
 4.

December 13, 2024
Page 3
that remains to be completed, the identity of the customer, and the economics of the
arrangement.

However, if you did not secure a contract and have discontinued the work, disclose
how this evolved, specify the dates and the reasons, and tell us why you did not report
the matter previously; in either case, submit the purchase order and any related
contract obtained for our review along with your response.
Certain Relationships and Related Party Transactions, page 53
5.Given the association of Mr. Johnson with C&C Johnson Holdings LLC, Energy
Independent Partners LLC, and Bridgelink Development LLC, expand your dislosures
to provide all of the information prescribed by Item 404(a), (c) and (d) of Regulation
S-K, including details regarding Mr. Johnson's direct and indirect interests as a related
party in the Project Management Services Agreement discussed on page F-26, and the
Solar Project Sale Agreement discussed on page F-27.

In addition to quantifying the dollar values of the amounts involved in the
transactions, and of his interests in the transactions, describe your objectives, and
those of Mr. Johnson, in having Bridgelink Development reacquire project rights that
were sold to you the month before, and explain how the terms governing your sale of
those rights were devised, and how the economics compare to those governing your
acquisition and the project management services agreement.

Provide us with a relationship chart showing all of the beneficial interests of each of
your directors and officers, inculding those of Mr. Johnson, in the entities and all
affiliates of the entities referenced above, and all other entities involved in or pursuing
battery storage or solar projects sourced from or through any of these entities. Please
identify the entities to whom Bridgelink Development has reconveyed project
rights that it acquired from you, and describe all associations with such persons.
Legal Matters, page 64
6.We note that you provided disclosures on pages 13 and 14 of your annual report
concerning a legal action originating with a February 2, 2023 lawsuit that you filed
against various persons, in the U.S. District Court, Central District of California,
seeking compensatory damages of $33.6 million, which has led to partial settlements
though which you continue to pursue.

Please expand your disclousres under this heading to provide all of the information
prescribed by Item 103 of Regulation S-K, to include clarifying the specific matters
that are subject to this lawsuit, the extent to which such matters have been settled, and
those that remain unsettled, and reflecting the current status.

Tell us the amounts that you have recovered in connection with the settlements and
the manner of accounting that you have applied in each instance, to include specifying
the periods and classifications used in reporting the activity in your financial
statements.

December 13, 2024
Page 4
Note 6 - Acquisition of Emergence Energy LLC, page F-25
Project Management Services Agreement, page F-26
7.We note that you did not provide an analysis of the accounting requirements
pertaining to the $9,825,000 and $19,200,000 BESS and Solar development fee
arrangements as requested in prior comment 6.

Tell us the specific sections of the agreements and specific language and paragraphs
of authoritative accounting standards that you have considered in deciding that no
liability woud be recognized at the outset, including an explanation of how you
evaluated the circumstances under which the payment obligations may be accelerated,
in terms of being within or not within your control; and in formulating the disclosure
on page F-26, indicating that you while you have initially recognized the rights to
develop the projects as intangible assets, you expect to recharacterize the amounts as
tangible assets if any projects are successfully developed into a revenue-generating
asset.

Please resolve the apparent inconsistency between disclosure stating that such rights
acquired were "deemed to not be tangible assets" with disclosure stating that these are
intangible assets; and file the original agreement as an exhibit to your next
amendment, as referenced in Exhibit 10.29.
8.We note your disclosure stating that if you forgo the development of a Development
Project, Energy Independent Partners will assist as needed with marketing the
Development Project to a third party "...or develop and retain the Development
Project outside of Emergen."

Please expand your disclosure to clarify the terms under which Energy Independent
Partners would be permitted to develop a project outside of Emergen, specifically as
to determining the price at which such rights would be sold, your proportionate
interest in any resulting project, and any other details that would be necessary to
understand the economics that would govern this scenario.
9.Please expand your disclosures to explain why the obligations for the Solar initial fees
are associated with financing a BESS project, rather than a Solar project, and clarify
whether the obligation for the total BESS and Solar initial fees are triggered by an
initial BESS project financing event (along with a letter of intent or more certain form
of interest on a prospective location), or whether only a third of the obligations would
be triggered; explain how amounts payable would be apportioned to three projects and
clarify whether you would only be considering BESS projects or also the Solar
projects, in making this determination.

Please indicate whether the payment obligation is triggered irregardless of whether the
financing is sufficient to cover all costs of construction and all of the BESS and Solar
development fee obligations; and quantify the extent to which Solar development
fee obligations have been tentatively conveyed to Bridgelink Development LLC, as
you have indicated would occur in the event of a project sale, and explain how those
amounts have been calculated relative to the totals.

December 13, 2024
Page 5
Financial Statements
Note 8 - Solar Projects Sale, page F-27
We understand that you conveyed rights to 2.425 GW of solar projects on May 30,
2024 which appear to represent about 63% of the rights to solar projects acquired
from Emergen on April 24, 2024, although the terms of your sale appear to allow the
buyer to return any project for a full refund of any amounts paid at any time.

Please expand your disclosures as necessary to address the following points:

•Specify the date that you paid or will pay Energy Independent Partners LLC its
62.5% share of the $943,500 in consideration.

•Clarify your intentions regarding the custody and division of funds and as
would pertain to all amounts received that are subject to refund.

•Indicate whether you remain directly responsible to the buyer under the return
right for amounts conveyed to Energy Independent Partners LLC; and if this is the
case, also describe any arrangement or recourse that you have to recover such
funds if the buyer opts to return any project rights.

•As the agreement pertains to the conveyance of rights to develop solar projects,
which you have reported as intantible assets, it appears that the liability should be
characterized as  proceeds received on sale of intangible assets - subject to return
rights, or similar language, rather than deferred revenue.

•As it remains unclear whether you have acquired and sold rights to construct
projects or simply plans to construct projects that do not constitute rights,
considering that you report having no contractual arrangements for project
development and construction, further clarification regarding the nature of the
conveyance will be necessary properly account for the transaction and to
characterize the amounts that are subject to the return right.

•Explain why you have not adjusted the intangible asset account for the amounts
ascribed to the development rights conveyed.

•Specify the extent to which the contingent amounts are intended to cover your
development fee obligations to Energy Independent Partners LLC, and the extent
to which such obligations have been assumed by the counterparty, though
contingent on whether the return right is excercised.

Provide an accounting policy disclosure that covers all aspects of the arrangement,
including your allocations of proceeds to the various projects, custody of funds that
are subject to the return rights, fulfilling your obligations under the Project
Management Services Agreement, and determining the amounts that would be 10.

December 13, 2024
Page 6
refunded for any rights to projects relinquished by the buyer. Tell us the specific
authoritative guidance that you have relied upon in formulating each part of that
policy.

Please also expand your disclosures of the rights to solar projects acquired from
Emergen on pages 4 and 34 as necessary to identify and segregate the rights to
projects conveyed under this agreement, which are subject to the return rights, and
update as necessary with any change in the status of the projects.
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm, page II-5
11.Please obtain and file an updated consent from your auditor Fortune CPA, Inc. that
includes reference to the dual dated  audit report. We re-issue prior comment 7.

General
12.We note your response to prior comment 9. You state on your cover page that "[t]he
consummation of this offering is not contingent upon the approval of our listing on
Nasdaq," but you later state that "[i]f our application to list on Nasdaq is not approved,
we will not consummate this offering." Please revise to disclose whether your offering
is contingent upon on final approval of your Nasdaq listing on your cover page. Please
ensure the disclosure is consistent with your underwriting agreement.
            Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Campitiello, Esq.

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

November 6, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corporation
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed October 23, 2024
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 17, 2024 letter.
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.

November 6, 2024
Page 2
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
arranagements 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.
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.
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 4.

November 6, 2024
Page 3
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.
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.
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.
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.
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.
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.

November 6, 2024
Page 4
            Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact
Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Campitiello, Esq.

CORRESP
1
filename1.htm

VIA
EDGAR

October
23, 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. 2 to Registration Statement on Form S-1 Filed October 3, 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 October 17, 2024 regarding
the Company’s Amended Registration Statement on Form S-1/A filed on October 3, 2024 (the “Registration Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the
Company’s response.

Amendment
No. 2 to Registration Statement on Form S-1 Prospectus Summary, page 2

1. We
                                            note your disclosures responding to prior comment 5 and reissue the comment in part. Please
                                            add a footnote to the tables on pages 3-4 and 31-32 to describe the main components comprising
                                            the estimated cost of project. Additionally, given the significant development fees and estimated
                                            project costs totaling $3.2 billion for the BESS Projects and $2.1 billion for the Solar
                                            Projects, expand your disclosure to discuss realistically how many and which of these projects
                                            you believe you can develop, construct and obtain funding to do so, how you intend to obtain
                                            funding, and what you will do with the projects not developed or constructed due to lack
                                            of funding or other reasons.

The
Company has revised the disclosure to the registration statement accordingly.

Our
governing documents designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be
in, page 18

2. We
                                            note your response to prior comment 13. We note that your forum selection clause provides
                                            that for certain litigation, including any “derivative action,” the sole and
                                            exclusive forum shall be a state court with appropriate jurisdiction, or if a state court
                                            does not have jurisdiction, then a federal court located within the State of Delaware. Please
                                            disclose whether this provision applies to actions arising under the Securities Act or Exchange
                                            Act. If so, please also state that there is uncertainty as to whether a court would enforce
                                            such provision. If the provision applies to Securities Act claims, please also state that
                                            investors cannot waive compliance with the federal securities laws and the rules and regulations
                                            thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent
                                            jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
                                            created by the Securities Act or the rules and regulations thereunder. If this provision
                                            does not apply to actions arising under the Securities Act or Exchange Act, please also ensure
                                            that the exclusive forum provision in the governing documents states this clearly, or tell
                                            us how you will inform investors in future filings that the provision does not apply to any
                                            actions arising under the Securities Act or Exchange Act.

The
Company has revised this disclosure accordingly.

Capitalization,
page 28 Dilution, page 29

3. For
                                            both Capitalization page 28 and Dilution page 29, revise your descriptions of the number
                                            of common shares outstanding after this offering to add the number of “common shares
                                            issuable in this offering…and...to the underwriter”, as the current disclosures
                                            only describe the shares issuable upon exercise of the Pre-Funded Warrants.

Revise
the disclosure on page 8 to correctly describe what the number of shares outstanding after this offering will include and exclude, consistent
with disclosures on pages 28 and 29 after the above revisions.

Taking
into consideration total shares outstanding and issuable after the offering and any planned reverse stock split, tell us whether such
total will exceed your current one billion common shares authorized, and if yes how you plan to address the authorized share shortfall.

With
regard to the line item labeled “Increase in pro forma as adjusted net tangible book value…” on page 29, delete “as
adjusted” to be consistent with the preceding line item labeling, or explain where and how the “as adjusted” measure
is used.

The
Company has added the following disclosure in both sections of the registration statement:

and
common shares issuable in this offering; and deleted “as adjusted” on page 29

Financial
Statements For Fiscal Year ended December 31, 2023 Report of Independent Registered Public Accounting Firm, page F-2

4. Given
                                            the changes to Note 5, please ask your auditor Fortune CPA Inc. to assess the need to either
                                            update or dual date the audit report, and provide new audit report and audit consent as applicable
                                            in your next filing amendment.

Fortune
CPA has provided a new audit report and consent to address this issue.

Financial
Statements for Six Months ended June 30, 2024, page F-15

5. Please
                                            file an amendment to your Form 10-Q for the quarter ended June 30, 2024, incorporating all
                                            revisions in your registration statement applicable to Form 10-Q, as raised in prior comment
                                            10.

The
Company has filed the amendment to its Form 10-Q for the quarter ended June 30, 2024 with the applicable revisions.

General

6. You
                                            state on page 32 and elsewhere that, pursuant to the BESS Development Project MIPA, the Company
                                            will take all commercially reasonable steps necessary to uplist the Company to the NASDAQ
                                            stock exchange. You also state on page 47 that the base salaries for your executive officers
                                            will begin upon listing to NASDAQ. Please revise your registration statement to clarify whether
                                            these terms are intended to be satisfied by a NASDAQ listing in connection with this offering
                                            specifically.

The
Company added the following disclosure to this section of the registration statement:

The
Company’s uplist to NASDAQ in connection with the consummation of the offering contemplated in this prospectus will satisfy the
terms set forth in the Closing.

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 Peter Campitiello, Esq. 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

October 17, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corporation
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed October 3, 2024
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 19,
2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 2
We note your disclosures responding to prior comment 5 and reissue the comment in
part. Please add a footnote to the tables on pages 3-4 and 31-32 to describe the main
components comprising the estimated cost of project. Additionally, given the
significant development fees and estimated project costs totaling $3.2 billion for the
BESS Projects and $2.1 billion for the Solar Projects, expand your disclosure to
discuss realistically how many and which of these projects you believe you
can develop, construct and obtain funding to do so, how you intend to obtain funding,
and what you will do with the projects not developed or constructed due to lack of
funding or other reasons. 1.

October 17, 2024
Page 2

Our governing documents designate certain courts as the sole and exclusive forum for certain
types of actions and proceedings that may be in, page 18
2.We note your response to prior comment 13. We note that your forum selection clause
provides that for certain litigation, including any “derivative action,” the sole and
exclusive forum shall be a state court with appropriate jurisdiction, or if a state court
does not have jurisdiction, then a federal court located within the State of
Delaware. Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. If so, please also state that there is uncertainty as to
whether a court would enforce such provision. If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Securities Act or Exchange Act.

Capitalization, page 28
Dilution, page 29
3.For both Capitalization page 28 and Dilution page 29, revise your descriptions of the
number of common shares outstanding after this offering to add the number of
“common shares issuable in this offering…and...to the underwriter”, as the current
disclosures only describe the shares issuable upon exercise of the Pre-Funded
Warrants.

Revise the disclosure on page 8 to correctly describe what the number of shares
outstanding after this offering will include and exclude, consistent with disclosures on
pages 28 and 29 after the above revisions.

Taking into consideration total shares outstanding and issuable after the offering and
any planned reverse stock split, tell us whether such total will exceed your current one
billion common shares authorized, and if yes how you plan to address the authorized
share shortfall.

With regard to the line item labeled “Increase in pro forma as adjusted net tangible
book value…” on page 29, delete “as adjusted” to be consistent with the preceding
line item labeling, or explain where and how the “as adjusted” measure is used.

October 17, 2024
Page 3
Financial Statements For Fiscal Year ended December 31, 2023
Report of Independent Registered Public Accounting Firm, page F-2
4.Given the changes to Note 5, please ask your auditor Fortune CPA Inc. to assess the
need to either update or dual date the audit report, and provide new audit report and
audit consent as applicable in your next filing amendment.

Financial Statements for Six Months ended June 30, 2024, page F-15
5.Please file an amendment to your Form 10-Q for the quarter ended June 30, 2024,
incorporating all revisions in your registration statement applicable to Form 10-Q, as
raised in prior comment 10.

General
6.You state on page 32 and elsewhere that, pursuant to the BESS Development Project
MIPA, the Company will take all commercially reasonable steps necessary to uplist
the Company to the NASDAQ stock exchange. You also state on page 47 that the
base salaries for your executive officers will begin upon listing to NASDAQ. Please
revise your registration statement to clarify whether these terms are intended to be
satisfied by a NASDAQ listing in connection with this offering specifically.
            Please contact Sondra Snyder at 202-551-3332 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. Please
contact Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Campitiello, Esq.

CORRESP
1
filename1.htm

VIA
EDGAR

October
3, 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 Corp

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

  Filed September 3, 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 September 19, 2024 regarding
the Company’s Amended Registration Statement on Form S-1/A filed on September 3, 2024 (the “Registration Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the
Company’s response.

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

Prospectus
Summary

Recent
Developments, page 5

1. We
                                            note your disclosure of the July 2024 amendment to the Certificate of Incorporation to effect
                                            a reverse stock split at a ratio ranging between one for two (1:2) and one for eighty (1:80).
                                            Please expand your disclosure to update the reverse stock split status or outcome, and ensure
                                            that any stock split will be retroactively restated for all periods presented.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 5 to
update the status of the reverse stock split. Moreover, the Company affirms that the registration statement will be revised to give retroactive
effect for any reverse stock split.

Risk
Factors, page 12

2. We
                                            note your response to prior comment 4. With regard to the below items:

“We
have experienced significant growth in recent periods. We intend to continue to expand our business significantly within existing and
new market segments” “We rely on third-party general contractors to install energy storage products at our sites. We currently
work with a limited number of general contractors”

Please
revise to clarify how you have experienced significant growth in recent periods, given that you recently acquired the rights to the development
projects and have not done any development nor reported any operations; and whether it is true you currently work with a limited number
of general contractors, which appears inconsistent with your disclosure in footnote (5) on page 3.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure throughout the
registration statement to more appropriately disclose its current state of operations rather than its anticipated operations.

Capitalization,
page 28

 3. Please
                                            expand your disclosure under this heading, as well as under the Dilution heading on page
                                            29, to explain why you exclude the 147,200,000 shares of common stock issuable upon the exercise
                                            of outstanding options at June 30, 2024. Additionally, revise your disclosure on page 8 regarding
                                            “the number of shares...outstanding after this offering” to correctly state the
                                            inclusions and exclusions, consistent with pages 28 and 29.

It
is the Company’s practice to exclude the shares underlying outstanding options that have not yet been exercised from the calculations
and disclosure in the Capitalization and Dilution disclosure.

Dilution,
page 29

 4. Please
                                            further revise your Dilution disclosures for the following items:

 ● Your
                                            disclosed net tangible book value as of June 30, 2024 in the second paragraph does not match
                                            the number in the first table.

 ● Change
                                            “Total net tangible assets” label in the first table to “Total tangible
                                            assets” to match the description in the second paragraph.

 ● You
                                            appear to use the term “pro forma net tangible book value” and “pro forma
                                            as adjusted net tangible book value” interchangeably. If this is true, revise the label
                                            in the first paragraph following the first table to use the same consistent term “pro
                                            forma net tangible book value”. If this is not true, expand disclosure to explain the
                                            difference.

 ● Reinstate
                                            the line item you deleted, namely “Increase in the pro forma net tangible book value
                                            per share attributable to new investors purchasing shares and Pre-Funded Warrants in this
                                            offering”, to precede the line item “Dilution per share to new investors...”.

 ● With
                                            regard to your statement “the pro forma as adjusted information...above is illustrative
                                            only”, delete “as adjusted” or explain how “as adjusted” is
                                            different from “pro forma information” presented above. Additionally, clarify
                                            what and how “other terms of this offering determined at pricing” may change
                                            the presented information.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 29 to
address the Staff’s comments.

Business,
page 36

5. We
                                            note the tabular presentations you added on pages 3 and 31 in response to prior comment 14.
                                            Please expand your presentations and disclosures to address these remaining items per prior
                                            comment 14:

-
Add the Solar projects and details similar to the BESS projects.

-
For each BESS and Solar project, add incremental details such as approximate time until permit is complete, nature and time of engineering
and other work to be completed before construction can begin, time to construct once construction begins, other work and permits required
to operate the projects, project management fees for each project.

Additionally,
given the number of projects and significant estimated cost of each project, discuss how you intend to sequence the projects or determine
which projects will be developed and when, how financing arrangements will be pursued, uncertainties as to whether the projects will
be completed, and what you plan to do with the projects not developed or not completed. As necessary, add a summary of your development
plan including timeline for each significant step.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 36 and
updated its presentations and disclosures to include the items requested in the Staff’s comments.

6. As
                                            it does not appear that you have fully addressed prior comment 16 with revised disclosures
                                            in the Business section, we reissue prior comment 16 as follows:

We
note that you have various disclosures regarding certain aspects of your business which appear suggestive of progress, experience, or
certain business relationships as may include disclosures on pages 3, 34 and 36, stating “Our primary BESS customers are key players
in the energy industry,” “Our extensive experience in BESS development puts us in a favorable position to capitalize on the
industry’s rapid growth,” “Our Power Desk team can...optimize our operational activities,” “Our breadth
of legislative authority relationships ...enable us to effectively capture and utilize investment tax credits (ITCs)...”.

Please
expand these and any similar disclosures elsewhere in the filing as necessary to clarify the extent of any actual customers and suppliers,
partnerships with Independent system operators (ISOs), the scope and extent of prior development experience, to include a description
of any completed projects/facilities, how your power desk team has optimized any specific operational activities, and the nature of your
legislative authority relationships and of the particular ITC arrangements that you have secured as a result of those relationships.

Please
ensure that your description of each matter is substantive and clear as to the extent of progress, experience and business relationships.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure throughout the
registration statement to remove these references and to more appropriately disclose its current and actual state of operations rather
than its anticipated operations.

Recent
Developments, page 38

7. We
                                            note you disclosed on page 39 that you treated the April 24, 2024 Emergen transaction as
                                            an acquisition of assets instead of a business combination due to the lack of any operations.
                                            Please note that acquisition of assets does not give rise to goodwill. Revise your disclosure
                                            to remove the goodwill, and explain why you did not attribute the $22.22 million purchase
                                            price to the development rights as intangible assets. To the extent the $22.22 million purchase
                                            price exceeded the fair values of the development rights on your Emergen purchase date, given
                                            your disclosure on page 39 that the development rights were assigned to Emergen with no cost
                                            basis prior to sale to you, tell us how you have considered impairment assessment for such
                                            development rights. Refer to FASB ASC 350-30-25, 30-30 and 30-35 for guidance on intangible
                                            asset recognition, initial measurement and subsequent measurement, including amortization
                                            and impairment determinations.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 38 regarding
asset recognition versus goodwill.

8. We
                                            note your response to prior comments 12 and 13. Please update your disclosure under this
                                            heading to clarify that you have negotiated out of the $50 million financing commitment,
                                            if true as stated in your response, as the disclosure in Note 8 on page F-14 referred to
                                            the $50 financing commitment.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 39 and
throughout the registration statement to provide that the Company has negotiated out of the $50 million financing commitment from the
agreement.

9. We
                                            note your disclosure on page 39 regarding Emergen’s May 30, 2024 Project Sale Agreement
                                            (Agreement) with Bridgelink. Please expand your disclosure to clarify whether this Agreement
                                            is still in effect or the extent of any changes, including whether the described Bridgelink
                                            deposit has been paid and received, and when Bridgelink’s option to return the projects
                                            expires (i.e. within ten days written notice of what event or milestone?).

Additionally,
disclose all the milestones that must be achieved, time frames and payments for each milestone, and whether Bridgelink has the option
to return the projects for full refund even after certain milestones have been achieved and payments have been made.

Make
similar revisions regarding this Bridgelink Agreement to your disclosures, financial statements and related notes for the quarter ended
June 30, 2024. Expand the financial statement note to discuss the accounting treatment for this Agreement and payments received, clarifying
how the right of return affects or precludes your sale recognition. Describe any other sale contingency and related accounting treatment.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 39 and
throughout the registration statement regarding the Bridgelink Agreement and the accounting treatment related to it.

Consolidated
Financial Statements

General,
page F-1

10. We
                                            note that you have not included unaudited interim financial statements for the three and
                                            six months ended June 30, 2024 in your registration statement. As previously raised in prior
                                            comment 23, please update the financial statements and related disclosures in your registration
                                            statement in accordance with Rule 8-08 of Regulation S-X.

Please
note all the revisions that will be required to your June 30, 2024 financial statements, related notes and disclosures included in the
registration statement based on the comments raised in this comment letter, such as the Bridgelink Agreement and the goodwill and intangible
asset issues raised in the “Recent Developments” comments above.

Additionally,
please note that your Form 10-Q for the quarter ended June 30, 2024 will need to be amended to include similar revisions once all the
comments affecting your June 30, 2024 financial statements in the registration statement have been resolved.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure to include the
interim financial statements for the three and six months ended June 30, 2024 in the registration statement and that the June 30, 2024
financial statements and have made the requested revisions to such financial statements.

11. We
                                            note that the heading for the interim Consolidated Statements of Changes in Stockholders’
                                            Equity on page 7 of your Form 10-Q for the quarter ended June 30, 2024 is labeled as of December
                                            31, 2024 instead of June 30, 2024. Please revise this label for both the interim financial
                                            statements to be included in the registration statement, and in Form 10-Q when amended.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended the financial statements accordingly.

Note
5 - Acquisition of Bitech Mining, page, page F-12

12. We
                                            note your response and reissue prior comment 27. Please note that since you determined Bitech

September 19, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corp
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed September 3, 2024
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 30, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments, page 5
1.We note your disclosure of the July 2024 amendment to the Certificate of Incorporation to
effect a reverse stock split at a ratio ranging between one for two (1:2) and one for eighty
(1:80). Please expand your disclosure to update the reverse stock split status or outcome,
and ensure that any stock split will be retroactively restated for all periods presented.
Risk Factors, page 12
We note your response to prior comment 4. With regard to the below items:

“We have experienced significant growth in recent periods. We intend to continue to
expand our business significantly within existing and new market segments”2.

September 19, 2024
Page 2
"We rely on third-party general contractors to install energy storage products at our sites.
We currently work with a limited number of general contractors”

Please revise to clarify how you have experienced significant growth in recent periods,
given that you recently acquired the rights to the development projects and have not done
any development nor reported any operations; and whether it is true you currently work
with a limited number of general contractors, which appears inconsistent with your
disclosure in footnote (5) on page 3.
Capitalization, page 28
3.Please expand your disclosure under this heading, as well as under the Dilution heading
on page 29, to explain why you exclude the 147,200,000 shares of common stock issuable
upon the exercise of outstanding options at June 30, 2024. Additionally, revise your
disclosure on page 8 regarding “the number of shares…outstanding after this offering” to
correctly state the inclusions and exclusions, consistent with pages 28 and 29.
Dilution, page 29
4.Please further revise your Dilution disclosures for the following items:

•Your disclosed net tangible book value as of June 30, 2024 in the second paragraph
does not match the number in the first table.
•Change "Total net tangible assets" label in the first table to "Total tangible assets" to
match the description in the second paragraph.
•You appear to use the term "pro forma net tangible book value" and "pro forma as
adjusted net tangible book value" interchangeably. If this is true, revise the label in
the first paragraph following the first table to use the same consistent term "pro forma
net tangible book value". If this is not true, expand disclosure to explain the
difference.
•Reinstate the line item you deleted, namely "Increase in the pro forma net tangible
book value per share attributable to new investors purchasing shares and Pre-Funded
Warrants in this offering", to precede the line item "Dilution per share to new
investors...".
•With regard to your statement "the pro forma as adjusted information...above is
illustrative only", delete "as adjusted" or explain how "as adjusted" is different from
"pro forma information" presented above. Additionally, clarify what and how "other
terms of this offering determined at pricing" may change the presented information.

September 19, 2024
Page 3
Business, page 36
5.We note the tabular presentations you added on pages 3 and 31 in response to prior
comment 14. Please expand your presentations and disclosures to address these remaining
items per prior comment 14:

- Add the Solar projects and details similar to the BESS projects.
- For each BESS and Solar project, add incremental details such as approximate time until
permit is complete, nature and time of engineering and other work to be completed before
construction can begin, time to construct once construction begins, other work
and permits required to operate the projects, project management fees for each project.

Additionally, given the number of projects and significant estimated cost of each project,
discuss how you intend to sequence the projects or determine which projects will be
developed and when, how financing arrangements will be pursued, uncertainties as to
whether the projects will be completed, and what you plan to do with the projects not
developed or not completed. As necessary, add a summary of your development plan
including timeline for each significant step.
6.As it does not appear that you have fully addressed prior comment 16 with revised
disclosures in the Business section, we reissue prior comment 16 as follows:

We note that you have various disclosures regarding certain aspects of your business
which appear suggestive of progress, experience, or certain business relationships as may
include disclosures on pages 3, 34 and 36, stating “Our primary BESS customers are key
players in the energy industry,” “Our extensive experience in BESS development puts us
in a favorable position to capitalize on the industry’s rapid growth,” “Our Power Desk
team can…optimize our operational activities,”; “Our breadth of legislative authority
relationships …enable us to effectively capture and utilize investment tax credits
(ITCs)…”.

Please expand these and any similar disclosures elsewhere in the filing as necessary to
clarify the extent of any actual customers and suppliers, partnerships with Independent
system operators (ISOs), the scope and extent of prior development experience, to include
a description of any completed projects/facilities, how your power desk team has
optimized any specific operational activities, and the nature of your legislative authority
relationships and of the particular ITC arrangements that you have secured as a result of
those relationships.

Please ensure that your description of each matter is substantive and clear as to the extent
of progress, experience and business relationships.

Recent Developments, page 38
We note you disclosed on page 39 that you treated the April 24, 2024 Emergen
transaction as an acquisition of assets instead of a business combination due to the lack of
any operations. Please note that acquisition of assets does not give rise to
goodwill. Revise your disclosure to remove the goodwill, and explain why you did not 7.

September 19, 2024
Page 4
attribute the $22.22 million purchase price to the development rights as intangible
assets. To the extent the $22.22 million purchase price exceeded the fair values of the
development rights on your Emergen purchase date, given your disclosure on page 39 that
the development rights were assigned to Emergen with no cost basis prior to sale to you,
tell us how you have considered impairment assessment for such development
rights. Refer to FASB ASC 350-30-25, 30-30 and 30-35 for guidance on intangible asset
recognition, initial measurement and subsequent measurement, including amortization and
impairment determinations.
8.We note your response to prior comments 12 and 13. Please update your disclosure under
this heading to clarify that you have negotiated out of the $50 million financing
commitment, if true as stated in your response, as the disclosure in Note 8 on page F-14
referred to the $50 financing commitment.
9.We note your disclosure on page 39 regarding Emergen’s May 30, 2024 Project Sale
Agreement (Agreement) with Bridgelink. Please expand your disclosure to clarify
whether this Agreement is still in effect or the extent of any changes, including whether
the described Bridgelink deposit has been paid and received, and when Bridgelink’s
option to return the projects expires (i.e. within ten days written notice of what event or
milestone?).

Additionally, disclose all the milestones that must be achieved, time frames and payments
for each milestone, and whether Bridgelink has the option to return the projects for full
refund even after certain milestones have been achieved and payments have been made.

Make similar revisions regarding this Bridgelink Agreement to your disclosures, financial
statements and related notes for the quarter ended June 30, 2024. Expand the financial
statement note to discuss the accounting treatment for this Agreement and payments
received, clarifying how the right of return affects or precludes your sale recognition.
Describe any other sale contingency and related accounting treatment.
Consolidated Financial Statements
General, page F-1
10.We note that you have not included unaudited interim financial statements for the three
and six months ended June 30, 2024 in your registration statement. As previously raised
in prior comment 23, please update the financial statements and related disclosures in
your registration statement in accordance with Rule 8-08 of Regulation S-X.

Please note all the revisions that will be required to your June 30, 2024 financial
statements, related notes and disclosures included in the registration statement based on
the comments raised in this comment letter, such as the Bridgelink Agreement and the
goodwill and intangible asset issues raised in the "Recent Developments" comments
above.

Additionally, please note that your Form 10-Q for the quarter ended June 30, 2024 will
need to be amended to include similar revisions once all the comments affecting your
June 30, 2024 financial statements in the registration statement have been resolved.

September 19, 2024
Page 5
11.We note that the heading for the interim Consolidated Statements of Changes in
Stockholders' Equity on page 7 of your Form 10-Q for the quarter ended June 30, 2024 is
labeled as of December 31, 2024 instead of June 30, 2024. Please revise this label
for both the interim financial statements to be included in the registration statement, and
in Form 10-Q when amended.
Note 5 - Acquisition of Bitech Mining, page, page F-12
12.We note your response and reissue prior comment 27. Please note that since you
determined Bitech Mining as the accounting acquirer in your March 31, 2022 reverse
merger transaction with Spine Injury Solutions, you need to expand your Note 5 to show,
from an accounting perspective, the net assets acquired from Spine Injury Solutions at
March 31, 2022. Refer to the guidance in FASB ASB 805-40-45-2.

Per your Form 10-Q for the quarter ended March 31, 2022, Spine Injury Solutions had a
stockholders' equity (deficit) (i.e. net assets book value) of $(388,795) at December 31,
2021. As your consolidated equity at March 31, 2022 post reverse merger was $740,334
after considering Bitech Mining net assets of $1,122,214, this appears to suggest that your
Spine net assets acquired at March 31, 2022 did not change much from its December 31,
2021 net assets book value.

Additionally, reconcile the Spine Injury Solutions net assets acquired amount to the
$(139,880) recapitalization amount reported on page F-5.
General
13.We note your disclosure on page 18 that your amended and restated certificate of
incorporation and amended and restated bylaws, each of which will become effective
immediately prior to the closing of this offering, will provide, unless you consent in
writing to the selection of an alternative forum, that the Court of Chancery of the State of
Delaware (or, and only if the Court of Chancery of the State of Delaware lacks subject
matter jurisdiction, any state court located within the State of Delaware, or, if and only if
all such state courts lack subject matter jurisdiction, the federal district court for the
District of Delaware) and any appellate court therefrom, to the fullest extent permitted by
law, is the sole and exclusive forum for derivative actions. This appears inconsistent with
Article XIV of your Amended and Restated Bylaws filed as Exhibit 3.11. Please revise or
advise.

Additionally, where you continue to reference an "amended and restated articles of
incorporation" that will become effective immediately prior to the closing of this offering,
please clarify whether you intend on filing an amended and restated articles of
incorporation. Lastly, where your disclosure states that your exclusive forum provision
will not apply to claims or causes of action brought to enforce a duty or liability created
by the Securities Act, the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction, please revise your governing documents to ensure that the
exclusive forum provision states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or the Exchange Act.

September 19, 2024
Page 6
            Please contact Sondra Snyder at 202-551-3332 or Lily Dang at 202-551-3867 if you have
questions regarding comments on the financial statements and related matters. Please contact
Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Campitiello, Esq.

CORRESP
1
filename1.htm

VIA
EDGAR

September 3, 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 Corp

    Registration
    Statement on Form S-1 Filed

    July
    3, 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 July 30, 2024 regarding
the Company’s Registration Statement on Form S-1 filed on July 3, 2024 (the “Registration Statement”). For the
Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response.

Registration
Statement on Form S-1 Cover Page

1. Disclosure
                                            elsewhere in your filing appears to indicate an intention to apply for the listing of your
                                            common stock on Nasdaq. If so, please disclose on the cover page, and as appropriate throughout
                                            the registration statement, if your offering is contingent on receipt of certification to
                                            list on Nasdaq.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the cover
page and pages 53, 61 and elsewhere of the Registration Statement to provide that the offering is
not contingent upon the Company’s listing on a national securities exchange, but the listing is likely contingent upon consummation
of the offering.

Table
of Contents, page i

2. We
                                            note you disclose that the prospectus is “accurate only as of its date, regardless
                                            of its time of delivery or the time of any sale of common stock and Pre-Funded warrants.”
                                            Please remove the phrase “regardless of its time of delivery.” See Rule 159(a)
                                            under the Securities Act. Also, we remind you that you have an obligation to update the prospectus
                                            if there has been a material change in your operations, financial condition, etc.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page i to
include the requested information.

Bitech
Technologies Corp.

September 3, 2024

Page
2

The
Offering, page 6

3. We
                                                                                                                                                           note your disclosure that the Pre-Funded Warrants will have an exercise price of $0.0001 per share and will expire five years from
                                                                                                                                                           the date of issuance. However, we note your disclosure on the Cover Page that the purchase price of the Pre-Funded Warrants is equal
                                                                                                                                                           to the price per common share being sold to the public in this offering, minus $0.001.
Please clarify whether the purchase price and the exercise price of the Pre- Funded Warrants as currently disclosed are accurate, and
if not please revise as appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on the
cover page and elsewhere of the Registration Statement to revise the exercise price of $0.0001.

Risk
Factors, page 9

4. We
                                            note your disclosures of risk factors on pages 10-11, regarding various concerns that are
                                            unclear as to the association with your company. For example, you refer to

 ● “The
                                            interruption of the flow of components and materials from international vendors could disrupt
                                            our supply chain”

 ● “We
                                            purchase some of our components and materials outside of the United States through arrangements
                                            with various vendors and have experienced delays”

 ● “Failure
                                            by our vendors or our component or raw material suppliers to use ethical business practices
                                            and comply with applicable laws and regulations may adversely affect our business”

 ● “We
                                            may not achieve the intended benefits of our recent acquisition of Emergen Energy LLC, and
                                            the acquisition may disrupt our current plans or operations”

 ● “If
                                            we fail to manage our recent and future growth effectively, we may be unable to execute our
                                            business plan, maintain high levels of customer service, or adequately address competitive
                                            challenges”

 ● “We
                                            have experienced significant growth in recent periods. We intend to continue to expand our
                                            business significantly within existing and new market segments”

 ● “We
                                            rely on third-party general contractors to install energy storage products at our sites.
                                            We currently work with a limited number of general contractors”

Bitech
Technologies Corp.

September 3, 2024

Page
3

Given
that you have not reported operations that would correlate with these concerns, please clarify each disclosure as to the nature of each
concern. For example, identify the nature of any actual arrangements with suppliers and contractors, or clarify if there are none; and
explain how you have experienced growth in recent periods, or clarify if this has not occurred.

Also
explain to us how the concern over “integrating the business of Emergen” reconciles with your description of the Emergen
transaction elsewhere in the filing, e.g. pages 30 and 37, indicating you acquired only rights to develop projects, rather than a business.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 11, 12, and elsewhere of the Registration Statement to revise these disclosures and reflect, where appropriate that
certain of these risks refer to the Company’s future plans to acquire supplies and materials for its projects and whether
such risks may be applicable at that time.

Risks
related to the Offering and Ownership of our Common Stock

Certain
provisions of Delaware law and antitakeover provisions in our organizational documents could delay or prevent a change of control, page
17

5. You
                                            refer in this section to “the consent rights of the Continuing Equity Owners in the
                                            Stockholders Agreement as described in “Certain Relationships and Related Party Transactions
                                            — Stockholders Agreement.” However, we could not locate a discussion, in your
                                            related party transactions section or elsewhere, regarding such agreement or such continuing
                                            equity owners. Please revise or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended the Registration Statement
to remove this disclosure.

Risk
Factors

If
you purchase shares in this offering, you will suffer immediate dilution of your investment, page 24

6. You
                                            disclose that based on an assumed initial public offering price of $2.25 per share, investors
                                            in this offering will experience immediate dilution of $1.61 per share and that purchasers
                                            in this offering will have contributed approximately 38.6% of the aggregate price paid by
                                            all purchasers of your common stock but will own only 18.7% of common stock outstanding after
                                            the offering. Given that you have not disclosed the number of shares to be issued or the
                                            price or price range for such shares, please explain how you determined this information,
                                            and provide calculations supporting your response.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 25 and
elsewhere of the Registration Statement to remove this information.

Bitech
Technologies Corp.

September 3, 2024

Page
4

Use
of Proceeds, page 25

7. Please
                                            expand your disclosures under this heading to identify any projects that will be constructed
                                            with the offering proceeds, and to quantify the funds that will be required to complete those
                                            projects and separately all other projects for which proceeds are not expected to be utilized.

Please
also quantify the amounts that will be required to satisfy the BESS Initial Fee and the Solar Initial Fee under your Project Management
Services Agreement, as well as the aggregate of the incremental fees that are presently disclosed elsewhere in the filing on a per unit
basis.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 26 and
elsewhere of the Registration Statement to provide that none of the proceeds of the offering will be used to satisfy the BESS
Initial Fee and the Solar Initial Fee under the PMSA, as amended, and to include the requested information.

Market
for Common Equity and Price Range of Common Stock, page 26

8. Revise
                                            to state the range of high and low bid information for any subsequent interim period for
                                            which you include financial statements. See Item 201 of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 27 and
elsewhere of the Registration Statement to include the requested information.

Capitalization,
page 27

9. We
                                            note your disclosure that the number of shares of common stock to be outstanding after this
                                            offering excludes various shares as described in the four bullet points that follow.

With
regard to the second bullet point, we note that the 222,222,000 shares of common stock issued on April 24, 2024 in connection with the
acquisition of Emergen LLC were outstanding as of the date of the prospectus and should not be excluded.

With
regard to the remaining three bullet points, explain your reasons for exclusions. Exclusions of the shares described in the third and
fourth bullet points appear inconsistent with your disclosure in the second bullet point “On a pro forma basis.” at
the top of the Capitalization table.

Please
revise your disclosures as appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 28 and
elsewhere of the Registration Statement to include the requested information.

Bitech
Technologies Corp.

September 3, 2024

Page
5

Dilution,
page 28

10. Please
                                            explain your reasons for exclusions of the various shares as described in the four bullet
                                            points or revise as appropriate, similar to our comment raised in Capitalization above.

Add
tables showing calculations of how you determined the net tangible book value amount and per share, and the pro forma (as adjusted) net
tangible book value amount and per share after the offering. Additionally, explain your reason(s) for presenting both the pro forma net
tangible book value per share and the pro forma as adjusted net tangible book value per share, clarifying the meaning of the former,
currently presented as $0.02 per share, which appears to include the $10 million estimated offering proceeds however exclude the corresponding
offering shares.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 29 and
elsewhere of the Registration Statement to include the requested information.

Management’s
Discussion and Analysis, page 29 Liquidity and Capital Resources, page 33

11. We
                                            note that in your discussion of liquidity and capital resources as of December 31, 2023 you
                                            disclose that one of your primary needs for liquidity is to fund the development projects
                                            you expect to pursue following the completion of the business combination with Bridgelink,
                                            while your discussion of liquidity as of March 31, 2024 describes the need to fund the development
                                            and construct your planned BESS and solar projects that are part of the development project
                                            rights you acquired upon completion of the acquisition of Emergen. As you do not appear to
                                            have acquired Bridgelink, please revise your disclosure as appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 35 and
elsewhere of the Registration Statement to include the requested information.

12. Please
                                            expand your disclosures under this heading to discuss the capital requirements to complete
                                            all your BESS and Solar projects, to pay fees under the Project Management Services Agreement,
                                            including the BESS Initial Fee, Solar Energy Initial Fee, the aggregate of the various unit-based
                                            fees, and the nature of the $50 million financing commitment mentioned on page F-14.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the $50 million financing commitment referred to
on page F-14 was a preliminary, discussed term of the Project Management Services Agreement (“PMSA”) prior to its execution.
The Company negotiated this provision out of the PMSA and accordingly did not disclose it within the prospectus.

Bitech
Technologies Corp.

September 3, 2024

Page
6

Please
expand your disclosure to discuss the implications of the Project Sale Agreement that you have filed at Exhibit 10.28, indicating that
on May 30, 2024 you agreed to sell projects to a third party in exchange for $19.4 million, and explain how this reconciles with disclosures
identifying you or your subsidiaries as the company acquiring the projects.

Response:
The right to these projects were held by

July 30, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corp
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corp
Registration Statement on Form S-1
Filed July 3, 2024
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Disclosure elsewhere in your filing appears to indicate an intention to apply for the listing
of your common stock on Nasdaq. If so, please disclose on the cover page, and as
appropriate throughout the registration statement, if your offering is contingent on receipt
of certification to list on Nasdaq.
Table of Contents, page i
2.We note you disclose that the prospectus is “accurate only as of its date, regardless of its
time of delivery or the time of any sale of common stock and Pre-Funded warrants.”
Please remove the phrase “regardless of its time of delivery.” See Rule 159(a) under the
Securities Act. Also, we remind you that you have an obligation to update the prospectus
if there has been a material change in your operations, financial condition, etc.

July 30, 2024
Page 2
The Offering, page 6
3.We note your disclosure that the Pre-Funded Warrants will have an exercise price of
$0.0001 per share and will expire five years from the date of issuance.  However, we note
your disclosure on the Cover Page that the purchase price of the Pre-Funded Warrants is
equal to the price per common share being sold to the public in this offering, minus
$0.001.  Please clarify whether the purchase price and the exercise price of the Pre-
Funded Warrants as currently disclosed are accurate, and if not please revise as
appropriate.
Risk Factors, page 9
We note your disclosures of risk factors on pages 10-11, regarding various concerns that
are unclear as to the association with your company. For example, you refer to

•“The interruption of the flow of components and materials from international vendors
could disrupt our supply chain”

•“We purchase some of our components and materials outside of the United States
through arrangements with various vendors and have experienced delays”

•“Failure by our vendors or our component or raw material suppliers to use ethical
business practices and comply with applicable laws and regulations may adversely
affect our business”

•“We may not achieve the intended benefits of our recent acquisition of Emergen
Energy LLC, and the acquisition may disrupt our current plans or operations”

•“If we fail to manage our recent and future growth effectively, we may be unable to
execute our business plan, maintain high levels of customer service, or adequately
address competitive challenges”

•“We have experienced significant growth in recent periods. We intend to continue to
expand our business significantly within existing and new market segments”

•"We rely on third-party general contractors to install energy storage products at our
sites. We currently work with a limited number of general contractors”

Given that you have not reported operations that would correlate with these concerns,
please clarify each disclosure as to the nature of each concern. For example, identify the
nature of any actual arrangements with suppliers and contractors, or clarify if there are
none; and explain how you have experienced growth in recent periods, or clarify if this
has not occurred.

 4.

July 30, 2024
Page 3
Also explain to us how the concern over “integrating the business of Emergen” reconciles
with your description of the Emergen transaction elsewhere in the filing, e.g. pages 30 and
37, indicating you acquired only rights to develop projects, rather than a business.
Risks related to the Offering and Ownership of our Common Stock
Certain provisions of Delaware law and antitakeover provisions in our organizational documents
could delay or prevent a change of control, page 17
5.You refer in this section to "the consent rights of the Continuing Equity Owners in the
Stockholders Agreement as described in “Certain Relationships and Related Party
Transactions — Stockholders Agreement." However, we could not locate a discussion, in
your related party transactions section or elsewhere, regarding such agreement or such
continuing equity owners. Please revise or advise.
Risk Factors
If you purchase shares in this offering, you will suffer immediate dilution of your investment,
page 24
6.You disclose that based on an assumed initial public offering price of $2.25 per share,
investors in this offering will experience immediate dilution of $1.61 per share and that
purchasers in this offering will have contributed approximately 38.6% of the aggregate
price paid by all purchasers of your common stock but will own only 18.7% of common
stock outstanding after the offering.  Given that you have not disclosed the number of
shares to be issued or the price or price range for such shares, please explain how you
determined this information, and provide calculations supporting your response.
Use of Proceeds, page 25
7.Please expand your disclosures under this heading to identify any projects that will be
constructed with the offering proceeds, and to quantify the funds that will be required to
complete those projects and separately all other projects for which proceeds are not
expected to be utilized.

Please also quantify the amounts that will be required to satisfy the BESS Initial Fee and
the Solar Initial Fee under your Project Management Services Agreement, as well as the
aggregate of the incremental fees that are presently disclosed elsewhere in the filing on a
per unit basis.
Market for Common Equity and Price Range of Common Stock, page 26
8.Revise to state the range of high and low bid information for any subsequent interim
period for which you include financial statements. See Item 201 of Regulation S-K.
Capitalization, page 27
We note your disclosure that the number of shares of common stock to be outstanding
after this offering excludes various shares as described in the four bullet points that
follow.

With regard to the second bullet point, we note that the 222,222,000 shares of common
stock issued on April 24, 2024 in connection with the acquisition of Emergen LLC were 9.

July 30, 2024
Page 4
outstanding as of the date of the prospectus and should not be excluded.

With regard to the remaining three bullet points, explain your reasons for exclusions.
Exclusions of the shares described in the third and fourth bullet points appear inconsistent
with your disclosure in the second bullet point "On a pro forma basis...." at the top of the
Capitalization table.

Please revise your disclosures as appropriate.
Dilution, page 28
10.Please explain your reasons for exclusions of the various shares as described in the four
bullet points or revise as appropriate, similar to our comment raised in Capitalization
above.

Add tables showing calculations of how you determined the net tangible book value
amount and per share, and the pro forma (as adjusted) net tangible book value amount and
per share after the offering. Additionally, explain your reason(s) for presenting both the
pro forma net tangible book value per share and the pro forma as adjusted net tangible
book value per share, clarifying the meaning of the former, currently presented as $0.02
per share, which appears to include the $10 million estimated offering proceeds however
exclude the corresponding offering shares.
Management's Discussion and Analysis, page 29
Liquidity and Capital Resources, page 33
11.We note that in your discussion of liquidity and capital resources as of December 31,
2023 you disclose that one of your primary needs for liquidity is to fund the development
projects you expect to pursue following the completion of the business combination with
Bridgelink, while your discussion of liquidity as of March 31, 2024 describes the need to
fund the development and construct your planned BESS and solar projects that are part of
the development project rights you acquired upon completion of the acquisition of
Emergen.  As you do not appear to have acquired Bridgelink, please revise your
disclosure as appropriate.
12.Please expand your disclosures under this heading to discuss the capital requirements to
complete all your BESS and Solar projects, to pay fees under the Project Management
Services Agreement, including the BESS Initial Fee, Solar Energy Initial Fee, the
aggregate of the various unit-based fees, and the nature of the $50 million financing
commitment mentioned on page F-14.

Please expand your disclosure to discuss the implications of the Project Sale Agreement
that you have filed at Exhibit 10.28, indicating that on May 30, 2024 you agreed to sell
projects to a third party in exchange for $19.4 million, and explain how this reconciles
with disclosures identifying you or your subsidiaries as the company acquiring the
projects.

July 30, 2024
Page 5
Business, page 34
13.Given your various disclosures indicating that you completed the acquisition of Emergen
Energy LLC (Emergen) on April 24, 2024, please expand your disclosures to explain how
you have satisfied the requirement to obtain a $50 million financing commitment as
mentioned on page F-14.
14.We note that you have various disclosures reporting ownership and control over 23
projects that involve developing and operating battery energy storage systems (BESS)
having a capacity of 1.965 gigawatts, and solar energy systems having a capacity of 1.415
gigawatts.

Please expand your disclosures on pages 2 and 29 to more clearly summarize details of
the projects, including the scope and status of the projects. The details necessary to
support the summary information should be provided in the Business section that begins
on page 34; many of the pertinent details may be effectively organized and presented in a
tabular format.

For example, these should indicate specific project locations, how rights to the properties
upon which the projects will be constructed have been secured, size and capacity of the
facilities, estimated total costs, present status – as may include describing any engineering
work completed and yet to be completed, time to construct once construction has
commenced, any permits acquired to build and operate, any permits that must still be
acquired to build and operate, the extent and status of any financing that has been secured,
and if not secured, any tentative arrangements for financing the projects, and the nature of
any contractual arrangements with third parties to construct, and with customers to
acquire or lease the facilities.

In addition to the foregoing, please clarify how you intend to sequence the projects, and if
this has not yet been decided then identify the factors that will determine when the
facilities will be constructed, including any uncertainties as to whether the projects will be
completed. Also identify the project management service fees for each project.
15.Please revise to disclose all material government regulations applicable to your business,
including any environmental laws. In this regard we note your disclosure at page
41, stating that your business currently does not implicate any environmental
regulation, appears inconsistent with your risk factor disclosure regarding same. Refer
to Item 101(h) of Regulation S-K.
Core Business in Battery Energy Storage Systems (BESS), page 34
We note that you have various disclosures regarding certain aspects of your business
which appear suggestive of progress, experience, or certain business relationships as may
include disclosures on pages 3, 34 and 36, stating “Our primary BESS customers are key
players in the energy industry,” “Our extensive experience in BESS development puts us
in a favorable position to capitalize on the industry’s rapid growth,” “Our Power Desk
team can…optimize our operational activities,”; “Our breadth of legislative authority
relationships …enable us to effectively capture and utilize investment tax credits
(ITCs)…”.16.

July 30, 2024
Page 6

Please expand these and any similar disclosures elsewhere in the filing as necessary to
clarify the extent of any actual customers and suppliers, partnerships with Independent
system operators (ISOs), the scope and extent of prior development experience, to include
a description of any completed projects/facilities, how your power desk team has
optimized any specific operational activities, and the nature of your legislative authority
relationships and of the particular ITC arrangements that you have secured as a result of
those relationships.

Please ensure that your description of each matter is substantive and clear as to the extent
of progress, experience and business relationships.
Recent Developments, page 36
17.Please expand your disclosure concerning your April 24, 2024 acquisition of Emergen
Energy LLC to describe the assets and liabilities acquired and to explain how the purchase
price was determined and allocated to such assets and liabilities.

Also describe your accounting for the transaction, including clarification of whether it
was an asset or business acquisition, based on the definitions in FASB ASC 805-10-20. If
this was an asset acquisition rather than a business acquisition, revise disclosures
throughout your filing to clarify.
Project Management Services Agreement, page 37
18.Tell us how you have accounted for the BESS Initial Fee and the Solar Initial Fee upon
entering into the Project Management Services Agreement and if you have not recognized
the amounts payable as liabilities, explain your rationale, describe the circumstances
under which you expect to recognize the liabilities, and indicate when you expect those
circumstances to arise.

In addition to providing such disclosures, tell us the specific contractual provisions that
you have considered in your analyses, and the specific accounting standard and
paragraphs within that standard, that you have relied upon in formulating your accounting
policy.
Recent Developments, page 36
Project Management Services Agreement, page 37
Please expand your disclosures regarding the Project Management Services Agreement
(PMSA) with Energy Independent Partners LLC (EIP) as necessary to address the
following points.

•Identify the party that will determine which projects will be developed and when,
how financing arrangements will be pursued and accepted, and whether a project may
be sold instead of developed, and the criteria for establishing the sale price.

•Quantify the fees to be paid based on the watts of the development projects, in the
aggregate for the BESS and Solar projects.19.

July 30, 2024
Page 7

•Clarify whether the BESS Initial Fee and the Solar Initial Fee are due on the 24-
month anniversary of the Effective Date, as appears to be indicated on page 37,
regardless of whether any additional financing is obtained.

Please identify the specific contractual provisions in the exhibits that you have filed that
correspond to and support the disclosures that you provide to address the points above.
Management, page 41
20.We note that your executive officers appear to have management, advisory or directorship
positions with other companies and may allocate their time to other businesses. Please
include an appropriately captioned risk factor to discuss, if true, that certain executive
officers serve in their positions on a part-time basis and/or otherwise clarify the number of
hours they have agreed to dedicate to the business affairs of you

CORRESP
1
filename1.htm

BITECH
TECHNOLOGIES CORPORATION

600
Anton Boulevard, Suite 1100

Costa
Mesa, California 92626

October
17, 2022

CORRESPONDENCE
FILING VIA EDGAR

Mr.
Alan Campbell

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Bitech
    Technologies Corporation

    Registration
    Statement Filed on Form S-1/A (Amendment No. 2)

    (File
    No. 333-266887)

Dear
Mr. Campbell:

On
behalf of Bitech Technologies Corporation (the “Company”), in accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 10:00 A.M. Eastern Time on October 19, 2022, or as soon thereafter as is practicable.

The
Company acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

Please
contact our legal counsel, Craig D. Linder, Esq. of Anthony L.G., PLLC, at (561) 514-0936, if you have any questions concerning this
request.

    Sincerely,

    /s/
    Benjamin Tran

    Benjamin
    Tran

    Chief
    Executive Officer

    cc:
    Craig
    D. Linder, Esq./Anthony L.G., PLLC

CORRESP
1
filename1.htm

Bitech
Technologies Corporation

600
Anton Boulevard, Suite 1100

Costa
Mesa, CA 92626

October
5, 2022

United
States Securities and Exchange Commission

100
F Street, N.W.

Washington,
D.C. 20549

    Attention:

    Alan
    Campbell

    Joe
    McCann

    Nudrat
    Salik

    Terence
    O’Brien

    Re:

    Bitech
    Technologies Corporation (the “Company”)

    Registration
    Statement on Form S-1/A (Amendment No. 1)

    Filed
    September 26, 2022

    File
    No. 333-266887

Ladies
and Gentlemen:

The
Company is in receipt of the staff’s comment letter dated September 30, 2022 on the above-referenced filing. Following are the
Company’s responses to such comments. Contemporaneously, the Company has filed a Form 10/A (Amendment No. 2) (“Amendment
No. 2”) along with the filing of other reports as set forth below.

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

Note
6. Restatement of Previously Issued/Reported Financial Statements, page F-20

1.
We note your response to comment 4. Please address the following in an amendment to your Form 10-Q for the period ended March 31,
2022 and June 30, 2022:

● In
light of the restatement, please help us understand how you were able to determine your disclosure controls and procedures were
effective at March 31, 2022 and June 30, 2022. If you determine they were not effective, please revise your conclusions;

●
Please clearly label the appropriate columns as restated; and

●
Please provide the disclosures required by ASC 250-10-50-7 through 50-11 related to the correction of an error for all
periods restated.

RESPONSE:
The Company has filed Form 10-Q/A (Amendment No. 2) for the period ended March 31, 2022 to address the comments noted above. The Company
does not believe that an amendment to the Form 10-Q for the period ended June 30, 2022 is necessary as the error noted for the financial
statements for the period ended March 31, 2022 was corrected in Footnote No. 6 to that report and the comparative financial statements.
Furthermore, the disclosure in Amendment No. 2, Item 4, Controls and Procedures, reflects the completion of the revision of the
Company’s disclosure and control procedures and policies in remediation of the material weakness in disclosure controls.

United
States Securities and Exchange Commission

October
5, 2022

Page
2

Exhibits

2.
Please provide a currently dated consent from your independent registered accounting firm with the next amendment to your registration
statement. Refer to Item 601(b)(23) of Regulation S-K.

RESPONSE:
The Company has filed Form S-1 (Amendment No. 2) to address the comment noted above.

We
trust the foregoing and the Form 10-Q/A (Amendment No. 2) for the period ended March 31, 2022 and Amendment No. 2 to the Form S-1 are
fully responsive to the staff’s comments. Further, the Company acknowledges that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing:

    ●
    staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect
    to the filing; and

    ●
    the
    Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

    Sincerely,

    /s/
    Benjamin Tran

    Benjamin
    Tran, Chief Executive Officer

    cc:
    Laura
    Anthony, Esq.

United States securities and exchange commission logo
September 30, 2022
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corporation
600 Anton Boulevard, Suite 1100
Costa Mesa, CA 92626
Re:Bitech Technologies Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed September 26, 2022
File No. 333-266887
Dear Mr. Tran:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 1, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Note 6. Restatement of Previously Issued/Reported Financial Statements, page F-20
1.We note your response to comment 4.  Please address the following in an amendment
to your Form 10-Q for the period ended March 31, 2022 and June 30, 2022:
•In light of the restatement, please help us understand how you were able to determine
your disclosure controls and procedures were effective at March 31, 2022 and June
30, 2022.  If you determine they were not effective, please revise your conclusions;
•Please clearly label the appropriate columns as restated; and
•Please provide the disclosures required by ASC 250-10-50-7 through 50-11 related to
the correction of an error for all periods restated.

 FirstName LastNameBenjamin Tran
 Comapany NameBitech Technologies Corporation
 September 30, 2022 Page 2
 FirstName LastName
Benjamin Tran
Bitech Technologies Corporation
September 30, 2022
Page 2
Exhibits
2.Please provide a currently dated consent from your independent registered accounting
firm with the next amendment to your registration statement. Refer to Item 601(b)(23) of
Regulation S-K.
            You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

CORRESP
1
filename1.htm

Bitech
Technologies Corporation

600
Anton Boulevard, Suite 1100

Costa
Mesa, CA 92626

September
26, 2022

United
States Securities and Exchange Commission

100
F Street, N.W.

Washington,
D.C. 20549

    Attention:

    Alan
    Campbell

    Joe
    McCann

    Nudrat
    Salik

    Terence
    O’Brien

    Re:

    Bitech
    Technologies Corporation (the “Company”)

    Registration
    Statement on Form S-1

    Filed
    August 15, 2022

    File
    No. 333-266887

Ladies
and Gentlemen:

The
Company is in receipt of the staff’s comment letter dated September 1, 2022 on the above-referenced filing. Following are the Company’s
responses to such comments. Contemporaneously, the Company has filed a Form 10/A (Amendment No. 1) (“Amendment No. 1”) along
with the filing of other reports as set forth below.

Registration
Statement on Form S-1

Prospectus
Summary

Disposition
of Quad Video Assets, page 5

1. Please
                                            revise to disclose the price(s) paid by Peter Dalrymple for (i) the assets of Quad Video
                                            and (ii) the SPIN accounts receivable referenced on page 6.

RESPONSE:
The Company has provided additional disclosure in Amendment No. 1 beginning on page 5 addressing the above comment and made conforming
changes elsewhere within Amendment No. 1.

Financial
Statements, page F-1

2. In
                                            connection with the recapitalization and reverse acquisition on March 31, 2022, between Spinal
                                            Injury Solutions, Inc. and Bitech Mining Corporation, please help us understand why an Item
                                            4.01 8-K was not filed with the information required by Item 304 of Regulation S-K, including
                                            a letter from the former accountants. In a reverse merger transaction, a change in accountants
                                            occurs unless one accountant audited the financial statements of both parties to the merger.
                                            The accountant who is no longer associated with the continuing entity is considered the predecessor
                                            accountant. Since you accepted the resignation of Ham, Langston & Brezina, LLP on April
                                            29, 2022, it would appear BF Borgers CPA PC would be the former accountants after the March
                                            31, 2022, merger transaction.

RESPONSE:
The Company has filed an amendment to the Form 8-K (the “Amended 8-K”) originally filed on May 2, 2022 to revise the disclose
in Item 4.01 to reflect the dismissal of BF Borgers CPA PC.

3. Pursuant
                                            to Item 11(i) of Part I for Form S-1, please provide the information required by Item 304
                                            of Regulation S-K in the Form S-1. We remind you that this should address all changes in
                                            accountants that have taken place during the two most recent fiscal years or any subsequent
                                            interim period.

United
States Securities and Exchange Commission

September
26, 2022

Page
2

RESPONSE:
The Company has provided disclosure in Amendment No. 1 beginning on page 85 under the caption “Changes in Registrant’s
Certifying Accountant” addressing the above comment.

Note
6. Restatement of Previously Issued/Reported Financial Statements, page F-20

4. We
                                            note that the financial statements for the three months ended March 31, 2022 have been restated
                                            as management determined that the Company erroneously did not reflect the accounting perspective
                                            of Bitech Mining on March 31, 2022. Please file an Item 4.02 Form 8-K related to the non-reliance
                                            on previously issued financial statements and amend your Form 10-Q for the period ended March
                                            31, 2022.

Alternatively,
advise as to why you determined this was not necessary.

RESPONSE:
The Company has filed a Current Report on Form 8-K to disclose the information required under Item 4.02 of Form 8-K (the “Item
4.02 Form 8-K”) as it relates to the non-reliance on previously issued financial statements. Additionally, the Company has
filed an amendment to its Form 10-Q for the period ended March 31, 2022 (the “Amended 10-Q”) to include the corrected financial
statements for the period ended March 31, 2022 as disclosed in the Item 4.02 Form 8-K.

Exhibit
23.1 - Consent of Independent Registered Public Accounting Firm, page EX-23

5. BF
                                            Borgers CPA PC indicate that they did not do any work after the period ended December 31,
                                            2021 and did not review the quarterly financial information as another firm performed that
                                            work. Please confirm that BF Borgers CPA PC performed the procedures required by PCAOB AS
                                            4101. In this regard, it is unclear how BF Borgers CPA PC would be able to provide a currently
                                            dated consent without performing these procedures. Please advise and provide a revised consent
                                            to remove or clarify this wording.

RESPONSE:
BF Borgers CPA PC (“BF Borgers”) has confirmed with the Company that it performed the procedures required by PCAOB AS 4101.
The Company’s current independent registered public accounting firm, Fortune CPA Inc. that was appointed on April 29, 2022, reviewed
and approved for filing with the SEC the Company’s Form 10-Q for the period ended March 31, 2022 that was filed with the SEC on
May 6, 2022 and the Form 10-Q for the period ended June 30, 2022 that was filed with the SEC on August 5, 2022. Additional disclosure
has been added to BF Borger’s consent to clarify the scope of BF Borgers work.

We
trust the foregoing and the Amendment No. 1, the Amended 8-K, the Amended 10-Q and the Item 4.02 Form 8-K are fully
responsive to the staff’s comments. Further, the Company acknowledges that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing:

    ●
    staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect
    to the filing; and

    ●
    the
    Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

    Sincerely,

    /s/
    Benjamin Tran

    Benjamin
    Tran, Chief Executive Officer

    cc:
    Laura
    Anthony, Esq.

United States securities and exchange commission logo
September 1, 2022
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corporation
600 Anton Boulevard, Suite 1100
Costa Mesa, CA 92626
Re:Bitech Technologies Corporation
Registration Statement on Form S-1
Filed August 15, 2022
File No. 333-266887
Dear Mr. Tran:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Disposition of Quad Video Assets, page 5
1.Please revise to disclose the price(s) paid by Peter Dalrymple for (i) the assets of Quad
Video and (ii) the SPIN accounts receivable referenced on page 6.
Financial Statements, page F-1
2.In connection with the recapitalization and reverse acquisition on March 31, 2022,
between Spinal Injury Solutions, Inc. and Bitech Mining Corporation, please help us
understand why an Item 4.01 8-K was not filed with the information required by Item 304
of Regulation S-K, including a letter from the former accountants. In a reverse merger
transaction, a change in accountants occurs unless one accountant audited the financial

 FirstName LastNameBenjamin Tran
 Comapany NameBitech Technologies Corporation
 September 1, 2022 Page 2
 FirstName LastName
Benjamin Tran
Bitech Technologies Corporation
September 1, 2022
Page 2
statements of both parties to the merger. The accountant who is no longer associated with
the continuing entity is considered the predecessor accountant. Since you accepted the
resignation of Ham, Langston & Brezina, LLP on April 29, 2022, it would appear BF
Borgers CPA PC would be the former accountants after the March 31, 2022, merger
transaction.
3.Pursuant to Item 11(i) of Part I for Form S-1, please provide the information required by
Item 304 of Regulation S-K in the Form S-1.  We remind you that this should address all
changes in accountants that have taken place during the two most recent fiscal years or
any subsequent interim period.
Note 6. Restatement of Previously Issued/Reported Financial Statements, page F-20
4.We note that the financial statements for the three months ended March 31, 2022 have
been restated as management determined that the Company erroneously did not reflect the
accounting perspective of Bitech Mining on March 31, 2022.  Please file
an Item 4.02 Form 8-K related to the non-reliance on previously issued financial
statements and amend your Form 10-Q for the period ended March 31, 2022.
Alternatively, advise as to why you determined this was not necessary.
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm, page EX-23
5.BF Borgers CPA PC indicate that they did not do any work after the period
ended December 31, 2021 and did not review the quarterly financial information as
another firm performed that work.  Please confirm that BF Borgers CPA PC performed
the procedures required by PCAOB AS 4101.  In this regard, it is unclear how BF Borgers
CPA PC would be able to provide a currently dated consent without performing these
procedures.  Please advise and provide a revised consent to remove or clarify this
wording.

 FirstName LastNameBenjamin Tran
 Comapany NameBitech Technologies Corporation
 September 1, 2022 Page 3
 FirstName LastName
Benjamin Tran
Bitech Technologies Corporation
September 1, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

February 15, 2011
 William F. Donovan, M.D. Chief Executive Officer Spine Pain Management, Inc. 5225 Katy Freeway
Suite 600
Houston, Texas 77007
Re: Spine Pain Management, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010 Form 10-Q for the Quarterly Period ended June 30, 2010 Filed August 16, 2010 File No. 000-27407

Dear Dr. Donovan:
 We have completed our review of your filings and have no further comments at this time.
          S i n c e r e l y ,             J o e l  P a r k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    5225
Katy Freeway, Suite 600

    Houston,
Texas  77007

    January
27, 2011

    Jim B.
Rosenberg

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F.
Street NE

    Washington,
D.C. 20549

    Telephone
Number: (202) 551-3679

              Re:

              Spine
      Pain Management, Inc.

    Form
10-K for the Fiscal Year Ended December 31, 2009

    Filed
March 31, 2010

    Form
10-Q for the Quarterly Period Ended June 30, 2010

    Filed
August 16, 2010

    File
No. 000-27407

    Dear Mr.
Rosenberg,

    On behalf
of Spine Pain Management, Inc. (the “Company,” “we” and “us”), set forth below
are the Company’s responses to the comments of the Staff of the Securities and
Exchange Commission (the “Staff”) to the Company’s Form 10-K for fiscal year
ended December 31, 2009, filed March 31, 2010, and the Company’s Form 10-Q for
the quarterly period ended June 30, 2010, filed August 16, 2010.  The
Staff’s original comments were contained in the letter to the Company dated
September 21, 2010.  The Company responded on September 29,
2010.  The Staff sent a follow-up letter to the Company on November
24, 2010, which letter the Company responded to on December 8,
2010.  The responses below relate specifically to the Staff’s second
follow-up letter to the Company dated January 21, 2011.

    Form 10-K for Fiscal Year
Ended December 31, 2009

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

    Critical Accounting
Policies

        Page 1 of 2

    Revenue Recognition, page
20

    1.      In
response to the Staff’s Comment 1 (referencing the Staff’s Comment 3 from its
November 24, 2010 letter), we will revise the presentation of our statements of
operations to omit “revenue” (i.e. gross revenue) and only include “net
revenue.”  In connection with this revision to our presentation, we
will include a discussion in our notes to the financial statements and/or our
MD&A that explains our allowance for estimated discounts.  We will
make this revision to our presentation in our Form 10-K for the year ended
December 31, 2010 and in all subsequent filings.

    In
responding to the Staff’s comments, the Company acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    If you
should need clarification or any additional information in connection with your
inquiries, please contact me.  Thank you for your help in this
matter.

            Very
      truly yours,

              /s/
      William F. Donovan, M.D.

              William F. Donovan, M.D.,

              President

        Page 2 of 2

January 21, 2011
 William F. Donovan, M.D. Chief Executive Officer Spine Pain Management, Inc. 5225 Katy Freeway
Suite 600
Houston, Texas 77007
Re: Spine Pain Management, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010 Form 10-Q for the Quarterly Period ended June 30, 2010 Filed August 16, 2010 File No. 000-27407

Dear Dr. Donovan:
 We have reviewed your December 8, 2010 resp onse to our November 24, 2010 letter and
have the following comment.  In our comment, we  ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not believe the comment  applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that keys  your responses to our comments.
 After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.               Form 10-K for the Fiscal Year Ended December 31, 2009

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Critical Accounting Policies
 Revenue Recognition, page 20

1. Refer to Comment three.  It remains unc lear why gross revenue presentation is
appropriate as the amount billed does not  represent the amount you expect to be

William F. Donovan, M.D.
Spine Pain Management, Inc.
 January 21, 2011  Page 2

collected.  Please revise your presentati on to only present net revenue, which was
$540,505 in 2009, or tell us why the current presen tation is appropriate.    This does not
prohibit you from providing a discussion of your  contractual allowanc e in your notes to
the financial statements and/or in MD&A.

Please contact James Peklenk, Staff Account ant, at (202) 551-3661 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding the comments.
In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

    5225
Katy Freeway, Suite 600

    Houston,
Texas  77007

    December
8, 2010

    Jim B.
Rosenberg

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F.
Street NE

    Washington,
D.C. 20549

    Telephone
Number: (202) 551-3679

              Re:

              Spine
      Pain Management, Inc.

    Form
10-K for the Fiscal Year Ended December 31, 2009

    Filed
March 31, 2010

    Form
10-Q for the Quarterly Period Ended June 30, 2010

    Filed
August 16, 2010

    File
No. 000-27407

    Dear Mr.
Rosenberg,

    On behalf
of Spine Pain Management, Inc. (the “Company,” “we” and “us”), set forth below
are the Company’s responses to the comments of the Staff of the Securities and
Exchange Commission (the “Staff”) to the Company’s Form 10-K for fiscal year
ended December 31, 2009, filed March 31, 2010, and the Company’s Form 10-Q for
the quarterly period ended June 30, 2010, filed August 16, 2010.  The
Staff’s original comments were contained in the letter to the Company dated
September 21, 2010.  The Company responded on September 29,
2010.  The responses below relate specifically to the Staff’s
follow-up letter to the Company dated November 24, 2010.

    Form 10-K for Fiscal Year
Ended December 31, 2009

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

    Critical Accounting
Policies

        Page 1 of
4

Revenue Recognition, page
20

    1.      In
response to the Staff’s comment 1, at the time we bill the patient, the
following conditions indicate that 1) persuasive evidence of an arrangement
exists between all the parties and 2) collectability is reasonably
assured:

              ·

              The
      patient has completed and signed medical and financial
      paperwork.  The paperwork includes an acknowledgement of the
      patient’s responsibility of payment for the services
      provided.  Additionally, the patient is typically a plaintiff in
      an accident lawsuit, and the paperwork includes an assignment of benefits
      derived from any settlement or judgment of the patient’s
    case.

              ·

              The
      patient's attorney has issued us a Letter of Protection that guarantees
      payment for the medical services provided to the patient from proceeds of
      any settlement or judgment in the accident case. This Letter of Protection
      essentially precludes any case settlement without providing for payment of
      the patient’s medical bill.

              ·

              Typically,
      an attorney has previously referred the patient to a doctor who performed
      the initial treatment.  Subsequently, the doctor will have
      referred the patient to us.  We only accept patients if the
      initial referral is from a reputable plaintiff's attorney with adequate
      experience in personal injury lawsuits.  Before referring a
      patient to a doctor, the attorney will have evaluated the patient’s
      accident case, including the conditions that gave rise to the patient's
      injuries and the extent and quality of general liability insurance held by
      the defendant.  The attorney will also have determined that a
      settlement favorable to the patient/plaintiff is
      probable.  Accordingly, based on the attorney’s referral, we
      have a reasonable expectation that the patient’s bill will be
      paid.

    2.      In
response to the Staff’s comment 2, the 45% average discount applied to all cases
is an estimate developed by management based on the historical collection
experience of Northshore Orthopedics Assoc. (“NSO”), one of the independent
contractors that we engage to provide medical services.  NSO, which is
owned by William Donovan, M.D., our Chief Executive Officer, has more than 20
years of experience in treating patients involved in spine injury
cases.  Our average discount estimate is continually reviewed and will
be adjusted based on our operations.

    The
discount factor we have applied is supported by our collection experience to
date. Through November 30, 2010, we have collected $382,736 on resolved cases
that arose in 2009, for which $771,803 was originally billed, representing a 50%
collection rate. Through November 30, 2010, we have collected $795,114 on all
resolved cases that have arose to date, for which $1,615,604 was originally
billed, representing a 49% collection rate.  We anticipate our overall
collection rate will increase to approximately 55% upon resolution of the cases
underlying our remaining outstanding receivables.  Cases are resolved
upon settlement or final judgment of the accident lawsuit.

        Page 2 of
4

    The
$32,006 of collections cited in the Staff's comment represents collections we
received on amounts billed from August 2009 (the month we opened our first
clinic) to December 2009.  At December 31, 2009, all of our
receivables were between nine and 128 days old.  As previously
disclosed in our filings, our collection is averaging over 220
days.  Accordingly, as of December 31, 2009, we had only collected a
small percentage of amounts billed up to that date.

    3.      In
response to the Staff’s comment 3, gross revenue represents the amounts we
billed patients based on the CPT (Current Procedural Terminology) code for the
medical procedure performed.  CPT codes are numbers assigned to every
task and service a medical practitioner may provide to a patient including
medical, surgical and diagnostic services.  CPT codes are developed,
maintained and copyrighted by the American Medical Association.  Since
medical practitioners use the same codes to mean the same things, they ensure
uniformity.  We bill patients the normal billing amount, based on
national averages, for that particular CPT code.

    We
believe presenting gross revenue with an offset for estimated discounts is the
most meaningful and transparent manner to present our operations.  It
provides the reader with an understanding of the amount that we billed the
patient (based on CPT codes), which is the amount that we hope to ultimately
collect.  If our statements of operations presented net revenue
without gross revenue, the reader would not have proper context to determine how
net revenues were determined and would have to take an added analytical step to
determine the amount of the estimated discount allowance.  Presenting
gross revenue along with the estimated discount allowance also gives the reader
a better understanding of our business model by providing information for the
reader to understand improvements or deterioration in our case resolution
experience moving forward.

    Please
note that in Exhibit 2 attached to our response letter dated September 29, 2010,
we used the terms “gross revenue” and “net revenue.”  In our Form 10-Q
for the period ended September 30, 2010, we used the terms “revenue” and “net
revenue” in our statements of operations.  “Gross revenue” and
“revenue” describe the same concept in both places.

    In
responding to the Staff’s comments, the Company acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

        Page 3 of
4

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    If you
should need clarification or any additional information in connection with your
inquiries, please contact me.  Thank you for your help in this
matter.

              Very
      truly yours,

              /s/
      William F. Donovan, M.D.

              William
      F. Donovan, M.D.,

              President

        Page 4 of
4

November 24, 2010

William F. Donovan, M.D. Chief Executive Officer Spine Pain Management, Inc. 5225 Katy Freeway
Suite 600
Houston, Texas 77007
Re: Spine Pain Management, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010 Form 10-Q for the Quarterly Period ended June 30, 2010 Filed August 16, 2010 File No. 000-27407
 Dear Dr. Donovan:
 We have reviewed your September 29, 2010 response to our September 21, 2010 letter
and have the following comments.  In our comment s, we ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that keys  your responses to our comments.
 After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.               Form 10-K for the Fiscal Year Ended December 31, 2009

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies
 Revenue Recognition, page 20

1. Refer to your response to Comment One.  You state that typically the defendant in the
accident case pays the patient’s bill upon sett lement or final judgment of the accident

William F. Donovan, M.D.
Spine Pain Management, Inc.
 November 24, 2010  Page 2

case.  In order to recognize re venue, please tell us how you c oncluded that 1) persuasive
evidence of an arrangement existed between al l of the parties and 2) collectability was
reasonably assured.
2. Further, you have currently estimated the av erage discount on all cu rrent cases will be
45% based on historical case resolution expe rience.  In addition you appear to have
collected only $32,006 of receivables in the Company’s entire history.  Please tell us what historical case resoluti on supported your 45% discount.

3. Refer to your proposed statement of operations  presentation presented in Exhibit 2 of
your response.  Please tell us what gross re venue represents and why presenting it is
meaningful to understanding your results of operations.  Otherwise, please revise your presentation to only present ne t revenue, which was $540,505 in 2009.

Please contact James Peklenk, Staff Account ant, at (202) 551-3661 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding the comments.
In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    5225
Katy Freeway, Suite 600

    Houston,
Texas  77007

    September
29, 2010

    Jim B.
Rosenberg

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F.
Street NE

    Washington,
D.C. 20549

    Telephone
Number: (202) 551-3679

              Re:

              Spine
      Pain Management, Inc.

    Form
10-K for the Fiscal Year Ended December 31, 2009

    Filed
March 31, 2010

    Form
10-Q for the Quarterly Period Ended June 30, 2010

    Filed
August 16, 2010

    File
No. 000-27407

    Dear Mr.
Rosenberg,

    On behalf
of Spine Pain Management, Inc. (the “Company,” “we” and “us”), set forth below
are the Company’s responses to the comments of the Staff of the Securities and
Exchange Commission (the “Staff”) to the Company’s Form 10-K for fiscal year
ended December 31, 2009, filed March 31, 2010, and the Company’s Form 10-Q for
the quarterly period ended June 30, 2010, filed August 16, 2010, which comments
were contained in the Staff’s letter to the Company dated September 21,
2010.

    Form 10-K for Fiscal Year
Ended December 31, 2009

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

    Critical Accounting
Policies

    Revenue Recognition, page
20

    1.      In
response to the Staff’s comment 1, bullet 1, the Company engages an independent
contractor to perform medical services for patients.  The Company then
pays the independent contractor a fixed fee for the
services.  Subsequently, the Company bills the patient for the medical
services provided by the independent contractor.  In most instances,
the patient is a plaintiff in an accident case, where the patient is represented
by an attorney.  Typically, the defendant (and/or the insurance
company of the defendant) in the accident case pays the patient’s bill, upon
settlement or final judgment of the accident case.  The payment to the
Company is made through the attorney of the patient.  In certain
instances, the Company may bill the patient’s health insurance company if the
patient has adequate health insurance coverage.

    In
response to the Staff’s comment 1, bullet 2, the clinic facilities where the
Company’s spine injury treatment centers operate are owned or leased by the
Company’s independent contractor or a third party.  The Company has no
ownership interest in these clinic facilities, nor does the Company have any
responsibilities towards building or operating the clinic
facilities.  Each of the Company’s independent contractors performs
services for the Company (in the form of providing medical treatment for
patients) pursuant to a medical services agreement.

    In
response to the Staff’s comment 1, bullet 3, the gross revenue for the year
ended December 31, 2009 was $982,736 based on established rates that the Company
hopes to ultimately collect. The $442,231 is actually an allowance for estimated
discounts that the Company may ultimately provide patients in connection with
the resolution of their cases with defendants. The Company has currently
estimated the average discount on all current cases will be 45% based on
historical case resolution experience, which is reviewed on a continual basis.
Collections during the year ended December 31, 2009 were $32,006 and were in
line with management’s estimate of collections during the period based on the
fact that cases are expected to take up to one year to be resolved. Exhibit 1 to
this response is an analysis of accounts receivable at December 31, 2009, with
activity for the year then ended, in the format requested by the
Staff.

    In
response to the Staff’s comment 1, bullet 4, the bad debt expense reflected in
the 2010 first and second quarter filings is also actually an allowance for
estimated discounts that has remained relatively consistent, as a percentage of
gross revenue at established rates, to discounts recognized for the year ended
December 31, 2009. Exhibit 2 to this response is our proposed statement of
operations presentation for future filings that the Company believes more
appropriately reflects the revenue recognition criteria for our business based
on ASC 954-605-25-3 and ASC 954-605-25-4. The Company expects that discounts
will remain at the current level unless adjustments are indicated by future case
resolution experience.

        2

    In
response to the Staff’s comment 1, bullet 5, the Company expects that actual bad
debts will be rare as, typically, the parties ultimately responsible for payment
are established insurance companies. Substantially all patients that are treated
are represented by an attorney that is pursuing a general liability case against
a defendant represented by an insurance company. The success of the resolution
of these cases is considered in the historical experience on which the Company’s
allowance for discounts is calculated. The Company monitors each receivable
through discussions with the patient’s attorneys.

    We will
revise our disclosure throughout to reflect the additional information described
above.  The Company will make the revisions in the Company’s Form 10-Q
for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.

    Item 8.  Financial
Statements

    Balance Sheets, page
23

    2.      In
response to the Staff’s comment 2, we will revise the disclosure on our Balance
Sheets to better reflect, on the face of the statement, the amount of estimated
discounts netted against accounts receivable for each period
presented.  The Company will make the revisions in the Company’s Form
10-Q for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.

    Statement of Operations,
page 24

    3.      In
response to the Staff’s comment 3, we will revise the face of our Statement of
Operations to disclose any revenues and cost of sales that are from a Related
Party.  The Company will make the revisions in the Company’s Form 10-Q
for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.

    Notes to the Financial
Statements

    Note 3.  Summary
of Significant Accounting Policies

    Revenue Recognition, page
29

    4.      In
response to the Staff’s comment 4, based on the fact that the Company’s accounts
receivable are recorded net of estimated discounts and do not include a true
allowance for doubtful accounts, we have not prepared a Valuation and Qualifying
Accounts Schedule under Rule 12-09 of Regulation S-X.

    Note 9.  Related
Party Transactions

    Medical Services Agreement,
page 35

        3

    5.      In
response to the Staff’s comment 5, pursuant to the independent contractor
medical services agreement between the Company and Northshore Orthopedics Assoc.
(“NSO”), NSO provides to the Company medical diagnostic services for the
evaluation and treatment of patients with spine injuries.  NSO charges
the Company a fixed per-patient fee as compensation for these services, pursuant
to the agreement.  The Company does not directly pay Dr. Donovan (in
his individual capacity) any fees in connection with NSO’s
services.  Dr. Donovan is, however, the sole owner of
NSO.  Accordingly, on December 28, 2009, the Company issued 500,000
restricted shares of common stock to Dr. Donovan for the conversion of $349,400
of outstanding debt owed by the Company to NSO.  The Company currently
shares office space with NSO, which office space is provided to the Company at
no cost by NSO.  NSO is the sole operator of the clinic that treats
the patients.  NSO’s business relationship with the Company is that of
an independent contractor.  Accordingly, the Company does not have any
commitments or obligations to pay for any of the clinic’s costs, such as rent,
utilities, etc.

    We will
revise our disclosure throughout to better reflect the information described
above.  The Company will make the revisions in the Company’s Form 10-Q
for the quarter ended September 30, 2010 and in all subsequent filings,
including its Form 10-K for the year ended December 31, 2010.

    Form 10-Q for the Quarterly
Period Ended June 30, 2010

    Exhibits 31.1 and
31.2

    6.      In
response to the Staff’s comment 6, we will revise this language in the
certifications for the Company’s Form 10-Q for the period ended September 30,
2010 and in all subsequent filings.

    In
responding to the Staff’s comments, the Company acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

        4

    If you
should need clarification or any additional information in connection with your
inquiries, please contact me.  Thank you for your help in this
matter.

              Very
      truly yours,

              /s/
      William F. Donovan, M.D.

              William
      F. Donovan, M.D.,

              President

        5

      EXHIBIT
1

              SPINE
      PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")

              Analysis
      of Accounts Receivable

              December
      31, 2009

              Gross

              Allowance

              Balance
      Due

              Days

              Amount

              for

              Net

              Amount

              Specific

              at

              Outstanding

              Billed

              Discounts

              Revenue

              Collected

              Bad-
      Debts

              Dec
      31, 2009

              Payor
      Classification

              1 -
      30

            $
            306,190

            $
            (137,785
            )

            $
            168,405

            $
            -

            $
            -

            $
            168,405

              Liability
      Insurance

              31 -
      60

            293,787

            (132,204
            )

            161,583

            (9,010
            )

            -

            152,573

              Liability
      Insurance

            61 -
      90

            153,508

            (69,079
            )

            84,429

            (5,262
            )

            -

            79,167

              Liability
      Insurance

              >
      90

            229,251

            (103,163
            )

            126,088

            (17,734
            )

            -

            108,354

              Liability
      Insurance

              Total

            $
            982,736

            $
            (442,231
            )

            $
            540,505

            $
            (32,005
            )

            $
            -

            $
            508,499

        6

      EXHIBIT
2

              SPINE
      PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")

              STATEMENTS
      OF OPERATIONS

              For
      the Years Ended December 31, 2009 and 2008

              2009

              2008

              Gross
      Revenue

            $
            982,736

            $
            -

              Less
      allowance for discounts

            442,231

            -

               Net
      revenue

            540,505

            -

              Cost
      of services - related party

            349,400

               Gross
      profit

            191,105

            -

              Operating
      and general expenses

               General
      and administrative expenses

            538,643

            320,000

               Asset
      impairment loss

            230,697

            -

               Stock
      based compensation

            519,000

            147,000

               Total
      operating expenses

            1,288,340

            467,000

               Loss
      from operations

            (1,097,235
            )

            (467,000
            )

              Other
      income

            376,709

            293,715

               Net
      loss

            $
            (720,526
            )

            $
            (173,285
            )

              Net
      loss per common share - basic and diluted

            $
            (0.05
            )

            $
            (0.02
            )

              Weighted
      average diluted shares outstanding

               basic
      and diluted

            15,849,463

            10,112,313

              The
      accompanying notes are an integral part of the financial
      statements

        7

September 21, 2010

William F. Donovan, M.D. Chief Executive Officer Spine Pain Management, Inc. 5225 Katy Freeway
Suite 600
Houston, Texas 77007
Re: Spine Pain Management, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 31, 2010 Form 10-Q for the Quarterly Period ended June 30, 2010 Filed August 16, 2010 File No. 000-27407
 Dear Dr. Donovan:
 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other por tions of your documents.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that keys  your responses to our comments.
 After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.               Form 10-K for the Fiscal Year Ended December 31, 2009

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies
 Revenue Recognition, page 20

1. Your disclosure here includes such statemen ts as “The Company’s new business concept
is focused on the development  of spine testing centers needed by spine surgeons,

William F. Donovan, M.D.
Spine Pain Management, Inc.
 September 21, 2010
 Page 2

orthopedic surgeons and other healthcare provi ders in order to provide the appropriate
treatment for musculo-skeletal spine injuries.”  and “The Company began treating
patients in August 2009 at the Company’s first spine testing center facility” and “Payment for services are primarily made to  the Company by a third party and the credit
policy includes terms of net 180 days for collections.”

Further, on page 4, you state “Our go al is to become a leader in providing care
management services  to spine and orthopedic surgeons and other healthcare providers to
facilitate proper treatment of their injured clients.  By pre-funding diagno stic testing and
non-invasive and surgical care,  patients are not u nnecessarily delayed or prevented from
obtaining needed treatment.  By providing ea rly treatment, the Company believes that
health conditions can be prevented from es calating and injured vi ctims can be quickly
placed on the road to recovery.  The Comp any believes its patient advocacy will be
rewarding to patients who obtain needed relief from painful conditions, and moreover, provides spine surgeons and orthopedic surgeons a solution to offset the cost of care prior
to settlement .”

And on page 5, you state:
“The Company plans to a ddress this market by:
• Initiate a two–year roll-out of our spin al medical services available to spine
surgeons, orthopedic surgeons, and other healthcare providers.
• Employ contract management services at  regional, state and local levels
• Identify and target key spinal healthcare providers who handle large numbers of
accident-type cases.”  ; and

 “We believe that our care management program improves the medical outcomes
for injured victims by providing medically  necessary, appropri ate and reasonable
treatment of injuries and facilitates the settlement of the injured victim's case  by
completing required medical treatment and providing clear and consistent medical
records.”

We have the following comments related to this disclosure and your business operations:
• Please revise your disclosure throughout the filings to clarify and specifically
identify your sources of revenue and how  this revenue will be collected.  It
appears you may be billing the patient for the services provided by the clinics and collecting from a third party.  If so, identify the third pa rty payors (Health
insurance companies, Law firms, Medicare and Medicaid, Workman’s
compensation claims, patient pay etc.).
• Discuss the nature of your business relations hip, if any, with the clinic facility and
identify any costs of building and operating the clinic that you are responsible for.
State whether you have any ownership in  or commitments to the clinics.
• For the year ended December 31, 2009, your revenue was $982,736, of which it
appears $442,231 has been reserved as uncollectible (a 45% write-off) and
$508,499 remains unpaid.  That implies that  you collected on ly approximately
$32,000 in cash on this revenue.  Please revise to provide, in a comparative

William F. Donovan, M.D.
Spine Pain Management, Inc.
 September 21, 2010
 Page 3

tabular format, the payor mix concentr ations and relate d aging of accounts
receivable. The aging schedule may be based on management’s own reporting criteria (i.e. unbilled, less than 30 days, 30 to 60 days etc.) or some other reasonable presentation. At a minimum, th e disclosure should indicate the past
due amounts and a breakdown by payor clas sification (i.e. Me dicare, Medicaid,
Managed care, Workers’ Comp. Insurance, Law firms and other, and Self-pay). We would expect Self-pay to be separate ly classified from any other grouping.
Include whether or not your billing syst em has the capacity to provide an aging
schedule of your receivables, and if not, clarify how this affects your ability to
estimate your allowance for bad debts.
• Your bad debt expense, as a percent of revenue, remained at 46%-47% for the first and second quarters of 2010.  Revise  your disclosure to explain the high
percentage write-off and clarify whether a ny of these charges are revenue dilution
items such as contractual allowances.  If s o, cite the authoritative literature used to
record these revenue dilution items as bad debt expense rather than as a reduction in gross revenue. Clarify if this high percen tage write off is expected to continue
in future years and will effect all clinics added.
• State the steps you take in collecting acc ounts receivable including existence of
internal billing and collection systems and/ or use of external resources.  Disclose
your policy with respect to determining wh en a receivable is recorded as a bad
debt and when a write off is recorded.  Clarify the threshold (amount and age) for
account balance write-offs.
 Item 8.  Financial Statements

 Balance Sheets, page 23

2. Please revise to disclose, on the face of th e statement, the amount of your reserve for
doubtful accounts netted against accounts rece ivable for each period presented.

Statement of Operations, page 24

3. Disclose on the face of the Statement of Opera tions any revenue and cost of sales that are
from a Related Party.
 Notes To The Financial Statements

 Note 3.  Summary of Significant Accounting Policies

Revenue Recognition, page 29

4. Please provide a Valuation and Qualifying Accounts schedule, see Rule 12-09 of
Regulation S-X.

William F. Donovan, M.D.
Spine Pain Management, Inc.
 September 21, 2010  Page 4

Note 9.  Related Party Transactions

Medical Services Agreement, page 35

5. You disclose that your total Cost of sales in  the Statement of Operations consists of
expenses charged by NSO for services perf ormed.  Please quantify and describe the
nature of these costs (including amounts paid  to Dr. Donovan for me dical services) and
SPMI’s business relationship and commitments with the clinic (including obligations, if any, for costs such as rent, utilities etc. in  addition to fees for medical services).
 Form 10-Q for the Quarterly Period Ended June 30, 2010

 Exhibits 31.1 and 31.2

6. Please revise these certifications to include  the revised introduc tory language of
paragraph 4 similar to that us ed in your Exhibits 31.1 and 31.2 filed with your Form 10-K
for 2009.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact James Peklenk, Staff Account ant, at (202) 551-3661 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding the comments.
In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,
   Jim B. Rosenberg Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

October 25, 2006

VIA U.S. MAIL AND FAX  (604) 921-7709
Mr. Rene Hamouth
Chief Executive Officer
Managapets, Inc.
2608 Finch Hill,
Vancouver, Canada  V7S 3HI

Re: Mangapets Inc.
Form 8-K , Section 4.01
Filed October 24, 2006
File No.  0-27407

Dear Mr. Hamouth:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.

Item 4.01

1. Please amend your filing to state, if true, that there were no disagreements with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountant’s satisfaction, would have caused it to make reference to the subject matter of the disagreements (s) in connection with its report.  Refer to Item 304(a)(1)(iv)(A) of Regulation S-B.

 Please file an amended Form 8-K as appropriate and respond to these comments within
five business days or tell us when you will respond.   Please request your former accountant to

Mr. Rene Hamouth
Mangapets Inc.
October 25, 2006 Page 2
furnish a revised letter addressed to the Commission stating whether it agrees with the statements in the amended Form 8-K and file the letter under Exhibit 16.1.  Please understand that we may have additional comments after reviewing your filing and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.

If you have any questions, please call Kathryn Jacobson at (202) 551-3365.

        S i n c e r e l y ,

          /s/ Kyle Moffatt
        Accountant Branch Chief