Bitech Technologies Corp (BTTC)

[tchauncy]

SPIN Proxy sets up Company for what should be a very favorable merger for all shareholders.

Last Friday I got a call from the SPIN CFO, asking me if I could help in rounding up Proxy Votes for the upcoming Annual Meeting Tuesday the 19th. I told him that I would, but that I also was not going to be voting for, or recommending anyone to vote for Item 5, the blank check authorization to allow the BOD to do a Reverse Split without further permission from Shareholders. I told him I was 100% behind approval of the increase in Authorized shares to 250M from the current 50M and also approve of the creation of an Omnibus Preferred.

With only 50 Million Authorized and 21 million total outstanding, The increase in authorized would be, Mandatory to do a Merger Reverse Takeover, and the preferred could provide some interesting options and maybe even a way to take advantage of the $.50 a share in NOL Carry Forward SPIN has as of Q3. . But I saw no reason whatsoever for even a discussion at this time for any Reverse Split.

I then asked him who came up with the stupid idea of pre-authorizing a Reverse Split when there were only 21 million total shares outstanding and was told the Company recently retained a Law firm that specialized in doing the legal work on microcap Mergers. My guess is the lawyer was just trying to find a way to add a few billing dollars because there is no logical reason to ask for a reverse split at the same times an increase in the authorized. My guess it will still pass, but I am not the least bit concerned it needs to be exercised prior to any merger. However, as a matter of personal principle, I am going to vote against #5 and “For” all the rest.

Personally, as one of the top five shareholders, I can assure you all that none of the larger holders (Which mainly included the whole BOD) have any interest in doing any deal that doesn't have at least a very good shot, though no guarantees, in reaching values above a dollar. Is the stock at its current market cap of around $700,000 currently a good buy? Well, let's look at what it has to offer over most other shell Companies.

1. SPIN is NOT a Shell. As you can see from the last quarterly report, it does have some ongoing revenues and assets. The Quad Video Halo (QVH) alone in the hands of a Company that finances Spine Injury cases should be worth tens, if not hundreds of millions of dollars over time. In the 5 years, the QVH was used at SPIN, it was used on some 3,000+ cases generating some $10 million in cash, almost all from one Affiliate, Dr. Donovan. SPIN has numerous testimonials from PI Attorneys praising how it has increased settlements. They spent some $2 Million in QVH R&D and even though SPIN stopped doing new cases more than two years ago, a few of the units have been leased to a clinic In Louisiana so the technology is still active.




https://www.sec.gov/Archives/edgar/data/1066764/000118518520001752/spineinj20201215_def14a.htm

https://www.sec.gov/Archives/edgar/data/1066764/000118518520001752/spineinj20201215_def14a.htm

2. SPIN has kept up its SEC Registration for a dozen years now, and never even been late, this adds a lot of value to the Company as a Merger Candidate. IMO, the comparative market value of SPIN, if only as a Merger vehicle, has increased considerably due to all the Hot SPAC Reverse Merger deals that are now happening. About the only Difference between SPIN today and a SPAC is that the SPAC likely has a slug of cash. But cash can get expensive dilution wise to any number of profitable private companies. So, Not all Companies that might want to become publically traded need to raise cash. Particularly some 30+ potential targets in the Medical PI Funding market easily found on Google by searching for "Personal Injury Case Medical Financing" Amazingly, not one of the ones that I have pulled up is public.

Why none public? Two reasons. One, they all make money by borrowing cheap and either lending cash, or buying "paper" from Docs or Patients at a huge discount, then wait for settlement. IMO, Right now the reason there are so many companies in the industry is it is easy for anyone with the right contacts to be able to borrow money at 3 or 4% and turn it into 100%+ returns mostly within a year. However, while raising equity cash would not be a priority for this group, it is still very possible that a Company might want to be public for several other reasons to include;1) ability to give Executives and employees stock options,2) Principal's own Estate Planning (with the new Administration, Death tax likely to again become an issue), 3) value the company in the public sector making it even easier to borrow cheap money. and also. 4) be able to buy other companies for stock. (This industry needs to be consolidated)

3. The Company is making it very clear they are actively seeking a Merger Partner: --If you search the Q3 10Q for the word “Merger”, you will find four instances such as;. “We are actively pursuing a merger with a private company where they become the controlling company. We find this to be the best course of action for our stockholders." And if you search the Proxy, you will find it SEVEN TIMES! I think this makes it quite clear what Management intentions are.

4. If Management was not interested in resurrecting SPIN value to shareholders, why would they have spent well over a million dollars in Filing and overhead like this proxy in the two-plus years since they stopped doing new procedures?

5. Here is the BOD stock positions and approximate Cost Basis. Dr. D is in at an average price of around $.60/sh for his 3.9 million shares, Jerry Bratton an Attorney and holdover Director since before the merger in 2008. At that time the stock was trading at much higher levels where he bought most of his 1.55 million shares in the open market. My guess is after factoring in a few tens of thousands of free shares for being a Director, his average prices are around $.90/sh. Peter D. Average for his 3 million shares would be around.$.65 a share. Now you know why Management has such a strong interest in finding a merger partner.



6. Since they proxy only asked to increase the Authorized to 250M, from 50M it sets up well for maybe a 90-10% deal. And, remember, the only unrestricted free trade shares that would be available for sale, will be between 9 and 11 million. held by existing shareholders outside of existing Management and BOD. (the 2 million share variance is due to this being a 30-40-year-old company who had a couple of million shares in Certificate form with issue dates going back to the 1980s when I last saw a shareholders list. Effectively this is likely lost stock)


A good question might be; why has it taken so long for the Company to find a merger partner? A good question with an easy answer.. It needed some Cleaning Up. Until a few months ago, the Company had an outstanding bank loan through an original $2 Million Credit Facility with Wells Fargo. This loan was collateralized by outstanding receivables (personal injury Letters of Protection) from past cases still settling. In addition, Director Peter D, had put his personal guarantee on this facility. Over the past two years, the loan had been reduced to around $600,000 a few months ago. Having an active bank loan outstanding creates a certain amount of radioactivity when offering a company up as a merger partner.

So, a few months ago, Director Peter D, personally paid off the bank loan making him the sole creditor, freeing up the Company to once again actively find a merger partner. Since he is the second-largest shareholder and a Director, it is will now be much easier to negotiate a deal that will be fair for all holders.

And now, as you can see from the Managements solicitation of merger-related Proxy votes management is asking for, you can see they are now serious about getting a fair deal for all shareholders.


Bottom Line. Based on SPIN’s long history of being an SEC Fully Reporting Company with Annual Audits and interim 10Q, still by definition an active company, not a shell, No Bank Debt, an active and longtime BOD Owning 45% of the Company, who has a lot to lose by a bad deal, and now a very good stock market for Mergers and Acquisitions, the odds of finding a robust private company staying in the PI sector to get maximum value due to the QVH should be excellent. However, do not rule out a deal outside of the PI industry. It might not be as valuable as staying in the industry, but this is still the cleanest and best all-a-round merger “vehicle”, I have ever seen.


Disclaimer: As mentioned above, I am a large shareholder of SPIN. While I have been close to the Company since inception and am a very close longtime friend of both Dr. Donovan and Peter D. As a significant shareholder with a long history of Investment banking consultation, I may be called upon from time to time by the BOD to assist in the merger effort. Something I have offered to do without additional compensation. Most of what I have put here comes from public sources out of which I have used to form some opinions which are also offered here.