UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

~~ANNUAL~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission File Number 000-55802

VISION ~~HYDROGEN~~ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

47-4823945

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

95 Christopher Columbus Drive, 16^th Floor, Jersey City, NJ 07302

(Address of principal executive offices) (zip code)

(551) 298-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness of ~~Act~~its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~Yes~~7262(b)) ☐by Nothe registered ☒public accounting firm that prepared or issued its audit report. ☐

~~The~~If ~~aggregate~~securities ~~market~~are ~~value~~registered ofpursuant ~~the~~to ~~voting~~Section ~~common~~12(b) ~~equity held by non-affiliates as~~ of ~~June~~the 30Act, ~~2021,~~indicate ~~based~~by oncheck ~~the~~mark ~~closing~~whether ~~sales price of~~ the ~~common~~financial ~~stock~~statements asof ~~quoted on~~ the ~~OTCQB was $78,924,103.~~ registrant ~~For~~included ~~purposes~~in ofthe ~~this~~filing ~~computation,~~reflect ~~all~~the ~~officers,~~correction ~~directors, and 5 percent beneficial owners~~ of ~~the~~an ~~registrant~~error ~~are deemed~~ to ~~be affiliates.~~previously ~~Such~~issued ~~determination~~financial ~~should not be deemed an admission that such directors, officers, or 5 percent beneficial owners are, in fact, affiliates of the registrant~~statements. ☐

AsIndicate by check mark whether any of ~~April~~those ~~15,~~error ~~2022,~~corrections ~~there~~are ~~were~~restatements ~~21,316,958~~that required a recovery analysis of incentive-based compensation ~~shares~~received by any of the registrant’s ~~common~~executive ~~stock~~officers ~~outstanding~~during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2022, based on the closing sales price of the common stock as quoted on the OTCQB was $50,955,156.

As of March 31, 2023, there were 42,097,552 shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	1513
Item 2.	Properties	1513
Item 3.	Legal Proceedings	1513
Item 4.	Mine Safety Disclosures	1513
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1614
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17-18
Item 6.	Reserved	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 8.	Financial Statements and Supplementary Data	F-1 ~~– F-20~~
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	1920
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	20
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2021
Item 11.	Executive Compensation	2325
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2426
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2427
Item 14.	Principal Accounting Fees and Services	2627
PART IV
Item 15.	Exhibits, Financial Statement Schedules	2728
Item 16.	Form 10-K Summary	2829
	Signatures	2930

PART I

~~ITEM~~Forward 1Looking ~~- BUSINESS~~Statement

This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all- inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Factors” below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, ~~the~~ the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

ITEM 1 – BUSINESS

As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “we,” “us,” “our,” “Vision,” “Vision Energy” or the “Company” refer to Vision Energy Corporation (f/k/a Vision Hydrogen Corporation) and its wholly owned subsidiaries.

Overview

Vision ~~Hydrogen~~ Energy Corporation ~~“Vision”~~identifies energy ~~was~~commodities ~~incorporated~~and infocuses ~~the state of Nevada~~ on ~~August~~originating ~~17,~~and ~~2015~~developing asenergy ~~H/Cell~~infrastructure ~~Energy~~projects ~~Corporation~~ and isassets ~~based~~which infacilitate ~~Jersey~~the ~~City,~~energy ~~New~~transition through ~~Jersey~~low-carbon energy solutions. OnThe ~~November~~Company 8,leverages ~~2021,~~its weexperienced ~~entered~~Team ~~into~~with a ~~Stock~~vast ~~Purchase~~proven ~~Agreement~~track-record ~~with~~in ~~VoltH2~~site ~~Holdings~~procurement, accelerating AGdevelopment permitting, afacilities ~~Swiss corporation~~design, ~~and~~engineering ~~shareholders~~studies ofand ~~VoltH2~~project ~~pursuant~~management to ~~which~~deliver wean ~~acquired~~efficient ~~VoltH2~~and ~~Holdings AG (“VoltH2”). Pursuant to the Stock~~method ~~Purchase~~driven ~~Agreement,~~project wedevelopment ~~acquired an 84~~process.1% ~~interest~~Vision ofpursues ~~VoltH2,~~commercial relationships and ~~together~~operating partnerships with ~~our~~energy ~~existing~~industry ~~15.9%~~participants and ~~ownership~~off-takers ~~interest,~~seeking wecarbon ~~now~~abatement ~~own~~across ~~100% of~~feedstock ~~VoltH2~~and fuels. ~~VoltH2~~Vision Energy is acommitted ~~European-based~~to ~~developer~~providing oflow ~~clean~~carbon ~~hydrogen~~energy ~~production~~solutions whilst ~~facilities~~targeting ~~for~~an ~~the~~attractive ~~supply~~investment ofyield, ~~commercial~~by ~~off-take~~utilizing ~~volumes of~~and ~~clean~~leveraging ~~hydrogen~~existing ~~to manufacturers~~gas, ~~gas and~~ power ~~traders~~, ~~industrial consumers,~~ and ~~both~~logistics ~~heavy~~infrastructure ~~and~~to ~~marine transportation sectors that~~enable ~~have~~import ~~pivoted~~and ~~away~~or ~~from~~distribution of reduced-carbon ~~emitting~~ energy ~~sources~~for domestic and ~~fuels~~global value chains.

~~The~~Vision ~~VoltH2~~Energy ~~acquisition~~ was ~~accounted~~incorporated ~~for~~in ~~as an asset acquisition with no step up basis due to~~ the ~~15.9%~~state ~~ownership~~ of ~~VoltH2~~Nevada byon ~~Vision~~August ~~prior~~17, to2015, ~~the acquisition~~ and ~~due~~ tois ~~VoltH2~~based ~~being~~in anJersey ~~early~~City, ~~stage~~New ~~company that has not generated revenues and lacks outputs~~Jersey. ~~Since~~Originally ~~this~~incorporated ~~transaction~~as ~~does not constitute~~H/Cell ~~the~~Energy ~~acquisition of a business~~Corporation, ~~but a transfer of long lived there is no step up in basis. The SEC generally will not permit~~ the ~~recognition~~ ofCompany ~~gain~~changed inits ~~the~~name ~~transferor’s~~to ~~financial~~Vision ~~statements~~Hydrogen orCorporation ~~a step-up~~ in ~~basis~~October on2020 ~~the~~and ~~transferee’s~~then ~~books~~to ~~for~~its ~~sales~~current orname ~~transfers of~~Vision ~~long-lived~~Energy ~~assets~~Corporation ~~when~~in ~~related~~November ~~parties are involved~~2022. AsSince ainception, ~~result of~~ the Company’s ~~previously~~has ~~held~~been ~~15.9%~~involved ~~interest~~ in ~~VoltH2,~~the ~~it was~~hydrogen ~~determined~~and torenewable beenergy ~~a related party~~space. The Company ~~acquisition~~has ~~consideration~~six ~~consisted~~subsidiaries: ~~of 8,409,0981 shares of~~ Vision ~~Hydrogen~~Energy ~~Corporation~~Holdings ~~common stock~~AG ~~granted~~(f/k/a onVisionH2 ~~the~~Holdings ~~acquisition~~AG), ~~date~~Vision ofHydrogen ~~November 8~~BV, ~~2021~~Evolution atOperating ~~a closing market price of $11. A deemed dividend for the excess share~~BV, ~~price~~Evolution ~~over~~Terminals ~~cost~~SPV ~~basis~~II ofBV, ~~the~~Evolution ~~net~~Terminals ~~assets~~BV, of (~~$1,340,426~~“ETBV”) ~~was~~Vision ~~recorded~~Energy inUK ~~the amount of $93,840,427~~Ltd.

~~Following our~~Our ~~acquisition~~wholly ~~of VoltH2 , we plan to expand the inventory of prospective development sites for clean hydrogen~~owned ~~production,~~subsidiary ~~replicating~~ETBV ~~what~~is ~~has~~developing ~~been~~a ~~initiated~~substantial inGreen ~~Northwestern~~Energy ~~Europe .~~Hub Wewhich ~~aim~~is tocomprised ~~secure~~of ~~development~~the ~~sites~~sustainable ~~at enviable locations that are proximate to existing gas and power infrastructure~~import, ~~within~~storage ~~industrial clusters~~ and ~~with access to multi-modal~~throughput ~~logistics, including road, rail, water, barge, pipeline, for the distribution~~ of ~~hydrogen~~new ~~molecules~~energy toproducts ~~off-takers~~ and ~~end~~ ~~users~~low-carbon fuels. The ~~job~~Green ~~development~~Energy ~~cycle~~Hub ~~of each site typically ranges 12 months to 36 months, prior to construction, and~~ is ~~largely~~in ~~influenced~~the byadvanced ~~local~~stages ~~planning,~~of ~~permits,~~development ~~regulations~~ and ~~economic~~will ~~feasibility~~be ~~including~~a ~~the~~major ~~cost~~hub ~~of procuring low carbon~~for ~~electrons~~import toand supply ~~the~~of ~~future electrolysers, and offtake contracts for the~~ hydrogen ~~gas.~~carriers ~~In 2021, two locations have been secured~~ and ~~building~~renewable ~~and~~energy ~~environmental~~products ~~permits~~to ~~have been acquired~~Europe. Both projects are being developed with an estimated final investment decision scheduled for Q4-2022/Q1-2023. Until March 31, 2022, no offtake contract have been signed. The business development team is exploring the market and is negotiating with several off takers also known as end users of hydrogen.

~~Every~~Recent ~~project~~Developments will be integrated into a separate special purpose vehicle (“SPV”)of which VoltH2 Vlissingen B.V., our subsidiary through the acquisition of VoltH2, is the first of two. Our second is Volt H2 Tereneuzen B.V. Our mission is to develop our project in Vlissingen and Terneuzen, both located in The Netherlands while seeking to identify and secure other strategic locations to expand the concept. This includes the securing of land to develop new projects in different countries. Germany, Belgium and the Netherlands also have existing large pipeline networks that have been transporting hydrogen for decades. The Belgium, Netherlands and Luxemburg area (Benelux) has the largest hydrogen network in the world and consumption of hydrogen has reached almost 1.8 million tons of hydrogen per year.

WeForward ~~plan~~Stock toSplit; ~~generate~~Name ~~revenue by divesting our projects in full, in part to energy industry participants~~ and~~/or~~ ~~selling~~Symbol fractional ownership interests in sites under development. In addition, we plan to provide consulting services to other developers, industry participants, and governments focused on hydrogen production infrastructure projects. Lastly, as a long-term revenue opportunity, we plan to sell hydrogen production once plants are built and commissioned. We are currently in discussion with private landowners, such as energy companies, commodity traders, utilities, and industrial process customers. We may also purchase land if we believe it is practical and economically viable.Changes

On November 8, 2022, we effectuated a two-for-one (2:1) forward split of our common stock, $0.0001 par value per share, and simultaneously increased our number of authorized shares of common stock from 100,000,000 to 200,000,000. Concurrent with the forward split, the Company changed its name from “Vision Hydrogen Corporation” to “Vision Energy Corporation,” pursuant to a merger with a wholly owned subsidiary. On December 7, 2022, our stock began to trade under a new symbol, “VENG.”

Recent Transactions

Acquisition of VoltH2 Holdings AG

On November 8, 2021, wethe Company entered into a Stock Purchase Agreement with VoltH2 Holdings AG, a Swiss corporation (“Volt H2”), and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which weVision acquired VoltH2 (the “Acquisition”). VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels.

Pursuant to the Stock Purchase Agreement, weVision acquired an 84.1% interest of VoltH2, and together with ~~our~~its existing 15.9% ownership interest, ~~we now~~owned ~~own~~ 100% of VoltH2. The Acquisition was completed in exchange for 816,~~409~~818,~~091~~182 shares of our common stock (the “Consideration Shares”). In connection with the Acquisition, we also entered into an indemnification escrow agreement with one of the Sellers providing for the periodic release of up to 13,~~768~~536,~~182~~364 of the Consideration Shares, ~~and~~as well as a pledge and security agreement towhich ~~grant to us~~granted us a continuing security interest in the Escrowed Shares to secure such Seller’s indemnity obligations under the Stock Purchase Agreement. As mentioned earlier the acquisition consideration consisted of 816,~~409~~818,~~0981~~182 shares of Vision ~~Hydrogen Corporation~~ common stock ~~granted~~ granted on the acquisition date of November 8, 2021, at a closing market price of $115. 50. A deemed dividend for the excess share price over cost basis of the net assets of ($1,340,426) was recorded in the amount of $93,840,427.

Sale of Dutch Projects

On May 6, 2022, we, through our wholly owned subsidiary, VisionH2 Holdings AG (“VisionH2”), entered into a Share Purchase Agreement with Volt Energy BV, pursuant to which we agreed to sell our 100% interest in our Vlissingen green hydrogen development project and our 50% interest in our Terneuzen green hydrogen development project and related assets to the Purchaser in exchange for $11,250,000 of cash and the 3,536,364 shares of our common stock held by the Purchaser.

Acquisition of Evolution Terminals

On May 30, 2022, we entered into a Stock Purchase Agreement with ETBV, a Dutch corporation, and ETBV’s sole shareholder, First Finance Europe Ltd., a UK company, pursuant to which we acquired ETBV for a purchase price of $3,500,000 in cash and 3,000,000 shares of our common stock. At the time of closing, ETBV’s primary business was the development of 16.4 -hectare port development project for the import, storage and distribution of low carbon and renewable fuels, including hydrogen carriers such as ammonia, methanol, and liquid organics, located in Vlissingen (Flushing) at the mouth of the Westerschelde estuary in the Netherlands.

With the sale of the Dutch Projects the Company changed its business focus from developing clean hydrogen production facilities to developing midstream infrastructure for import, storage and distribution of low-carbon energy products and hydrogen carriers to global customers and supply-chains. ETBV is developing a bulk liquid import and storage facility for the products mentioned above.

The development plan of ETBV consists of three phases. Phase one is the construction of infrastructure including ammonia storage, jetty, rail, and truck loading. Phase two and three consist of expansion of storage capacity and the integration of an ammonia cracker to crack ammonia to hydrogen gas for future distribution via the European Hydrogen Backbone (EHB).

ETBV has contracted a development team with a proven track record in providing a full range of project development and management services across all aspects of onshore and offshore tank terminal developments. ETBV’s team has many years of experience, staffed by former employees of major industry leaders such as Vopak, Tebodin, Oiltanking, Van Oord and Bluewater. The team possess the capabilities and experience to manage a full and holistic process for tank terminal development as the members have managed numerous projects from conception to operation around the world. Collectively, the team has developed over 8 million cubic meters (“cbm”) of storage capacity and possesses in-depth knowledge and experience with bulk terminal project development. The team has developed a comprehensive and bespoke project development methodology intended to assure an efficient process from inception to delivery.

Market Potential

AsWe believe Vision Energy can benefit from the ~~world’s~~European ~~fossil~~Hydrogen ~~fuel~~Backbone ~~supply~~(EHB) initiative ~~continually~~which ~~diminishes~~aims ~~while~~to ~~causing~~diversify ~~harm~~gas supplies and speed up the roll-out of renewable gases and hydrogen in Europe. Setting a goal to reach an additional 20 million tons (Mt) of renewable hydrogen –10 Mt domestically produced, and 10 Mt imported –in addition to the ~~planet~~5.6 Mt foreseen under the European Commission renewable energy initiative “Fit for 55”, wegoing ~~believe~~beyond ~~that~~the ~~hydrogen~~targets isof the European Union (EU)’s hydrogen strategy. Vision ~~most~~Energy ~~reliable~~assets ~~alternative~~are located in proximity to ~~carbon~~a ~~fossil~~future ~~fuels~~H2 Backbone connection planned in Zeeland, asNetherlands. itGovernments ~~leaves~~have committed to decarbonize shipping by 2050, supporting industrial-scale zero-emission ~~greenhouse~~shipping ~~gas~~projects ~~residues~~through national and ~~can~~regional action, beand ~~used~~delivering atthe ~~any~~policy ~~time~~measures that will make zero-emission shipping the default choice by 2030. Worldwide production of ammonia is around 180 million tons per year and the ~~day~~demand oris increasing due to large scale agricultural activities. More than 80 % ~~night,~~of asammonia ~~well~~is used as feed stock for production of fertilizers. The rest is used in ~~any~~the ~~weather~~chemical ~~conditions~~industry as feedstock for plastics, fibers, ~~unlike~~explosives, ~~renewable~~nitric ~~energy~~acid ~~from~~and ~~solar~~intermediates for dyes and ~~wind~~pharmaceuticals. The potential as a hydrogen carrier may make green ammonia key in transporting energy between continents as renewable energy markets thrive.

Hydrogen is fast becoming a significant factor in the planning of future energy production and is anticipated by energy analysts to become more widely competitive as an alternative energy source by as early as 2030 as economies of scale drive-down the cost of fuel cells and electrolysers with the addition of lower costs for wind and solar power. According to the International Energy Agency report on hydrogen in north-western Europe the region is well placed to lead hydrogen adoption as a clean energy vector. Today, this region concentrates around 5% of global hydrogen demand and 60% of European demand. Moreover, the region is home to the largest industrial ports in Europe, where much of this hydrogen demand is located, and presents a well-developed natural gas infrastructure connecting these ports with other industrial hubs. This gas network could be partially repurposed to facilitate hydrogen delivery from production sites to demand centers. Governments in this region also have ambitious goals for greenhouse gas (GHG) emissions reduction and strong political interest in hydrogen as an opportunity to maintain industrial activity in the region.4

Technology Overview

There are great benefits to hydrogen energy such as being used as fuel for transportation and electricity. The use of hydrogen as a fuel produces no carbon dioxide or other greenhouse gases. Unlike fossil fuels, the sole emission from hydrogen fuel is chemically pure water. Hydrogen can be extracted from water using renewable energy from the sun and unlike batteries, hydrogen energy can be stored indefinitely. There is no drilling, fracking or mining required to produce hydrogen energy. We believe it is safe and efficient, and the cleanest energy source on the planet.

Competition

In ~~Northwestern~~ Europe, the market for ~~green hydrogen or hydrogen produced by~~ renewable energy hubs is growing. ~~Vision~~For isexample, ~~the~~in ~~first~~2021 ~~adapter~~Global inEnergy ~~the~~Storage ~~Benelux~~“GES” ~~with~~announced ~~two~~its first ~~projects.~~major ~~Recently,~~investment ~~RWE~~at ~~Renewables~~Europoort ~~Co.~~in ~~has started~~ the ~~third~~Port ~~project~~of ~~development~~Rotterdam. inIn ~~The~~addition, ~~Netherlands.~~a ~~Other~~green energy ~~companies~~import ~~are~~terminal ~~eager~~ is to ~~start~~be built ~~hydrogen~~at ~~production~~the ~~facilities.~~port Asof Hamburg anby ~~early~~Air ~~adapter,~~Products ~~Vision~~and ~~can~~Oiltanking ~~and~~Deutschland, ~~will~~which ~~have~~is a ~~guiding~~subsidiary ~~role~~of in the ~~development~~energy ofcompany Mabanaft. This large-scale green ~~hydrogen.~~energy ~~The~~terminal ~~current~~will ~~demand~~be ~~for~~the ~~hydrogen~~first ~~outnumbers~~of ~~the~~its ~~scheduled~~kind ~~production~~in ~~for~~Germany ~~the~~and ~~next~~is ~~five~~expected to ~~ten~~start ~~years~~providing hydrogen to Germany by 2026. We believe that all competitors will face a high demand for their products.

Government Regulations; Regulatory Matters

Our business activities require compliance with government and provisional regulations, including environmental regulations. Each ~~plant~~site must adhere to specific regulatory requirements of the permits. Without environmental permits and ~~being~~compliance ~~compliant~~ with international environmental and health safety and environmental standards, projects cannot reach the engineering, procurement, and construction phase ~~at final investment decision~~.

Government Incentives

We intend to focus on states or on regions ~~whose~~where government ~~supports~~support of a regulatory standard that promotes renewable energy and hydrogen production and consumption. ~~These~~Governments ~~governments~~in multiple jurisdictions have established various incentives and financial mechanisms to accelerate and promote the use of hydrogen as ~~renewable~~ renewable energy sources. These incentives may take the form of support for infrastructure and hydrogen transportation versus monetary incentives. The Netherlands, Germany, and Belgium have announced plans to support the development of green hydrogen initiatives. For example, in June 2020, as part of its economic COVID-19 stimulus package, Germany announced €9.0 billion of funding earmarked for expansion of hydrogen production. Funding is still to be determined, but specific areas could include, infrastructure conversions and new pipeline development. Pursuant to its “European Green Deal”, the EU has set the objective to become climate-neutral by 2050. This means that emissions of GHG must not exceed GHG removals and implies a phase-out of fossil fuels in the EU energy system. While renewable electricity can replace fossil fuels in many uses, it cannot easily replace them completely in road freight, shipping and aviation, or in industrial activities such as steel production, where fossil fuels are used as an energy source and as a reactant. However, hydrogen can play an important role in achieving climate neutrality in these areas. In The Netherlands, the government is developing a new subsidy scheme, called “Opschalingsinstrument Waterstof”, which is to be specially designed for developing green hydrogen facilities with a capacity from 5MW to 50MW. Details will be published in the summer of 2022 and application will be available in Q3/Q4 2022. With the current available information regarding this subsidy, Vision has the intention but cannot provide any assurances that we will apply for the Dutch projects.

Employees

As of March 31, ~~2022~~2023, we had nine full-time employees. We plan to hire employees on an as-needed basis. ~~None of our employees are represented by labor unions, and we believe that our relations with our employees are good.~~

Item 1A. Risk Factors

Risks Related to Our Financial Position and Need for Additional Capital

We have a short operating history and have generated minimal revenue to date. This makes it difficult to evaluate our ~~future~~ prospects and ~~increases~~ increases the risk that we will not be successful.

~~We were~~The Company was incorporated in August 2015~~, have been operating for less than seven years, and have recently sold off our operating subsidiaries as we look to pivot our business plan~~. ~~Those operating subsidiaries generated all of our revenue, and we have never generated revenue from other sources.~~ As a result, we have a ~~very~~ limited operating history for you to evaluate in assessing our ~~future~~ prospects. We are subject to all risks inherent in a developing business enterprise. Our likelihood of continued success must be considered in ~~light~~considering of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the services industry and the competitive and regulatory environment in which we operate. As a new industry, there are few established companies whose business models we can follow. Similarly, there is little information about comparable companies for potential investors to review in ~~making~~deciding ~~a decision~~ about whether to invest in the Company.

Potential investors should consider, among other factors, our prospects for success inconsidering ~~light of~~ the risks and uncertainties generally encountered by companies that, like us, are in their early stages. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment.

We expect to incur significant losses ~~for~~in the foreseeable future and may never achieve or maintain profitability.

Investment in our company is highly speculative because it entails substantial upfront capital expenditures and significant risk that, as a company in a new industry, we may never become commercially viable. We ~~have sold off all of our operating subsidiaries that generated any revenues, and we cannot estimate with precision the extent of our future losses. We~~ expect to incur operating losses ~~for~~in the foreseeable future as we execute our ~~plan~~business ~~to focus on acquiring or developing hydrogen production on a plant-size scale~~plan. As a result, we expect to continue to incur significant operating losses and negative cash flows for the foreseeable future. These losses have had and will continue to have an adverse effect on our financial position and working capital.

To become and remain profitable, we must develop or acquire hydrogen production on a plant-size scale with significant market potential. This will require us to be successful in a range of challenging activities, including identifying and acquiring target sites, developing the necessary infrastructure at sites for delivery and logistics, obtaining governmental approvals, acquiring customers and marketing our services. We may never succeed in these activities and, even if we succeed, we may never generate revenues that are significant enough to achieve profitability. In addition, as a young business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges. Furthermore, because of the numerous risks and uncertainties associated with entering a nascent market, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis and we may continue to incur substantial development and other expenditures to acquire and build out additional sites. Our failure to become and remain profitable would decrease the value of the company and could impair our ability to raise capital, maintain our development efforts, expand our business or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.5

To become and remain profitable, we must develop or acquire strategic energy assets with significant market potential. This will require us to be successful in a range of challenging activities, including identifying and acquiring target sites, developing the necessary infrastructure at sites for delivery and logistics, obtaining governmental approvals, acquiring customers, and marketing our services. We may never succeed in these activities and, even if we succeed, we may never generate revenues that are significant enough to achieve profitability. In addition, as a young business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown challenges. Furthermore, because of the numerous risks and uncertainties associated with entering a nascent market, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis and we may continue to incur substantial development and other expenditures to acquire and build out additional sites. Our failure to become and remain profitable would decrease the value of the company and could impair our ability to raise capital, maintain our development efforts, expand our business, or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.

To execute our overall business strategy, we will likely require additional working capital, which may not be available on terms favorable to us or at all. If additional capital is not available or is available at unattractive terms, we may be forced to delay, reduce the scope of or eliminate our operations.

We have an ambitious business plan for strong growth of our business, which will likely require us to raise additional financing to supplement our cash flows from operations to fully execute. We intend to use proceeds from our recent ~~public~~sale ~~offering~~of our Dutch Projects to implement our ~~business~~ business strategy. We also expect that we will require additional financing to execute our business strategy. To the extent we raise additional capital through the sale of equity securities, the issuance of those securities could result in dilution to our shareholders. In addition, if we obtain debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. If adequate funds are not available, we may be required to reduce our marketing and sales efforts or reduce or curtail our operations.

There can be no assurance that if we were to need additional funds to meet obligations we have incurred, or may incur in the future, that additional financing arrangements would be available in amounts or on terms acceptable to us, if at all. Furthermore, if adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of the implementation of our business strategy.

Risks Related to Our Company and Our Business

If hydrogen energy technology is not suitable for widespread adoption at economically attractive rates of return or if sufficient additional demand for hydrogen energy systems does not develop or takes longer to develop than we anticipate, we may not achieve significant net sales and we may be unable to obtain or sustain profitability.

In comparison to fossil fuel-based electricity generation, the hydrogen energy market is at an early stage of development. If hydrogen technology proves unsuitable for widespread adoption at economically attractive rates of return or if additional demand for hydrogen energy systems fails to develop sufficiently or takes longer to develop than we anticipate, we may be unable to grow our business or generate sufficient net sales to obtain profitability. In addition, demand for hydrogen energy systems in our targeted markets may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of hydrogen energy technology and demand for hydrogen energy systems, including the following:

● cost-effectiveness of the electricity generated by hydrogen energy systems compared to conventional energy sources, such as natural gas and coal (which fuel sources may be subject to significant price fluctuations from time to time), and other non-solar renewable energy sources, such as solar or wind; ● performance, reliability, and availability of energy generated by hydrogen energy systems compared to conventional and other renewable energy sources and products, particularly conventional energy generation capable of providing 24-hour, non-intermittent baseload power; ● success of other renewable energy generation technologies, such as solar, hydroelectric, tidal, wind, geothermal, and biomass; ● fluctuations in economic and market conditions that affect the price of, and demand for, conventional and non-solar renewable energy sources, such as increases or decreases in the prices of natural gas, coal, oil, and other fossil fuels; ● fluctuations in capital expenditures by end-users of renewable energy systems, which tend to decrease when the economy slows and when interest rates increase; and ● availability, substance, and magnitude of support programs including government targets, subsidies, incentives, and renewable portfolio standards to accelerate the development of the hydrogen energy industry.

We have no experience manufacturing hydrogen fuel on a commercial basis.

To date, we have no experience manufacturing hydrogen fuel on a commercial basis and our experience has been limited to developing systems for residential hydrogen energy purposes. We cannot be sure that we will be able to develop efficient, low-cost, high-volume automated processes that will enable us to meet our development goals. Once operational, we cannot be sure that we will be able to achieve any planned increases in production capacity or that unforeseen problems relating to our manufacturing processes will not occur. Even if we are successful in developing high-volume automated processes and achieving planned increases in production capacity, we cannot be sure that we will do so in time to meet our product commercialization schedule or to satisfy customer demand. If our business does not grow as quickly as anticipated, our planned manufacturing facilities would, in part, represent excess capacity for which we may not recover the cost, in which case our revenues may be inadequate to support our committed costs and planned growth, and our gross margins and business strategy would be adversely affected. Any of these factors could have a material adverse effect on our business, results of operations and financial performance.

We may be unable to successfully identify, execute or effectively integrate acquisitions, or effectively disentangle divested businesses.

Our ability to generate revenue, earnings, and cash flow at anticipated rates depends in large part on our ability to identify, successfully acquire and integrate businesses and assets at appropriate prices, and realize expected growth, synergies, and operating efficiencies. We may not be able to complete transactions on favorable terms, on a timely basis or at all. In addition, our results of operations and cash flows may be adversely impacted by the failure of acquired businesses or assets to meet expected returns, the failure to integrate acquired businesses, and the discovery of unanticipated liabilities or other problems in acquired businesses or assets for which we lack adequate contractual protections or insurance. In addition, we may incur asset impairment charges related to acquisitions that do not meet expectations.

We continually assess the strategic fit of our existing businesses and may divest businesses that are deemed not to fit with our ~~strategic~~ strategic plan or are not achieving the desired return on investment. For example, ~~earlier~~ this past year, we ~~decided~~determined ~~to sell both~~ our ~~subsidiaries because~~Dutch ~~they~~ Projects were not ~~producing enough profit and were not~~ a strategic fit with our goal of developing the market ~~for~~in ~~hydrogen~~integrated energy ~~systems.~~ ~~These~~hubs ~~transactions~~for ~~pose~~the ~~risks~~import, ~~and~~storage, ~~challenges~~processing ~~that could negatively impact our business~~ and ~~financial statements. For example,~~ ~~when~~distribution ~~we decide to sell or otherwise dispose~~ of alow-carbon business or assets, we may be unable to do so on satisfactory terms within our anticipated time frame or at all. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse financial and ~~accounting~~renewable ~~impacts,~~energy ~~distract~~products ~~management,~~ and ~~give rise to disputes with buyers~~fuels. InAs ~~addition,~~a ~~we have agreed~~result, ~~and~~the ~~may~~decision inwas ~~the~~made ~~future agree,~~ to ~~indemnify~~exit ~~buyers against known~~ and ~~unknown~~monetize ~~contingent~~the ~~liabilities.~~Dutch ~~Our financial results could be impacted adversely by claims under these indemnities~~Projects.

These transactions pose risks and challenges that could negatively impact our business and financial statements. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated time frame or at all. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse financial and accounting impacts, distract management, and give rise to disputes with buyers.

Delays in or not completing our development goals may adversely affect our revenue and profitability.

If we experience delays in meeting our development goals, our products exhibit technical defects, or if we are unable to meet cost or performance goals, including, useful life and reliability, the profitable commercialization of our products will be delayed. In this event, potential purchasers of our products may choose alternative technologies and any delays could allow potential competitors to gain market advantages. We cannot be assured that we will successfully meet our commercialization schedule in the future, or at all.

Delays in or not completing our product development goals may adversely affect our revenue and profitability.

If we experience delays in meeting our development goals, our products exhibit technical defects, or if we are unable to meet cost or performance goals, including power output, useful life and reliability, the profitable commercialization of our products will be delayed. In this event, potential purchasers of our products may choose alternative technologies and any delays could allow potential competitors to gain market advantages. We cannot assure that we will successfully meet our commercialization schedule in the future, or at all.

We currently do not have any commercially viable products or services at this time, and we do not know when or whether we will successfully complete research and development of a commercially viable product, which is critical to our future. If we are unable to develop commercially viable products, we will not be able to generate sufficient revenue to become profitable. The commercialization of our products requires achievement and verification of their overall reliability, efficiency and safety targets, and we cannot assure you that we will be able to develop, acquire or license the technology necessary to achieve these targets. We must undertake research and development in order to manufacture commercially viable products in commercial quantities.

We may not be able to sell our products on a commercially viable basis on the timetable we anticipate, or at all.

We cannot guarantee that we will be able to develop commercially viable hydrogen fuel production on a plant-size scale on the timetable we anticipate, or at all. We will need to acquire production facilities, develop and install the systems to produce and store hydrogen gas, and develop delivery systems on a commercial volume. It also depends upon our ability to reduce the costs of our products and services, since they are currently more expensive than products based on existing technologies, such as internal combustion engines and batteries. We may not be able to sufficiently reduce the cost of these products without reducing their performance, reliability and durability, which would adversely affect the willingness of consumers to buy our products. We cannot guarantee that we will be able to internally develop the facilities and systems to sell hydrogen fuel on a commercially viable basis.

A mass market for our products may never develop or may take longer to develop than we anticipate.

Hydrogen fuel production represents an emerging market, and we do not know whether there will be a sufficient number of end-users that will want to use it in commercial volumes. In such emerging markets, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. The development of a mass market for hydrogen fuel production may be affected by many factors, some of which are beyond our control, including the emergence of newer, more competitive technologies and products, the cost of fuels used by our customers, regulatory requirements, consumer perceptions of the safety of our products and related fuels, and end-user reluctance to buy a new product.

If a mass market fails to develop, or develops more slowly than we anticipate, we may never achieve profitability. In addition, we cannot guarantee that we will continue to develop, manufacture or market our products if sales levels do not support the continuation of the product.

The hydrogen energy industry competes with both conventional power industries and other renewable power industries.

The hydrogen energy industry faces intense competition from companies in the energy industry, such as nuclear, natural gas and fossil fuels as well as other renewable energy providers, including solar, biomass and wind. Other energy sources may benefit from innovations that reduce costs, increase safety or otherwise improve their competitiveness. New natural resources may be discovered, or global economic, business or political developments may disproportionately benefit conventional energy sources. Governments may support certain renewable energy sources and not support hydrogen energy. If we cannot compete with the providers of other energy sources, it may materially and adversely affect our business, results of operations and financial condition.

We face strong competition from other energy companies, including traditional and renewable providers.

The energy provider business is competitive. Our competitors range in size from small companies to large multinational corporations. Our main competitors vary by region and energy services offered. We compete against other renewable energy providers that offer solar and wind, as well as traditional electricity providers. Almost all of our competitors have greater financial and other resources than we do and may be able to grow more quickly or better respond to changing business and economic conditions. Many of our competitors also have greater access to capital and we may not be able to compete successfully with them.

The industry in which we operate has relatively low barriers to entry and increased competition could result in margin erosion, which would make profitability even more difficult to sustain.

Other than the technical skills required in our business, the barriers to entry in our business are relatively low. We do not have any intellectual property rights to protect our business methods and business start-up costs do not pose a significant barrier to entry. The success of our business is dependent on our employees, customer relations and the successful performance of our services. If we face increased competition as a result of new entrants in our markets, we could experience reduced operating margins and loss of market share and brand recognition.

Our lack of diversification will increase the risk of an investment in us, and our financial condition and results of operations may deteriorate if we fail to diversify.

Our current business focuses primarily on one area of ~~the~~ renewable energy space~~, the hydrogen energy sector~~. Larger companies ~~have~~can ~~the ability to~~ manage their risk by diversification. However, we currently lack diversification, specifically in terms of the nature of our business. As a result, we will likely be impacted more acutely by factors affecting our industry and the sector in which we operate, than we would if our business were more diversified, enhancing our risk profile.

If we fail to successfully introduce new products or services, we may lose market position.

New products, product improvements, line extensions or new services will be an important factor in our sales growth. If we fail to identify emerging technological trends, to maintain and improve the competitiveness of our existing products and services or to successfully introduce new products or services on a timely basis, we may lose market position.

We are subject to operating and litigation risks that may not be covered by insurance.

Our business operations are subject to all of the operating hazards and risks normally incidental to the implementation of systems involving combustible products, such as liquefied petroleum gases, propane, natural gas and hydrogen gas, and the generation of electricity. Accidents involving our hydrogen energy systems, including leaks, ruptures, fires, explosions, sabotage and mechanical problems, could result in substantial losses due to personal injury and/or loss of life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events. If such accidents were to occur, we could face lawsuits from our clients alleging that we were responsible for such accidents. There can be no assurance that our insurance will be adequate to protect us from all material expenses related to future claims or that such levels of insurance will be available in the future at economical prices.

Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the conflict between Russia and Ukraine, could make it more difficult for us to access financing and could adversely affect our business and operations.

Our ability to raise capital is subject to the risk of adverse changes in the market value of our stock. Periods of macroeconomic weakness or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially resulting in adverse impacts on our ability to raise further capital on favorable terms. The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China or an escalation in conflict between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global trade patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our research and development operations.

We may be adversely affected by the effects of inflation.

Inflation has the potential to adversely affect our business, results of operations, financial position and liquidity by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices, we charge our customers. The existence of inflation in the economy has the potential to result in higher interest rates and capital costs, supply shortages, increased costs of labor and other similar effects. As a result of inflation, we may experience increases in the costs of labor, materials, and other inputs, such as engineering consultants. Although we may take measures to mitigate the impact of this inflation through [pricing actions and] efficiency gains, if these measures are not effective our business, results of operations, financial position and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred. [Additionally, the pricing actions we take could ~~result~~ result in a decrease in market share.]

Risks Related to Governmental Regulation

The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew such subsidies and incentives could reduce demand for our products, lead to a reduction in our revenues and adversely impact our operating results and liquidity.

We believe that the near-term growth of alternative energy technologies, including hydrogen energy, is affected by the availability and size of government and economic incentives. Many of these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable authority. In addition, these incentive programs could be reduced or discontinued for other reasons. The reduction, elimination, or expiration of an investment tax credit or other government subsidies and economic incentives, or the failure to renew such tax credit, governmental subsidies, or economic incentives, may result in the diminished economic competitiveness of our planned products to our customers and could materially and adversely affect the growth of alternative energy technologies, including our planned products, as well as our future operating results and liquidity.

Our business may become subject to increased government regulation.

Our planned ~~products~~development sites are expected to be subject to certain federal, local, and non-U.S. laws and regulations, including, for example, ~~state~~ state and local ordinances relating to building codes, public safety, electrical and gas pipeline connections, hydrogen transportation ~~and~~ and siting and related matters. See “Business— Government Regulations; Regulatory Matters” for additional information. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Further, as products are introduced into the market commercially, governments may impose new regulations. We do not know the extent to which any such regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products, whether at the federal, state, local or foreign level, including any regulations relating to the production, operation, installation, and servicing of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results, and financial condition.

Risks Related to Employees, Managing Our Growth and Other Legal Matters

We are highly dependent on the services of our key personnel.

We are highly dependent on the services of ~~our~~Andrew ~~key personnel~~Hromyk, ~~Andre~~our ~~Jurres,~~Chief ~~Andrew~~Executive ~~Hromyk~~Officer, ~~and~~ Arron Smyth, ~~who serve as~~ our ~~Co-Chief~~ Executive ~~Officers, Executive~~ Vice President, and Matthew Hidalgo, ~~who serves as~~ our Chief Financial Officer. ~~Andre~~ ~~Jurres~~Matthew Hidalgo has an employment ~~contract~~agreement through ~~December~~May 319, ~~2022~~2023, and we have no agreements with Andrew Hromyk, or Arron Smyth,. ~~or Matthew~~Each ~~Hidalgo regarding their employment, and each~~ of them may terminate their employment with us at any time, though we are not aware of any present intention of any of these individuals to leave us. If we were to lose the services of these executives, we may experience difficulties in effectively developing our technology and implementing our business strategies.

We expect to expand our development and operational capabilities and, as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.

As of December 31, ~~2021~~2022, we had nine full-time employees. As we identify and develop ~~site~~assets, we expect to experience significant growth in in the number of our employees and the scope of our operations, particularly in the area of sales and marketing. To manage our ~~anticipated~~ anticipated future growth, we must:

● identify, recruit integrate, maintain, and motivate additional qualified personnel; ● identify and ~~lease~~develop additional ~~facilities;~~assets ~~● manage our development efforts effectively, including the identification, acquisition~~ and ~~development of hydrogen production on a plant-size scale~~projects; ~~and~~ ● improve our operational, financial and management controls, reporting systems and procedures.

Our future financial performance and our ability to identify, acquire and develop hydrogen production on a plant-size scale will depend, in part, on our ability to effectively manage any future growth, and our management may also have to divert financial and other resources, and a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time, to managing these growth activities. If we are not able to effectively expand our organization, we may not achieve our development goals.7

Our future financial performance and our ability to identify, acquire and develop assets and projects on a plant-size scale will depend, in part, on our ability to effectively manage any future growth, and our management may also have to divert financial and other resources, and a disproportionate amount of its attention away from day-to-day activities to devote a substantial amount of time, to managing these growth activities. If we are not able to effectively expand our organization, we may not achieve our development goals.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, ~~2021~~2022, we had aggregate U.S. federal net operating loss, or NOL, carryforwards of approximately $21,~~166~~321,~~500~~270 million. Our U.S. federal NOLs generated in taxable years ending prior to 2018 could expire unused. Under the Tax Cuts and Jobs Act, as ~~modified~~ modified by the CARES Act, U.S. federal NOLs incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such U.S. federal NOLs in tax years beginning after December 31, 2017, is generally limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act or the CARES Act.

9In addition, under Sections 382 and 383 of the Code and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. It is possible that we have experienced one or more ownership changes in the past. In addition, we may also experience ownership changes in the future because of subsequent shifts in our stock ownership, some of which may be outside of our control. As a result, if we earn net taxable income, our ability to use our pre-ownership change NOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

In addition, under Sections 382 and 383 of the Code and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. It is possible that we have experienced one or more ownership changes in the past. In addition, we may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership some of which may be outside of our control. As a result, if we earn net taxable income, our ability to use our pre-ownership change NOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Risks Related to Ownership of Our Common Stock

Our officers, directors and principal shareholders will own a controlling interest in our voting stock and investors will not have any voice in our management.

As of March 31, ~~2021~~2023, our officers, directors and principal shareholders, in the aggregate, beneficially own or control the votes of approximately 5957.1253% of our outstanding common stock. As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval, including:

	●	election of our board of directors;
	●	removal of any of our directors;
	●	amendment of our articles of incorporation or bylaws; and
	●	adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of their ownership and positions, our directors, executive officers, and principal shareholders collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our directors, executive officers or principal shareholders, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

We may raise capital through the sale of our securities in either private placements or a public offering, which offerings would dilute the ownership of existing shareholders.

If our operations require additional capital in the future, we may sell additional ~~share~~shares of our common stock and/or securities convertible into or exchangeable or exercisable for shares of our common stock. Such offerings may be in private placements or a public offering. If we conduct such additional offerings, existing stockholders ~~would~~will experience dilution of their ownership of the Company.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are authorized to issue an aggregate of ~~100~~200,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock. We may issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We will likely need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with ~~these~~this capital raising efforts, including at a price (or exercise or conversion prices) that could be below the price an investor paid for stock.

10The OTC Markets has labeled our common stock with the warning sign “Caveat Emptor” (Buyer Beware) which makes our common stock substantially less attractive to investors and harms our ability to raise capital on attractive terms, if at all, and may cause our business to be materially and adversely affected .

~~Our~~On ~~common~~December ~~stock~~6, is2022, ~~not~~the ~~currently~~Company ~~traded~~was atinformed ~~high~~by ~~volume~~the OTC Markets Group Inc. (“OTC Markets”) of certain promotional material that encouraged investors to purchase or trade the Company’s common stock. On Jan. 10, ~~and~~2022, ~~you~~the ~~may~~Company bewas ~~unable~~informed that, due to ~~sell~~the atongoing orpromotional ~~near~~campaign, ~~ask~~the ~~prices~~Company orwill atbe ~~all~~moved iffrom ~~you~~the ~~need~~OTCQB Market to ~~sell~~the Pink Market effective January 11, 2023. On orJanuary ~~liquidate~~20, a2023, ~~substantial~~we ~~number~~were ofassigned ~~shares~~a at“Caveat ~~one~~Emptor” ~~time~~designation by OTC Markets.

~~Our common~~As ~~stock~~stated isin ~~currently~~the Company’s ~~traded~~December 8, ~~but~~2022, ~~with~~news ~~very~~release, ~~low~~management ifconducted ~~any,~~an ~~volume,~~inquiry based on ~~quotations on~~ the ~~OTCQB~~information ~~Market,~~provided ~~meaning~~on ~~that~~December ~~the~~6, ~~number~~2022 ofby ~~persons~~OTC ~~interested~~Markets inand ~~purchasing~~determined ~~our~~that ~~common~~no ~~stock at or near bid prices at any given time may be relatively small or non-existent. During the year ended December 31~~directors, ~~2021~~officers, ~~there~~control ~~was~~persons, ancontrolling ~~average~~shareholders of(defined ~~approximately~~as ~~251~~shareholders ~~shares~~owning ~~traded per trading day, with no trading on~~10% ~~101~~or ofmore ~~253 trading days. This situation is attributable to a number~~ of ~~factors, including~~ the ~~fact~~Company’s ~~that~~securities) weor ~~are~~third-party aservice ~~small~~providers ~~company~~contracted ~~which is~~to ~~still~~the ~~relatively~~Company ~~unknown~~have tobeen ~~stock analysts~~involved, ~~stock~~directly ~~brokers~~or indirectly, ~~institutional investors and others~~ in ~~the~~any ~~investment~~way ~~community~~(including ~~that~~payment ~~generate or~~of ~~influence~~a ~~sales~~third-party) ~~volume,~~with ~~and that even if we came to~~ the ~~attention of such persons~~creation, ~~they~~distribution ~~tend~~or topayment beof ~~risk-averse~~promotional ~~and~~materials ~~would be reluctant~~related to ~~follow~~the anCompany ~~unproven~~and ~~company~~its ~~such~~securities asthat ~~ours~~OTC orMarkets ~~purchase~~brought orto ~~recommend~~ the ~~purchase~~Company’s ofattention. ~~our~~None ~~shares~~of ~~until~~the ~~such~~management, ~~time~~officers, ~~as we became more seasoned~~directors, ~~and~~control ~~viable. As a consequence~~persons, ~~there~~controlling ~~may~~shareholders ~~be periods of several days~~ or ~~more~~investor ~~when~~relations ~~trading~~firms ~~activity~~contracted ~~in our shares is minimal or non-existent, as compared~~ to athe ~~seasoned~~Company ~~issuer which~~ has ~~a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you~~ any ~~assurance~~knowledge ~~that~~regarding athe ~~broader or more active public trading market for our~~source ~~common~~of ~~stock~~the ~~will~~referenced ~~develop~~promotional ~~or be sustained, or that trading levels will be sustained~~material.

The OTC Markets assigns a Caveat Emptor designation to a company’s stock symbol to inform current and potential investors that there may be reasons to exercise additional care when deciding whether they should continue or begin their investment in such company. Typically, the OTC Markets will continue to display such designation until the OTC Markets believes there is no longer a public interest concern. The designation of the Caveat Emptor symbol does not suspend or halt our trading on the OTC Markets. However, if one owns our stock while the Caveat Emptor designation remains, it may be almost impossible to sell our shares, resulting in no liquidity, and it may be impossible for buyers to buy, as certain brokerage firms will not execute orders for stocks with Caveat Emptor designations. Our stock will essentially have extremely limited liquidity while the designator exists. The Company is actively working with OTC Markets to have the designation lifted.

The market price of our common stock may, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to aseveral ~~number of~~ factors that are beyond our control, including:

● dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships or acquisitions of other companies; ● quarterly variations in our revenues and operating expenses; ● changes in the valuation of similarly situated companies, both in our industry and in other industries; ● changes in analysts’ estimates affecting our company, our competitors and/or our industry; ● changes in the accounting methods used in or otherwise affecting our industry; ● additions and departures of key personnel; ● announcements of technological innovations or new technologies or services available to the renewable energy industry; ● fluctuations in interest rates and the availability of capital in the capital markets; ~~and~~ ● significant sales of our common stock; and ● removal of the Caveat Emptor designation and relisting on the OTCQB, of which can’t be guaranteed.

These and other factors are largely beyond our control, and the impact of these risks, ~~singly~~single or in ~~the~~ aggregate, may result in material adverse changes to the market price of our Common Stock and/or our results of our operations and financial condition.

119

The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.

Our articles of incorporation give our board of directors the right to create a new series of preferred stock. As a result, the board of ~~directors~~ directors may, without stockholder approval, issue preferred stock with voting, dividend, conversion, liquidation, or other rights which could adversely affect the voting power and equity interest of the holders of common stock. Preferred stock, which could be issued with the right to more than one vote per share, could be utilized as a method of discouraging, delaying, or preventing a change of control. The possible impact on takeover attempts could adversely affect the price of our common stock. Although we have no present intention to issue any shares of preferred stock or to create a series of preferred stock, we may issue such shares in the future.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any lockup periods or the statutory holding period under Rule 144, or issued upon the conversion of preferred stock, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether ~~or not~~ sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low -priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low -priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

General Risk Factors

Our business may be negatively affected by the ongoing COVID-19 pandemic and any future outbreaks of disease.

Our business, financial position, results of operations or cash flows may be affected by the ongoing global COVID-19 pandemic and the resulting volatility and uncertainty it has caused, and is likely to continue to cause, in the U.S. and international markets, including as a result of prolonged economic downturn or recession. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and recommended containment and mitigation measures worldwide. As a result, national, state and local authorities have recommended social distancing and imposed or are considering quarantine, shelter-in-place, curfew and similar isolation measures, including government orders and other restrictions on the conduct of business operations, which has resulted in significant unemployment levels, decreased productivity and decreases in certain non-COVID-19 activities. Such measures have had, and are likely to continue to have, adverse impacts on the U.S. economy of uncertain severity and duration and may negatively impact our ability to conduct operations.

As a result of the ongoing COVID-19 pandemic, we have transitioned our workforce to a remote working model, which may result in us experiencing lower work efficiency and productivity, which in turn may adversely affect our business. As our employees and our business partners’ employees work from home and access our systems remotely, we may be subject to heightened security and privacy risks, including the risks of cyberattacks and privacy incidents. Furthermore, the pandemic has caused and is expected to continue to cause significant disruption of global financial markets, which may reduce or impair our ability to access capital (or access capital on terms that would be consistent with our expectations).

Our market opportunity estimates and growth plans are subject to increased uncertainty and are based on assumptions and estimates regarding, among other things, the length and ultimate impacts of the COVID-19 pandemic, that may not prove to be accurate.

Any of the foregoing risks, or other unforeseen risks, may also adversely affect the businesses of our clients, suppliers or third-party business partners and vendors, which may in turn have a material adverse effect on our ability to conduct our business. For example, we may be unable to secure adequate personnel, obtain services, goods, technology, and governmental approvals, in each case on the timelines expected or at all. Due to the uncertain and rapidly evolving nature of current conditions in the United States and around the world, we cannot reasonably estimate the length or severity of the COVID-19 pandemic or the related response, including the length of time it may take for normal economic and operating conditions to resume or the extent to which the disruption may materially and adversely impact our business, financial position, results of operations or cash flows.

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.

We expect that our operations will be subject to numerous environmental, health and safety laws and regulations. Our operations are expected to involve the use of hazardous and flammable materials. Our operations may also produce hazardous waste products. We plan to contract with third parties for the disposal of these materials and ~~wastes~~waste. We cannot eliminate the risk of contamination or injury from these materials. We could be held liable for any resulting damages in the event of contamination or injury resulting from the use of hazardous materials by us, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties.

Although we expect to initiate and maintain workers’ compensation insurance to cover us for costs and expenses, we may incur due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not expect to maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection ~~with~~ with our storage or disposal of biological, hazardous, or radioactive materials.

In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our development. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.10

In addition, we may incur substantial costs to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our development. Failure to comply with these laws and regulations also may result in substantial fines, penalties, or other sanctions.

Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or the other ~~rules~~ rules and regulations of the SEC, or any securities exchange relating to public companies. The Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley, as well as rules subsequently adopted by the SEC to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that apply to us. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the ~~manner~~way ~~in which~~ we operate our business in ways we cannot currently anticipate. Compliance with the various reporting and other requirements applicable to public companies requires considerable time and attention of management. We cannot assure you that we will satisfy our obligations as a public company on a timely basis.

13We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition, and results of operations. The increased costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services. In addition, as a public company, it may be more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services. In addition, as a public company, it may be more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees or as executive officers.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us ~~downgrade~~downgraded our common stock or ~~publish~~published inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.

We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple ~~error~~errors or ~~mistake~~mistakes. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make any related party transaction disclosures. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. In addition, we do not have a risk management program or processes or procedures for identifying and addressing risks to our business in other areas.

Management has identified a material weakness in the design and effectiveness of our internal controls, which, if not remediated, could affect the accuracy and timeliness of our financial reporting and result in misstatements in our financial statements.

In connection with the preparation of our annual report on Form 10-K for the fiscal year ended December 31, ~~2020~~2022, an evaluation was carried out by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, ~~2020~~2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During ~~evaluation~~ evaluation of disclosure controls and procedures as of December 31, ~~2021~~2022, conducted as part of our annual audit and preparation of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective. Management determined that at December 31, ~~2021~~ 2022, we had a material weakness ~~that~~in relation to insufficient segregation of duties within our internal control system. This primarily relates to the relatively small number of staff who have bookkeeping and accounting functions. In addition, we lacked sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements. ~~This limited number of staff prevents us from segregating duties within our internal control system.~~

This material weakness could result in a misstatement to the accounts and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected. If we do not remediate the material weakness or if other material weaknesses are identified in the future, we may be unable to report our financial results accurately or to report them on a timely basis, which could result in the loss of investor confidence and have a material adverse effect on our stock price as well as our ability to access capital and lending markets.

We have not paid cash dividends in the past and do not expect to pay cash dividends in the future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant.

Certain shareholders may exercise significant control over our business policies.

Two shareholders, who are both directors, with one also serving as our Chief Executive Officer, have collective ownership of approximately 57% of our equity securities and have the ability to exercise significant control over our business policies and other corporate matters, including the composition of our board of directors and any actions requiring the approval of our shareholders, including the adoption of amendments to our articles of incorporation, the approval of a merger, share exchange or sale of substantially all of our assets. These persons will be able to vote their shares in favor of their interests that may not always coincide with the interests of the other shareholders.

ITEM 1B – UNRESOLVED STAFF COMMENTS

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2 – PROPERTIES

We maintain our principal office at 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ, 07302. Our telephone number at ~~that office~~ is (551) 298-3600. ~~Our office is in a shared office space provider, for which we entered into a lease in October 2020 at a cost of $99 per month and currently the lease is month-to-month.~~

Upon the purchase of Volt on November 8, 2021 the Company acquired a lease for new office space in the Netherlands at Groot Arsenaal. Rijtuigweg 44 4611 EL Bergen-op-Zoom, for a term of three years at a cost of $3,571 a month.

We believe that our existing facilities are suitable and adequate to meet our current business requirements. We maintain various websites and the information contained on those websites is not deemed to be a part of this annual report.

ITEM 3 - LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

1513

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is available for quotation on the ~~OTCQB~~OTC ~~under~~Pink ~~the~~Market ~~symbol “VIHD”. Previously, our common stock was available for quotation on the OTCQB~~ under the symbol “~~HCCC”~~VENG. ~~The OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (“OTC~~”) equity securities. An OTCQB equity security generally is any equity that is not listed or traded on a national securities exchange. Our stock is thinly traded, and a robust, active trading market may never develop. The market for the Company’s common stock has been limited, volatile, and sporadic.

~~Price~~Previously, ~~Range~~our ofcommon ~~Common~~stock ~~Stock~~was available for quotation on the OTCQB under the symbol “VIHD” and “HCCC”. The OTCQB is a quotation service that displays real- time quotes, last-sale prices, and volume information in over-the-counter (“OTC”) equity securities. An OTCQB equity security generally is any equity that is not listed or traded on a national securities exchange.

~~The~~On ~~following~~March ~~table shows~~30, ~~for the periods indicated~~2023, the ~~high and low~~ closing ~~prices~~sale ~~per~~price ~~share~~ of our common stock, as reported by the ~~OTCQB quotation~~OTC ~~service~~Markets, was $0.22 per share.

	Closing Price
	High		Low
Year Ended December 31, 2020
First Quarter	$	16.80	$	3.22
Second Quarter	$	9.20	$	3.44
Third Quarter	$	6.60	$	2.35
Fourth Quarter	$	31.00	$	3.00
Year Ended December 31, 2021
First Quarter	$	26.51	$	10.50
Second Quarter	$	15.93	$	9.91
Third Quarter	$	11.99	$	8.10
Fourth Quarter	$	12.75	$	8.25

Holders

On ~~April~~March 1131, ~~2022~~2023, ~~the closing sale price of our common stock, as reported by the OTC Markets, was $8.25 per share. On April 11, 2022,~~ there were 6050 holders of record of our common stock. Because certain of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of the Board and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board deems relevant.

Equity Compensation Information

There was no equity compensation or outstanding equity compensation plans for the year ended December 31, 2021 except as set forth below:

● Each of our directors Michael Doyle and Charles Benton were issued 2,500 shares of common stock each in May 2021 and in November 2021

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our ~~registered~~equity securities during the period covered by this Annual Report.

1614

ITEM 6. [RESERVED.]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward- looking ~~statements~~ statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

Overview

~~Vision Hydrogen Corporation~~Business was incorporated in the state of Nevada on August 17, 2015 as H/Cell Energy Corporation and is based in Jersey City, New Jersey. On November 8, 2021, we entered into a Stock Purchase Agreement with VoltH2 Holdings AG, a Swiss corporation, and shareholders of VoltH2 pursuant to which we acquired VoltH2 Holdings AG (“VoltH2”). Pursuant to the Stock Purchase Agreement, we acquired an 84.1% interest of VoltH2, and together with our existing 15.9% ownership interest, we now own 100% of VoltH2. VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial off-take volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels.Overview

~~The VoltH2 acquisition was accounted for as an asset acquisition with no step up basis due to the 15.9% ownership of VoltH2 by~~ Vision ~~Hydrogen prior to the~~Energy ~~acquisition~~Corporation ~~and~~is ~~due~~a torenewable ~~VoltH2~~energy ~~being an early stage~~ company ~~that~~developing ~~has~~storage ~~not~~facilities ~~generated~~for ~~revenues and lacks outputs. Since this transaction does not constitute~~ the ~~acquisition of a business~~commercial, ~~but~~industrial aand ~~transfer~~transportation ofsectors ~~long lived there is no step up in basis. The SEC generally will~~through ~~not~~site ~~permit~~procurement, ~~the~~permitting, ~~recognition of gain in the transferor’s financial statements or a step~~pre-up indevelopment ~~basis~~and ongrid ~~the transferee’s books for sales or transfers of long-lived assets when related parties are involved~~integration. AsThe ~~a result of the~~ Company’s ~~previously held~~is ~~15.9%~~committed ~~interest in VoltH2, it was determined~~ to beproviding alow ~~related~~carbon ~~party.~~solutions ~~The acquisition consideration consisted of 8,409,0981~~with ~~shares~~high ofyield ~~Vision~~hydrogen ~~Hydrogen Corporation common stock granted on the acquisition date of November 8~~production, ~~2021~~storage atand adistribution ~~closing~~services ~~market price of $11. A deemed dividend~~ for the ~~excess~~European ~~share~~renewable ~~price~~economy ~~over~~and ~~cost~~supply ~~basis of the net assets of ($1,340,426) was recorded in the amount of $93,840,427~~chain.

~~Following~~Evolution ~~our~~Terminals ~~acquisition of~~is ~~VoltH2,~~a wewholly owned ~~plan~~subsidiary todeveloping ~~expand~~a ~~the~~substantial ~~inventory~~Green ofEnergy ~~prospective~~Hub ~~development sites~~ for ~~clean hydrogen production~~import, ~~replicating~~storage ~~what has been initiated in Northwestern Europe. We aim to secure development sites at enviable locations that are proximate to existing gas~~ and ~~power~~ ~~infrastructure,~~throughput ~~within~~of ~~industrial~~new ~~clusters~~energy ~~and with access to multi-modal logistics~~products, ~~including road, rail, water, barge, pipeline, for the distribution of~~ hydrogen ~~molecules to off-takers and end users. The job development cycle of each development site~~carriers ~~typically ranges 12 months to 36 months, prior to construction,~~ and ~~is largely influenced by local planning, permits, regulations and economic feasibility including the cost of procuring~~ low -carbon ~~electrons to supply the future electrolysers~~fuels, and ~~offtake contracts~~will ~~for~~facilitate ~~the~~in ~~hydrogen~~Europe’s ~~gas.~~Energy InTransition ~~2021,~~ambitions ~~two locations have been secured and building and environmental permits have been acquired. Both projects are being developed with an estimated final investment decision scheduled~~ for Q4greater carbon-~~2022/Q1-2023.~~abatement ~~Until~~to ~~March~~net ~~31, 2022, no offtake contract have been signed~~zero. ~~The business development team is exploring the market and is negotiating with several off takers also known as end users of hydrogen.~~

~~Every~~On November ~~project~~8, ~~will~~2022, ~~be integrated~~we ~~into~~effectuated a two-for-one ~~separate special purpose vehicle~~ (~~“SPV”~~2:1) offorward ~~which~~split ~~VoltH2~~of ~~Vlissingen B.V.,~~ our ~~subsidiary~~common ~~through the acquisition of VoltH2~~stock, ~~is the first of two~~$0.0001 ~~Our~~par ~~mission~~value isper ~~to develop our project in Vlissingen and Terneuzen~~share, ~~both located in The Netherlands while seeking to identify~~ and ~~secure other strategic locations to expand~~simultaneously ~~the~~increased ~~concept.~~our ~~This~~number ~~includes~~of ~~the~~authorized ~~securing~~shares of ~~land~~common tostock ~~develop~~from ~~new~~100,000,000 ~~projects~~to ~~in different countries~~200,000,000. ~~Germany,~~All ~~Belgium~~common and ~~the~~per ~~Netherlands also~~share ~~have~~amounts ~~existing large pipeline networks that~~ have been ~~transporting hydrogen for decades. The Belgium, Netherlands and Luxemburg~~ ~~area~~restated ~~(Benelux)~~to ~~has~~give ~~the~~retroactive ~~largest~~effect ~~hydrogen~~to ~~network in~~ the ~~world~~share ~~and~~consolidation. ~~consumption~~Please ofsee ~~hydrogen~~Note ~~has~~12 ~~reached~~for ~~almost~~further ~~1.8~~detail ~~million~~on ~~tons~~share ~~of hydrogen per year~~capital.

~~We plan to generate revenue~~Going by divesting our projects in full, in part to energy industry participants and/or selling fractional ownership interests in sites under development. In addition, we plan to provide consulting services to other developers, industry participants, and governments focused on hydrogen production infrastructure projects. Lastly, as a long-term revenue opportunity, we plan to sell hydrogen production once plants are built and commissioned. We are currently in discussion with private landowners, such as energy companies, commodity traders, utilities, and industrial process customers. We may also purchase land if we believe it is practical and economically viable.Concern

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the ~~satisfaction~~ satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going concern.

As reflected in the ~~year-end~~ financial statements, the Company had a net loss from continuing operations of $~~988~~14,~~437~~833,755 ~~and~~along with $5,286,373 of net cash used in operations for the year ended December 31, 2022. Current cash on the balance sheet of $~~872~~3,~~681~~712,826 ~~for~~ is less than the net cash used in operations of $5,286,373 for the year ended December 31, ~~2021~~2022. In addition, the Company is a start up in the renewable energy space and has generated limited revenues to date.

~~Management~~Despite ~~has~~generating ~~evaluated~~cash proceeds from the ~~significance~~sale of ~~these~~the ~~conditions~~Dutch ~~and~~Projects ~~under~~of ~~these~~$11,250,000, ~~circumstances.~~demonstrating ~~These~~a ~~conditions~~sustainable ~~raise~~cash ~~substantial~~flow ~~doubt~~stream ~~about~~in ~~the~~our ~~ability~~business tomodel, ~~continue~~the asCompany’s afinancial ~~going~~results ~~concern.~~still Torepresents ~~alleviate~~a ~~these~~net ~~concerns~~loss ~~Vision~~year isto ~~planning multiple equity raises in 2022~~date.

Management has evaluated the significance of these conditions and under these circumstances these conditions raise substantial doubt about the ability to continue as a going concern. To alleviate these concerns the Company is planning for an equity raise in the next year and continuing to develop its newest asset and evaluate ways to monetize the project where possible.

The annual report has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Discontinued Operations

On November 8, 2021, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VoltH2 Holdings AG (“VoltH2”), a Swiss corporation, and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which we acquired VoltH2 (the “Acquisition”). VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels.

Pursuant to the Purchase Agreement, the Company acquired 84.1% of VoltH2 and in conjunction with a previous 15.9% investment, the Company owned 100% of VoltH2.

The VoltH2 acquisition was accounted for as an asset acquisition with no step-up basis due to our 15.9% ownership of VoltH2 prior to the acquisition, and due to VoltH2 being an early-stage company that had not generated revenues and lacked outputs. Since this transaction is not an acquisition of a business but a transfer of long-lived assets (primarily) between two non-operating companies no step-up in basis was allowed. Both entities are non-operating entities and the fair value business combination rules do not apply. When related parties are involved, the SEC generally will not permit the recognition of gain in the transferor’s financial statements or a step-up in basis on the transferee’s books for sales or transfers of long-lived assets. No exceptions are permitted on transactions between a parent company and a subsidiary or between subsidiaries of the same parent, other than in regulated industries when a nonregulated subsidiary sells manufactured goods to a regulated affiliate. The acquisition consideration consisted of 16,818,182 shares of our common stock issued on the acquisition date of November 8, 2021, at a closing market price of $5.510. A deemed dividend for the excess share price over cost basis of the net assets of ($1,340,426) was recorded in the amount of $93,840,427.

For further information on discontinued operations, please refer to Note 6 of the financial statements.

Asset Acquisition

On May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“ETBV”) pursuant to which we acquired ETBV (the “Acquisition”) from an investment firm of which our CEO is principal for a purchase price of $3,500,000 in cash and 3,000,000 shares of our common stock. ETBV is the owner of a 16.4-hectare port development project for the storage and distribution of low carbon and renewable fuels, including hydrogen carriers such as ammonia, methanol and liquid organics, located in Vlissingen (Flushing) at the mouth of the Westerschelde estuary in the Netherlands. The Acquisition closed on May 31, 2022. The transaction was considered and approved by a committee comprised of our independent directors. As a result, the combination of the Company and ETBV is considered a related party asset acquisition.

For further information on our asset acquisition, please refer to Note 7 of the financial statements.

Results of Operations

~~For~~The ~~the~~Company ~~years~~had ~~ended~~no ~~December~~revenues ~~31,~~in 2022 and 2021 as it continues to invest in its Green Energy Hub Development. We plan to generate revenue by divesting our assets in full, or in part to energy industry participants and/or ~~2020~~selling fractional ownership interests in sites under development. We are currently in discussion with various parties, such as private landowners, energy companies, commodity traders, utilities, and industrial process customers.

Revenue and Cost of Revenue

WeFor ~~had no revenue or cost of revenue for~~ the years ended December 31, ~~2021~~2022, and ~~2020.~~2021

~~General~~We ~~and~~had ~~Administrative~~no ~~Expenses~~revenue or cost of revenue for the years ended December 31, 2022, and 2021.

During the year ended December 31, 2021, our total operating expenses were $993,841. This was comprised of $130,875 of accounting and audit fees, $149,206 of personnel costs, $174,721 of management fees – related party, $105,517 in legal fees, $122,500 in stock based compensation, $92,715 in consultancy costs, $46,607 in project costs, $44,124 in dues and subscriptions, $48,500 in director fees and $79,076 in miscellaneous fees.16

~~During~~Operating the year ended December 31, 2020, our total operating expenses were $311,228. This was comprised of $100,300 of accounting fees related to audit, consulting and tax costs, $97,500 in management disbursements, $62,500 for gross payroll, $41,706 of legal fees, $33,213 of dues and subscription fees, which pertained to transfer agent, press release, EDGAR fees and OTC Market annual listing fees, $18,820 of directors and officers insurance liability, $10,000 in director fees, $9,193 in miscellaneous expenses, $7,993 of stock-based compensation, $5,721 of amortization and $4,782 of payroll taxes, offset by a credit of $80,500 for write-offs due to settlements.Expenses

~~We incurred other income totaling~~For ~~$5,404~~ the year ended December 31, ~~2021, including a gain of $20,000 in loan forgiveness offset by $14,596 of interest expense.~~2022

~~We incurred~~Our ~~other~~total operating expenses ~~totaling~~from continuing operations were $~~155~~14,~~502~~833,431. ~~for~~This ~~the~~was ~~year~~comprised of ~~ended~~$7,620,000 ~~December~~non-cash ~~31,~~stock ~~2020,~~issuance ~~including~~of stock, $~~129~~4,~~180~~120,145 ~~for~~in ~~cancellation~~transactional offees ~~equity~~paid ~~line~~to ~~of credit~~related party, $591,~~298~~314,574 ofin ~~interest~~project development ~~expense~~costs, –$1,139,566 in management fees related party, $43122,~~352~~455 ofin accounting/audit ~~interest~~fees, ~~expense~~$116,138 ~~and~~in legal fees, $4108,~~875~~000 ofin ~~change~~consulting fees, $54,347 in ~~fair~~dues ~~value~~and ~~earn-out~~subscriptions, ~~offset~~$50,402 in investor byrelations, a$93,000 ~~gain~~in ofdirector ~~$81~~fees,~~203~~ ~~for~~and ~~notes~~$94,804 ~~payable~~in ~~cancellation~~miscellaneous expenses.

~~As a result of~~ For the ~~foregoing, we~~year ~~had~~ended ~~a net loss of $988,437 for~~ December 31, 2021 ~~and a net loss of $1,411,562 for December 31, 2020.~~

~~Comprehensive~~ ~~loss~~Our total operating expenses were $614,540. This was comprised of $~~954~~130,~~048~~875 of accounting and audit ~~for~~fees, ~~December~~$149,206 31of personnel costs, ~~2021~~$137,500 ~~due~~of tomanagement ~~foreign~~fees ~~currency~~– ~~translation~~related ~~gain~~party, of$105,517 in legal fees, $34122,~~389.~~500 ~~There~~in ~~was~~stock-based compensation, no$92,715 ~~foreign~~in ~~currency~~consultancy ~~translation~~costs, ~~gain~~$46,607 orin ~~loss~~project ~~for 2020~~costs, ~~and~~$44,124 ~~comprehensive~~in ~~loss~~dues ~~was~~and ~~same~~subscriptions, as$48,500 ~~net~~in ~~loss~~director atfees and $125,~~411,562~~524 in miscellaneous fees.

~~There~~We incurred ~~was~~other/interest aexpense ~~deemed dividend~~ of $~~93,840,427~~324 for the year ended December 31, ~~2021.~~2022, ~~There~~and ~~was~~other noincome ~~deemed~~totaling ~~dividend~~$20,000 inthe year ended December 31, ~~2020~~2021, including a gain of $20,000 in loan forgiveness offset by $14,596 of interest expense.

~~Net~~As ~~comprehensive~~a ~~loss~~result ~~attributable to~~of ~~common~~the ~~shareholders~~foregoing, ~~was~~we had a net loss of $9415,~~794~~861,~~475~~843 for ~~the year ended~~ December 31, ~~2021~~2022, and a net loss of $1988,~~411,562~~437 for ~~year ended~~ December 31, ~~2020~~2021.

~~For~~Comprehensive loss was ~~discontinued~~$15,894,587 ~~operations~~for ~~please~~December ~~refer~~31, 2022, due to ~~note~~foreign 11currency translation loss of $32,744 and $954,048 for December 31, 2021, due to foreign currency translation gain of $34,389.

There was no deemed dividend for the year ending December 31, 2022, and $93,840,427 for year ended December 31, 2021.

Net comprehensive loss attributable to common shareholders was $15,894,587 for the year ended December 31, 2022, and was $94,794,475 for the year ended December 31, 2021.

For discontinued operations, please refer to note 6.

Liquidity and Capital Resources

AsFor the ofyear ended December 31, 2021, we had a working capital deficit of $306,520, comprised of $153,749 in cash, $60,613 in sales tax receivable, $29,453 in prepaid expenses offset by $442,966 in accounts payable and accrued expenses, $67,404 in accrued wage taxes, and $39,965 in current portion of operating lease.2022

As of December 31, 2022, we had a working capital of $3,998,834 consisting of $3,712,826 in cash, $432,295 in prepaid expenses and $29,266 in sales tax receivable offset by $175,553 in accounts payable.

Non-current assets included $85,453 in website development costs and $25,000 in deferred offering cost, there were no long-term liabilities.

We used $5,286,373 of cash in operating activities which represented our net loss from continuing operations of $15,861,843 including $7,620,000 in issuance of stock, net, $3,557,945 in asset purchase consideration, $6,224 in depreciation and amortization offset by $25,000 in deferred offering cost, $419,921 in prepaid expenses, $138,820 in accounts payable, and $24,958 in sales tax receivable.

We generated $971,694 of cash in discontinued operations.

We generated $7,837,233 of cash in investing activities including net cash acquired in sale of subsidiaries for $11,184,512, offset by $3,281,974 of cash paid in asset acquisition – related party and $65,305 in cash paid – website development costs.

We generated $1,905 in proceeds from financing activities including related party notes for $96,614 offset by principal repayment of related party notes of $94,709.

~~At December 31, 2021,~~For ~~non-current~~the ~~assets~~year ~~included~~ended ~~$25,233~~December ~~in website development costs~~31, ~~$22,932 in property and equipment and $106,620 in operating lease – right of use asset.~~2021

AtAs of December 31, 2021, ~~non-~~we had negative working capital of $306,520 consisting of $137,839 in cash, $12,374 in prepaid expenses, $93,602 in current assets held for sale, offset by $43,062 in accounts payable and accrued expenses and $507,273 in current liabilities ~~consisted~~held offor ~~long~~sale. ~~term~~Non-current ~~portion~~assets included of$25,233 ~~operating~~in ~~lease~~website development costs and $129,552 in non-current assets held for sale. Long-term liabilities consisted of $66,655 of non-current liabilities held for sale.

~~For the year ended~~We ~~December 31, 2021, we~~ used $872,681 of cash in operating activities, which represented our net loss from continuing operations of $988,437, including $3,245 in depreciation and amortization, $122,500 in stock-based compensation, $70,000 in other current assets, $6,381 in sales tax receivable offset by $5625,~~313~~620 in accounts payable and accrued expenses, $103,~~057~~625 in prepaid expenses and $20,000 in loan forgiveness and $30,744 in discontinued operations.

~~For~~We ~~the year ended December 31, 2020, we~~ used $~~412~~787,~~583~~139 ofin cash in ~~operating~~investing activities, ~~which~~due ~~represented~~to ~~our~~$349,195 ~~net loss from continuing operations~~ of ~~$466,731,~~cash ~~$94,180~~acquired in ~~other~~the ~~assets,~~VoltH2 ~~$50,462~~acquisition inoffset ~~depreciation~~by ~~and amortization,~~ $725,~~993~~233 in ~~stock-based~~cash paid ~~compensation~~for ~~and~~website development costs, $41,~~875~~100,000 in ~~change in~~cash ~~fair~~paid ~~value,~~to ~~offset~~VoltH2 byfor ~~$98,691~~a innote ~~accounts~~receivable ~~payable~~ and $411,~~671~~101 in ~~prepaid~~cash ~~expenses~~paid for fixed assets.

~~For~~We ~~the~~generated ~~year ended December 31~~$1, ~~2021~~782,253 related weto ~~used~~financing ~~$787,139~~activities. inThe ~~cash~~net inproceeds ~~investing~~were ~~activities~~received ~~due~~from tothe ~~$349,195~~sale of ~~cash~~common ~~acquired~~stock in the ~~VoltH2 acquisition offset by $25,233 in cash paid for website development costs, $1,100,000 in cash paid to VoltH2 for a note receivable and $11,101 in cash paid for fixed assets~~Company.

For the year ended December 31, 2020, we used $497,101 in cash in investing activities due to the cash disposed of in the disposition of the two subsidiaries, Pride and PVBJ, and $175,000 in the investment in Volt.

For the year ended December 31, 2021, we generated $1,782,253 in financing activities, due to proceeds from equity financing.

For the year ended December 31, 2020, we generated $611,252 in financing activities, which represented $580,232 in proceeds from related party debt, $75,000 in proceeds from the issuance of convertible debt, $26,020 in proceeds from equity financing and $20,000 in proceeds from PPP notes payable, offset by $90,000 in convertible debt repayment.

In the future we expect to incur expenses related to compliance for being a public company. We expect that our general and administrative expenses will increase as we expand our business development, add infrastructure, and incur additional costs related to being a public company, including incremental audit fees, investor relations programs and increased professional services.

InOur ~~October~~future ~~2020,~~capital werequirements ~~filed~~will adepend ~~registration statement~~ on ~~Form~~several ~~S-1~~factors, ~~with~~including the ~~Securities~~progress ~~and~~of ~~Exchange~~our ~~Commission,~~sales ~~whereby~~and wemarketing ~~registered 12.5 million shares~~ of our ~~common~~services, ~~stock~~the ~~for~~timing and ~~sale~~outcome asof apotential ~~company~~acquisitions, ~~offering.~~the ~~The~~costs ~~registration~~involved ~~statement~~in ~~was~~operating ~~declared~~as ~~effective~~a inpublic ~~October~~reporting ~~2020. In January 2021~~company, wethe ~~sold~~status ~~all~~ of competitive services, the ~~shares~~availability ~~for gross proceeds~~ of ~~$2.5~~financing ~~million.~~and ~~The~~our ~~consideration~~success ~~consisted~~in ofdeveloping ~~$596,747~~markets offor ~~debt~~our ~~converted~~services. toWe ~~equity (see~~believe ~~Note~~our 9)existing ~~and gross~~ cash ~~proceeds~~will ofbe ~~$1,903,253.~~sufficient to ~~The~~fund ~~Company~~our ~~incurred~~operating ~~$70,000~~expenses ~~of legal fees~~ and acapital ~~$51,000~~equipment ~~consulting~~requirements ~~fee~~for inat ~~connection with~~least the ~~capital~~next ~~raise~~12 months.

Our future capital requirements will depend on a number of factors, including the progress of our sales and marketing of our services, the timing and outcome of potential acquisitions, the costs involved in operating as a public reporting company, the status of competitive services, the availability of financing and our success in developing markets for our services. We believe our existing cash will be sufficient to fund our operating expenses and capital equipment requirements for at least the next 12 months.

Critical Accounting Policies

Please refer to Note 2 in the accompanying financial statements for our policies.

Recent Accounting Pronouncements

Please refer to Note 125 in the accompanying financial statements.

Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 8 -– FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

Report of Independent Registered Public Accounting Firm PCAOB No.: 2738	F-2–F-3
Report of Independent Registered Public Accounting Firm PCAOB No: 2738		F-2
Consolidated balance sheets as of December 31, 2021 and 2020	F-4
Consolidated balance sheets as of December 31, 2022, and 2021		F-3
Consolidated statements of operations – for the years ended December 31, 2021 and December 31, 2020	F-5
Consolidated statements of operations – for the years ended December 31, 2022, and December 31, 2021		F-4
Consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 2021 and December 31, 2020	F-6–F-7
Consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 2022, and December 31, 2021		F-5 – F-6
Consolidated statements of cash flows for the years ended December 31, 2021 and December 31, 2020	F-8
Consolidated statements of cash flows for the years ended December 31, 2022, and December 31, 2021		F-7
Notes to financial statements	~~F-9 – F-20~~	F-8 – F-16

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Vision ~~Hydrogen~~Energy Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Vision ~~Hydrogen~~Energy Corporation (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, ~~2021~~2022, and the related notes (collectively referred to as the ~~consolidated~~ financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2021~~ 2022, in conformity with accounting principles generally accepted in the United States of America. ~~The financial statements of Vision Hydrogen Corporation as of December 31, 2020 were audited by other auditors whose report dated March 12, 2021 expressed an unqualified opinion on those statements.~~

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company ~~suffered~~had a net loss from continuing operations, ~~and~~net ~~has~~cash used in operations, and a ~~net~~lack ~~capital~~of ~~deficiency~~revenues to-date, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are ~~also~~ ~~described~~discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether ~~due~~ due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the consolidated financial statements that was ~~were~~ communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are ~~material~~ material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing separate opinions on the critical audit ~~matters~~matter or on the accounts or disclosures to which they relate.

Going Concern

As discussed in Note 1 to the consolidated financial statements, the Company had a net loss from continuing operations, net cash used in operations, and a lack of revenues to-date. Auditing management’s evaluation of a going concern ~~due~~can tobe a ~~negative~~significant ~~working~~judgement given ~~capital~~the fact that the Company uses management estimates on future revenues and ~~losses~~expenses ~~from~~which ~~operations~~are not able to be substantiated. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.

~~Auditing management’~~/s ~~evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates~~/ onM&K ~~future~~CPAS, ~~revenues and expenses which are not able to be substantiated.~~PLLC

ToM&K ~~evaluate the appropriateness of the going concern~~CPAS, ~~we examined and evaluate the financial information that was the initial cause along with managements’ plans to mitigate the going concern and managements’ disclosure on going concern.~~PLLC

~~/s/ M&K CPAS, PLLC~~ We have served as the Company’s auditor since 2021~~. Houston, TX April 15, 2022~~

Firm ID 2738

Houston, TX

March 31, 2023

F-2

~~REPORT~~VISION OFENERGY ~~INDEPENDENT~~CORPORATION ~~REGISTERED~~f/k/a ~~PUBLIC~~VISION ~~ACCOUNTING~~HYDROGEN ~~FIRM~~CORPORATION

To the Board of Directors and Stockholders of Vision Hydrogen Corporation, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Vision Hydrogen Corporation as of December 31, 2020 and the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/Rosenberg Rich Baker Berman, P.A. PCAOB No.: 89

We served as the Company’s auditor from 2015 to 2020

Somerset, New Jersey

March 12, 2021

F-3

VISION HYDROGEN CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31, 2021			December 31, 2020
	December 31, 2022			December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	~~153~~3,~~749~~712,826		$	7137,~~102~~839
Sales tax receivable		6029,~~613~~266			-
Prepaid expenses		29432,~~453~~295			812,~~750~~374
Other current assets		-			70,000
Current assets held for sale		-			93,602
Total current assets		~~243~~4,~~815~~174,387			85243,~~852~~815
Website development costs net		2585,~~233~~453			-25,233
Operating lease – right of use asset		106,620			-
Deferred offering cost		25,000			-
Property and equipment, net		22,932			-
Non-current assets held for sale		-			129,552
Investment in Volt		-			175,000
Total non-current assets		110,453			154,785
Total non-current assets		154,785			175,000
Total assets	$	4,284,840		$	398,600
Total assets	$	398,600		$	260,852
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	~~442~~175,~~966~~553		$	6943,~~521~~062
Accrued wage tax		67,404			-
Current liabilities held for sale		-			507,273
Current portion of operating lease		39,965			-
Total current liabilities		175,553			550,335
Loan payable		-			20,000
Loan payable – related party		-			580,232
Accrued interest – related party		-			16,515
Total current liabilities		550,335			686,268
Noncurrent liabilities
Long term portion of operating lease		66,655			-
Non-current liabilities held for sale		-			66,655
Total noncurrent liabilities		~~66,655~~-			-66,655
Total liabilities		~~616~~175,~~990~~553			~~686~~616,~~268~~990
Commitments and contingencies		-			-
Stockholders’ equity (deficit)
Preferred stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock - $0.0001 par value; 100,000,000 shares authorized; 21,316,958 and 397,867 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively		2,131			40
Common stock - $0.0001 par value; 200,000,000 shares authorized; 42,097,552 and 42,633,916 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively		4,208			4,262
Additional paid-in capital		424,~~218~~439,~~829~~016			34,~~059~~216,~~846~~698
Accumulated other comprehensive gain		34,389			-
Accumulated other comprehensive gain (loss)		1,645			34,389
Accumulated (deficit)		(420,~~473~~335,~~739~~582	)		(34,~~485~~473,~~302~~739	)
Total stockholders’ equity (deficit)		~~(218~~4,~~390~~109,287	)		(~~425~~218,~~416~~390	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	~~398~~4,~~600~~284,840		$	~~260~~398,~~852~~600

The accompanying notes are an integral part of these consolidated financial statements.

F-43

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

	2022			2021
	For the Years Ended December 31,
	2021			2020
	2022			2021
Revenue
Sales	$	-		$	-
Total revenue		-			-
Cost of goods sold
Direct costs		-			-
Total cost of goods sold		-			-
Gross profit		-			-
Operating expenses
General and administrative expenses		~~819~~9,~~120~~573,720			~~213~~477,~~728~~040
Management fees – related party		174,721			97,500
Fees paid on acquisition of ETBV – related party		4,120,145			-
Total operating expenses		993,841			311,228
Management fees – related party		1,139,566			137,500
Loss from operations		(993,841	)		(311,228	)
Total operating expenses		14,833,431			614,540
Loss from operations		(14,833,431	)		(614,540	)
Other expenses (income)
Interest expense		~~14,596~~324			~~43,353~~-
Interest expense – related party		-			59,298
Loan forgiveness		-			(20,000	)
Loan forgiveness		(20,000	)
Total other expenses		324			(20,000	)
Equity line write off		-			129,180
Net (loss) from continuing operations		(14,833,755	)	$	(594,540	)
Gain on notes payable cancellation		-			(81,203	)
Discontinued operations (note 9)		(1,028,088	)		(393,897	)
Change in fair value earn-out		-			4,875
Net (loss)		(15,861,843	)	$	(988,437	)
Total other expenses		(5,404	)		155,503
Net (loss) from continuing operations	$	(988,437	)	$	(466,731	)
Net (loss) from discontinued operations (including loss on disposal of $789,425)		-			(944,831	)
Net (loss)	$	(988,437	)	$	(1,411,562	)
Other comprehensive income (loss), net
Foreign currency translation adjustment		34(32,~~389~~744	)		-34,389
Comprehensive (loss)	$	(~~954~~15,~~048~~894,587	)	$	(1954,~~411,562~~048	)
Deemed dividend from Volt acquisition		~~(93,840,427~~-	)		-(93,840,427	)
Net comprehensive loss attributable to common shareholders	$	(9415,~~794~~894,~~475~~587	)	$	(194,~~411~~794,~~562~~475	)
Loss per share (continuing operations)
Basic	$	(0.07	)	$	(1.18	)
Basic and diluted	$	(0.35	)	$	(0.02	)
Diluted	$	(0.07	)	$	(1.18	)
Loss per share (discontinued operations)
Basic	$	0.00		$	(2.40	)
Basic and diluted	$	(0.02	)	$	(0.01	)
Diluted	$	0.00		$	(2.40	)
Loss per share (attributable to common shareholders)
Basic	$	(7.17	)	$	(1.18	)
Basic and diluted	$	(0.38	)	$	(3.59	)
Diluted	$	(7.17	)	$	(1.18	)
Weighted average common shares outstanding
Basic		13,217,639			394,197
Basic and diluted		42,125,672			26,435,278
Diluted		13,217,639			394,197

The accompanying notes are an integral part of these consolidated financial statements.

F-54

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER, 31, ~~2020~~2021

	Common Stock				Preferred Stock				Additional						Accumulated Other		Total Stockholders’
	Number of Shares		Amount		Number of shares		Amount		Paid-In Capital			Accumulated Deficit			Comprehensive Gain (Loss)		~~Stockholders’~~ Equity (Deficit)
Beginning January 1, 2020		386,276	$	39		-	$	-	$	2,970,419		$	(2,073,740	)	$	-	$	896,718
Beginning January 1, 2021		795,734	$	80		-	$	-	$	3,059,806		$	(3,485,806	)	$	-	$	(425,416	)
Stock-based compensation		-20,000		-		-		-		7122,~~993~~500			-			-		7122,~~993~~500
Stock-based compensation, shares
Equity financing		19,000,000		1,900		-		-		1,780,353			-			-		1,782,253
Equity financing		6,302		-		-		-		26,020			-			-		26,020
Conversion of related party debt to equity		6,000,000		600		-		-		596,147			-			-		596,747
Conversion of first fire convertible notes		5,000		1		-		-		15,460			-			-		15,461
Foreign currency translation adjustment		-		-		-		-		-			-			34,389		34,389
Debt extinguishment		-		-		-		-		39,954			-			-		39,954
Volt acquisition		16,818,182		1,682		-		-		92,498,319			-			-		92,500,001
Share issuance		289		-		-		-		-			-			-		-
Deemed dividend on Volt acquisition		-		-		-		-		(93,840,427	)		-			-		(93,840,427	)
Net loss		-		-		-		-		-			(1988,~~411,562~~437	)		-		(1988,~~411,562~~437	)
Ending December 31, 2020		397,867	$	40		-	$	-	$	3,059,846		$	(3,485,302	)	$	-	$	(425,416	)
Ending December 31, 2021		42,633,916	$	4,262		-	$	-	$	4,216,698		$	(4,473,739	)	$	34,389	$	(218,390	)

The accompanying notes are an integral part of these consolidated financial statements.

F-65

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER, 31, ~~2021~~2022

	Common Stock						Preferred Stock				Additional						Accumulated Other			Total Stockholders’
	Number of Shares			Amount			Number of shares		Amount		Paid-In Capital			Accumulated Deficit			Comprehensive Gain (Loss)			~~Stockholders’~~ Equity (Deficit)
Beginning January 1, 2021		397,867		$	40			-	$	-	$	3,059,846		$	(3,485,302	)	$	-		$	(425,416	)
Beginning January 1, 2022		42,633,916		$	4,262			-	$	-	$	4,216,698		$	(4,473,739	)		34,389		$	(218,390	)
Balance		~~397~~42,~~867~~633,916		$	404,262			-	$	-	$	34,~~059~~216,~~846~~698		$	(34,~~485~~473,~~302~~739	)	$	-34,389		$	(~~425~~218,~~416~~390	)
Stock-based compensation		10,000			-			-		-		122,500			-			-			122,500
Sale of Dutch asset		(3,536,364	)		(354	)		-		-		12,602,618			-			(107,473	)		12,494,791
Equity financing		9,500,000			950			-		-		1,781,303			-			-			1,782,253
Stock issuance ETBV acquisition-related party		3,000,000			300			-		-		7,619,700			-			-			7,620,000
Conversion of related party debt to equity		3,000,000			300			-		-		596,447			-			-			596,747
Foreign currency translation adjustment, through date of Dutch asset sale		-						-		-		-			-			60,895			60,895
Foreign currency translation adjustment		-			-			-		-		-			-			3413,~~389~~834			3413,~~389~~834
Volt acquisition		8,409,091			841			-		-		92,499,160			-			-			92,500,001
Net loss		-						-		-		-			(15,861,843	)		-			(15,861,843	)
Deemed dividend on Volt acquisition		-			-			-		-		(93,840,427	)		-			-			(93,840,427	)
Ending December 31, 2022		42,097,552		$	4,208			-	$	-	$	24,439,016		$	(20,335,582	)	$	1,645		$	4,109,287
Net loss		-			-			-		-		-			(988,437	)		-			(988,437	)
Balance		42,097,552		$	4,208			-	$	-	$	24,439,016		$	(20,335,582	)	$	1,645		$	4,109,287
Net income (loss)		-			-			-		-		-			(988,437	)		-			(988,437	)
Ending December 31, 2021		21,316,958		$	2,131			-	$	-	$	4,218,829		$	(4,473,739	)	$	34,389		$	(218,390	)
Balance		21,316,958		$	2,131			-	$	-	$	4,218,829			(4,473,739)		$	34,389		$	(218,390)

The accompanying notes are an integral part of these consolidated financial statements.

F-76

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2022			2021
	For the Years Ended December 31,
	2021			2020
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations	$	(~~988~~15,~~437~~861,843	)	$	(~~466~~988,~~731~~437	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,245			50,462
Issuance of stock – net		7,620,000
Stock-based compensation		122,500			7,993
Asset purchase consideration		3,557,945
Loan forgiveness		(20,000	)		-
Depreciation and amortization		6,224			3,245
Change in fair value contingent consideration		-			4,875
Stock-based compensation		-			122,500
Loan forgiveness		-			(20,000	)
Change in fair value contingent consideration					-
Change in operating assets and liabilities:
Other current assets		~~70,000~~-			9470,~~180~~000
Sales tax receivable		6,381			-
Deferred offering cost		(25,000	)		-
Prepaid expenses and other costs		(10,057	)		(4,671	)
Sales tax receivable		(24,958	)		-
Accounts payable and accrued expenses		(56,313	)		(98,691	)
Prepaid expenses and other costs		(419,921	)		(3,625	)
Net cash used in in operating activities – continuing operations		(872,681	)		(412,583	)
Accounts payable and accrued expenses		(138,820	)		(25,620	)
Net cash provided by operating activities – discontinued operations		-			86,425
Net cash used in in operating activities – continuing operations		(5,286,373	)		(841,937	)
Net cash used in operating activities		(872,681	)		(326,158	)
Net cash provided by operating activities – discontinued operations		971,694			(30,744	)
Net cash used in operating activities		(4,314,679	)		(872,681	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Volt		-			(175,000	)
Loan to VoltH2		-			(1,100,000	)
Cash paid to VoltH2 for notes receivable		(1,100,000	)		-
Cash paid website development costs		(65,305	)		(25,233	)
Cash paid website development costs		(25,233	)		-
Cash paid for purchase of fixed assets		-			(11,101	)
Cash paid for purchase of fixed assets		(11,101	)
Cash paid in asset acquisition – related party, net		(3,281,974	)		-
Cash acquired in business acquisition		~~349,195~~			-349,195
Cash disposed of in disposition of subsidiaries		-			(322,101	)
Cash received of in sale of subsidiaries, net		11,184,512			-
Net cash used in investing activities – continuing operations		~~(787~~7,~~139~~837,233	)		(~~497~~787,~~101~~139	)
Net cash used in investing activities – discontinued operations		-			~~(21,031~~-	)
Net cash used in investing activities		~~(787~~7,~~139~~837,233	)		(~~518~~787,~~132~~139	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from PPP notes payable		-			20,000
Proceeds from related party notes		96,614			-
Proceeds from related party debt		-			580,232
Principal repayment of related party notes		(94,709	)		-
Proceeds from issuance of convertible debt		-			75,000
Repayment of convertible debt					-
Legal fees associated with financing		-			-
Proceeds from equity financing, net of issuance costs		-			1,782,253
Repayment of convertible debt		-			(90,000	)
Net cash provided by financing activities – continuing operations		1,905			1,782,253
Proceeds from equity financing		1,782,253			26,020
Net cash provided by (used in) financing activities – discontinued operations		-			-
Net cash provided by financing activities – continuing operations		1,782,253			611,252
Net cash provided by financing activities		1,905			1,782,253
Net cash provided by (used in) financing activities – discontinued operations		-			(22,243	)
Net increase (decrease) in cash and cash equivalents		3,524,459			122,433
Net cash provided by financing activities		1,782,253			589,009
Effect of foreign currency translation on cash		50,528			8,304
Net increase (decrease) in cash and cash equivalents		122,433			(255,281	)
Cash and cash equivalents - beginning of period		137,839			7,102
Effect of foreign currency translation on cash		24,214			(15,237	)
Cash and cash equivalents - end of period	$	3,712,826		$	137,839
Cash and cash equivalents - beginning of period		7,102			277,620
Cash and cash equivalents - end of period	$	153,749		$	7,102
Supplemental disclosure of non-cash investing and financing activities
Conversion of debt and accrued interest	$	~~596,747~~-		$	-596,747
Conversion of First Fire convertible notes	$	-		$	15,460
Reclassification of deferred offering cost to additional paid in capital	$	-		$	892

The accompanying notes are an integral part of these consolidated financial statements.

F-87

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022, AND ~~2020~~2021

1. ORGANIZATION AND LINE OF BUSINESS

Vision ~~Hydrogen~~Energy Corporation (the “Company”) ~~was~~is ~~incorporated~~a inrenewable energy company developing clean hydrogen production and storage facilities for the ~~state~~commercial, ofindustrial ~~Nevada~~and ontransportation ~~August~~sectors 17through site procurement, ~~2015~~permitting, aspre- ~~H/Cell~~development ~~Energy~~and ~~Corporation~~grid integration. ~~and~~The isCompany ~~based~~seeks into ~~Jersey~~utilize ~~City~~hydrogen as fuel, ~~New~~feedstock, ~~Jersey~~and as a grid balancing & capacitance solution. The Company ~~changed~~is ~~its~~committed to ~~name~~providing tolow ~~Vision~~carbon ~~Hydrogen~~solutions ~~Corporation~~with inhigh ~~October~~yield ~~2020~~hydrogen production, storage and distribution services for the European renewable economy and supply chain.

~~During~~The ~~the~~Company ~~year~~was ~~ended~~incorporated ~~December~~in ~~31, 2020,~~ the ~~Company~~state ~~took~~of ~~significant~~Nevada ~~steps~~on toAugust ~~transition~~17, ~~its~~2015, ~~hydrogen~~as ~~energy~~H/Cell ~~business~~Energy toCorporation ~~focus~~and onis ~~hydrogen production~~based onin aJersey ~~scaled~~City, ~~production~~New ~~plant model~~Jersey. The ~~During~~Company ~~the~~changed ~~period,~~its ~~the~~name ~~Company~~to ~~disposed~~Vision ofHydrogen ~~its~~Corporation ~~interests~~ in ~~both~~October ~~PVBJ~~2020 and ~~Pride~~then ~~(See~~to ~~Note 11~~Vision ~~“Discontinued~~Energy ~~Operations”)~~Corporation in ~~order~~November ~~to facilitate this transition~~2022. AsSince inception ~~part of~~ the ~~disposition the~~ Company ~~provided certain~~has ~~post-closing~~been ~~support~~involved toin ~~both~~the ~~PVBJ~~hydrogen and ~~Pride~~renewable ~~through~~energy ~~Q3 2020~~space. OnThe ~~August~~Company ~~12,~~has ~~2020,~~six ~~pursuant~~subsidiaries: toVision aEnergy ~~Seed Capital Subscription Agreement,~~Holdings ~~the~~AG ~~Company~~(f/k/a ~~made~~VisionH2 ~~an equity investment into VoltH2~~ Holdings AG ~~(“VoltH2”~~), aVision ~~Swiss~~Hydrogen ~~corporation~~BV, ~~developing~~Evolution ~~scalable~~Operating ~~green~~BV, ~~hydrogen production~~Evolution ~~projects~~Terminals ~~primarily~~SPV inII ~~Europe. VoltH2 is currently planning to develop a 25MW green hydrogen production site near Vlissingen~~BV, ~~Netherlands.~~ ~~The~~Evolution ~~investment~~Terminals ~~was for a total purchase price $175~~BV,~~000, representing~~ ~~a 17.5%~~(“ETBV”) ~~equity~~Vision ~~interest~~Energy inUK ~~VoltH2~~Ltd.

~~Effective~~At ~~September~~each 30reporting period, ~~2020~~the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability ~~moved~~to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its ~~principal~~plans ~~office~~alleviate ~~from~~substantial ~~Dallas,~~doubt ~~Texas~~about the Company’s ability to ~~Jersey~~continue ~~City~~as a going concern. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, ~~New~~which ~~Jersey~~might be necessary should the Company be unable to continue as a going concern.

OnAs ~~September~~reflected ~~29,~~in ~~2020~~the financial statements, the Company ~~filed~~had ana ~~amendment~~net toloss ~~and~~from ~~restatement~~continuing operations of ~~its~~$14,833,755 ~~Articles~~along with $5,286,373 of ~~Incorporation~~net ~~with~~cash ~~the~~used ~~Secretary~~in ofoperations ~~State~~for of the ~~State~~year ofended ~~Nevada.~~December ~~Pursuant to the Amendment~~31, ~~the~~2022. ~~Company~~Current ~~(i)~~cash ~~changed~~on ~~its~~the ~~name~~balance ~~from~~sheet ~~H/Cell~~of ~~Energy~~$3,712,826 ~~Corporation~~is toless ~~Vision~~than ~~Hydrogen Corporation~~the ~~(ii)~~net ~~effectuated~~cash aused ~~one-for-twenty~~in ~~(1:20)~~operations ~~reverse~~of ~~split~~$5,286,373 offor the ~~issued~~year ~~and~~ended ~~outstanding~~December ~~shares~~31, of2022. ~~common~~In ~~stock~~addition, of the Company ~~without~~is ~~changing the~~a ~~par~~start ~~value~~up ofin the ~~stock~~renewable energy space and ~~(iii)~~has ~~increased~~generated ~~its~~limited ~~authorized~~revenues ~~shares of common stock from 25,000,000~~ to ~~100,000,000~~date. ~~The Amendment took effect on October 6, 2020.~~

OnDespite ~~October~~generating ~~14,~~cash ~~2020,~~proceeds from the ~~Company~~sale ~~filed an S-1 registration statement offering up to a maximum~~ of ~~12,500,000 shares~~the ofDutch ~~its~~Projects ~~common stock for gross proceeds~~ of $211,~~500~~250,000, ~~before~~ ~~deduction~~demonstrating ofa ~~commissions~~sustainable ~~and~~cash ~~offering~~flow ~~expenses.~~stream ~~The~~in ~~registration~~our ~~statement was declared effective on October 23, 2020. As of the~~business ~~date of this filing~~model, the Company’s ~~has~~financial ~~sold~~results ~~all~~still ~~shares~~represent ~~under the registration statement. On January 29, 2021, Judd Brammah converted his note and interest payable totaling $596,747, together with an additional cash payment of $3,253 for~~ a ~~total~~net ofloss ~~$600,000~~year ~~into 3,000,000 shares of the Company pursuant~~ to ~~the Company public offering of common stock on the Form S-1 registration statement~~date.

OnManagement ~~November~~has 8,evaluated ~~2021, we entered into a Stock Purchase Agreement (~~the ~~“Purchase~~significance ~~Agreement”)~~of ~~with~~these ~~VoltH2~~conditions ~~Holdings AG (“VoltH2”), a Swiss corporation,~~ and ~~the~~under ~~other~~these ~~shareholders~~circumstances ofthese ~~VoltH2~~conditions ~~(each,~~raise asubstantial ~~“Seller”,~~doubt ~~and~~about ~~together,~~ the ~~“Sellers”) pursuant~~ability to ~~which~~continue weas ~~acquired~~a ~~VoltH2~~going ~~(the “Acquisition”)~~concern. ~~VoltH2~~To isalleviate athese ~~European-based~~concerns ~~developer~~the ofCompany ~~clean~~is ~~hydrogen~~planning ~~production facilities~~ for ~~the~~an ~~supply~~equity ofraise ~~commercial~~in ~~offtake~~the ~~volumes~~next ofyear ~~clean~~and ~~hydrogen~~ continuing to ~~manufacturers,~~develop ~~gas~~its ~~and~~newest ~~power~~asset ~~traders, industrial consumers,~~ and ~~both heavy~~evaluate ~~and~~ways ~~marine~~to ~~transportation~~monetize ~~sectors~~the ~~that~~project ~~have~~where ~~pivoted away from carbon emitting energy sources and fuels~~possible.

Pursuant to the Purchase Agreement, we acquired an 84.1% interest of VoltH2, and together with our existing 15.9% ownership interest, we now own 100% of VoltH2. The Acquisition was completed in exchange for 8,409,091 shares of our common stock (the “Consideration Shares”). In connection with the Acquisition, we also entered into an indemnification escrow agreement (the “Escrow Agreement”) with one of the Sellers providing for the periodic release of up to 1,768,182 of the Consideration Shares (the “Escrowed Shares”) and a pledge and security agreement (the “Pledge and Security Agreement”) to grant to us a continuing security interest in the Escrowed Shares to secure such Seller’s indemnity obligations under the Purchase Agreement.

The VoltH2 acquisition was accounted for as an asset acquisition with no step up basis due to the 15.9% ownership of VoltH2 by Vision Hydrogen prior to the acquisition and due to VoltH2 being an early stage company that has not generated revenues and lacks outputs. Since this transaction does not constitute the acquisition of a business, but a transfer of long lived there is no step up in basis. The SEC generally will not permit the recognition of gain in the transferor’s financial statements or a step-up in basis on the transferee’s books for sales or transfers of long-lived assets when related parties are involved. As a result of the Company’s previously held 15.9% interest in VoltH2, it was determined to be a related party. The acquisition consideration consisted of 8,409,098 shares of Vision Hydrogen Corporation common stock granted on the acquisition date of November 8, 2021 at a closing market price of $11. A deemed dividend for the excess share price over cost basis of the net assets of ($1,340,426) was recorded in the amount of $93,840,427.

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going concern.

As reflected in the year-end financial statements, the Company had a net loss $988,437 and net cash used in operations of $872,681 for the year ended December 31, 2021. In addition, the Company is a start up in the renewable energy space and has generated limited revenues to date.

Management has evaluated the significance of these conditions and under these circumstances These conditions raise substantial doubt about the ability to continue as a going concern.To alleviate these concerns Vision is planning multiple equity raises in 2022.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation.

F-9

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Research and development costs

The Company acquired certain in process research and development “IPRD” assets upon the purchase of Evolution Terminals BV. IPRD assets can only be capitalized once project commercialization has been achieved, These assets consisted of a series of reports, estimates, data and other financial models. The Company has elected to expenses these costs as it continues its progress.

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation specifically as it relates to the reclassification of assets, liabilities, operating results, ~~cash flows~~ and ~~the~~cash ~~accumulated comprehensive loss as a result of the Company’s disposition of interests in our PVBJ and Pride subsidiaries~~flows.

~~Accounts~~Comprehensive ~~Receivable~~Gain

~~Accounts~~Comprehensive ~~receivable~~gain ~~are~~consists ~~recorded~~of ~~when~~two ~~invoices~~components, ~~are~~net ~~issued~~gain, and ~~are~~other ~~presented~~comprehensive ~~in the balance sheet net of the allowance for doubtful accounts~~gain. The ~~allowance for doubtful accounts is estimated based on the~~ Company’s ~~historical~~other ~~losses,~~comprehensive ~~the~~gain ~~existing~~is ~~economic~~comprised ~~conditions~~of ~~in the~~foreign ~~construction~~currency ~~industry,~~translation ~~and~~adjustments. ~~the~~The ~~financial~~balance ~~stability~~ of ~~its~~accumulated ~~customers.~~other ~~Accounts~~comprehensive ~~are~~gain ~~written~~is, ~~off~~$1,645 as ~~uncollectible~~of ~~after~~December ~~collection~~31, ~~efforts~~2022, ~~have~~and ~~failed. In addition~~$34,389 ~~the~~at ~~Company does not generally charge interest on past due accounts or require collateral. As of~~ December 31, 2021 ~~and 2020, there was no allowance for doubtful accounts required~~.

~~Comprehensive Gain/Loss~~For the year ended December 31, 2022, the Company recorded a comprehensive gain of $32,744 and $34,389 for the year ended December 31, 2021.

Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive loss is $34,389 as of December 31, 2021. At December 31, 2020 due to the disposition of Pride on May 18, 2020. Comprehensive loss is included in discontinued operations on the statement of operations for year ended December 31, 2020.

The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”).

For the year ended December 31 2021 the Company recorded comprehensive gain of $34,389. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations as of December 31, 2020 due to the disposition of Pride on May 18, 2020. For year ended December 31, 2020, the Company recorded other comprehensive loss of $13,100, which has been included in net loss from discontinued operations on the condensed consolidated statement of operations.

F-10

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

Currency Translation

The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”).

The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”).

For the year ended December 31, 2021, the Company recorded $34,389 in comprehensive gain. For the year ended December 31, 2020, the Company recorded no other comprehensive loss. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations as of December 31, 2020 due to the disposition of Pride on May 18, 2020.F-8

~~Investments~~VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

The Company follows Accounting Standards Codification (“ASC”) 321-10-35-2 “Equity Securities without Readily Determinable Fair Values, to account for its ownership interest in noncontrolled entities. Under this guidance, equity securities that do not have readily determinable fair values (i.e., non-marketable equity securities and do not qualify for the practical expedient to determine the fair value at net asset value (“NAV”) are not required to be accounted for under the equity method are typically carried at cost (i.e., cost method investments) less accumulated impairment. Investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the noncontrolled entity subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

Stock-Based Compensation

The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate and expected dividends. The impact of forfeitures are recorded in the period in which they occur. There are no outstanding awards as of December 31, 2021.

F-11

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022, AND ~~2020~~2021

Website Development Costs

Website development costs were for a new company website created in 2021, updated in 2022 and isare amortized over 3 years.

Leases

~~Please~~Right ~~see~~of ~~note~~use 6assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease right of use asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Property and Equipment, and Depreciation

Property and equipment are stated at cost. Depreciation is generally provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease or the estimated useful life of the improvement.

Repairs and maintenance that do not improve or extend the lives of the property and equipment are charged to expense as incurred.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense.

The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change.

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2020, 2019, and 2018 income tax returns are still open for examination by the taxing authorities.

Asset acquisitions

Asset acquisitions are measured based on their cost to us, including transaction costs incurred by us. An asset acquisition’s cost or the consideration transferred by us is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash we paid to the seller, as well as transaction costs incurred by us. Consideration given in the form of nonmonetary assets, liabilities incurred, or equity interests issued is measured based on either the cost to us or or the fair value of the assets or net assets acquired, whichever is ~~more clearly evident~~clearer. The cost of an asset acquisition is allocated to the assets acquired based on their estimated relative fair values. We engage third-party appraisal firms to assist in the fair value determination of inventories, identifiable long-lived assets, and identifiable intangible assets. Goodwill is not recognized in an asset acquisition. ~~See note 17 for further information.~~

3. GENERAL ~~RELATED~~AND ~~PARTY TRANSACTIONS~~ADMINSTRATIVE

~~The Company~~Our ~~has~~general ~~entered into agreements to indemnify its directors~~ and ~~executive~~administrative expenses ~~officers,~~from incontinuing ~~addition~~operations ~~to the indemnification provided~~ for in the ~~Company’s~~year ~~articles~~ended ofDecember ~~incorporation and bylaws. These agreements~~31, ~~among~~2022 ~~other~~were ~~things~~$9,573,720. This ~~provide~~was ~~for~~comprised ~~indemnification~~ of ~~the~~$7,620,000 ~~Company’s~~non-cash ~~directors~~stock ~~and~~issuance ~~executive~~of ~~officers~~stock, ~~for~~$1,314,574 in ~~certain~~project ~~expenses~~development ~~(including~~costs, ~~attorneys’~~$122,455 in accounting/audit fees), ~~judgments~~$116,138 in ~~fines~~legal ~~and~~fees, ~~settlement~~$108,000 ~~amounts~~in ~~incurred~~consulting byfees, ~~any such person~~ $54,347 in ~~any~~dues ~~action~~and orsubscriptions, ~~proceeding~~$50,402 in ~~including~~investor ~~any~~relations, ~~action by or~~ $93,000 in ~~the~~director ~~right of the Company~~fees, ~~arising~~and ~~out~~$94,804 ofin ~~such~~miscellaneous ~~person’s~~expense. ~~services~~For asthe ayear ~~director~~ended orDecember ~~executive~~31, ~~officer~~2021we ofincurred ~~the Company~~$477,040 ~~any subsidiary~~ of ~~the~~general ~~Company~~and oradministrative ~~any~~expenses ~~other~~consisting ~~company or~~of ~~enterprise~~$130,875 toin ~~which~~accounting ~~the~~fees, $122,500 ~~person~~in ~~provided~~stock ~~services~~based atcompensation, ~~the~~$105,517 ~~Company’s~~in ~~request.~~legal ~~The~~fees, ~~Company~~$48,500 ~~believes~~in ~~that~~director ~~these~~fees, ~~provisions~~$44,124 ~~and~~in ~~agreements are~~dues ~~necessary to attract~~ and ~~retain~~subscriptions, ~~qualified persons as directors~~ and ~~executive~~$25,524 in ~~officers.~~miscellaneous fees,

~~In October 2020, the Company filed a registration statement on Form S~~F-1 with the Securities and Exchange Commission, whereby the Company registered 12,500,000 shares of its common stock for sale as a company offering. First Finance Limited which is an investment firm of which co-CEO Andrew Hromyk is a principal bought 1,000,000 shares.9

~~There~~VISION ~~was~~ENERGY ~~$137,500~~CORPORATION ~~and $86,250 of management fees expensed for the years ended December 31, 2021 and December 31, 2020 to Turquino Equity LLC (“Turquino”),~~ f/k/a ~~former~~VISION ~~significant~~HYDROGEN ~~shareholder owned by our former Chief Executive Officer and Chief Financial Officer. Services provided were continuing the management positions of the Company.~~CORPORATION

There was $37,221 and $0 of management fees expensed for the years ended December 31, 2021 and December 31, 2020 to Volt Energy B.V. a company owned by our co-CEO Andre Jurres for the management position of the Company.

On January 2, 2018 and February 8, 2019, the Company and Andrew Hidalgo (“Hidalgo”), completed a Convertible Debenture Agreement whereby Hidalgo, the Company’s Chief Executive Officer, lent us an aggregate of $275,000 (the “Hidalgo Notes”). On January 2, 2018 and February 8, 2019, the Company and Michael Doyle (“Doyle”), a then director of the Company, completed a Convertible Debenture Agreement whereby Doyle lent the Company an aggregate of $275,000 (the “Doyle Notes”).

F-12

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022, AND ~~2020~~2021

The Company recorded a $395,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid4. On January 3, 2020, the Company entered into an amendment agreement (the “Amendment”) with two of its directors (the “Holders”) to convertible notes issued by the Company to the Holders in January 2018 (the “2018 Notes”). Pursuant to the Amendment, which was effective as of January 2, 2020, the maturity date of the 2018 Notes was amended from January 2, 2020 to February 8, 2021, and the Holders waived any defaults that might have occurred prior to the date of the Amendment.LEASES

As a result of these changes, management determined debt extinguishment which was applied and the new notes were recorded at their fair value resulting in a discount of approximately $40,000 and a gain on extinguishment of this amount recorded to additional paid in capital.

May 18, 2020 Purchase and Sale Agreement

On May 18, 2020, the Company’s Board of Directors authorized the Company, in accordance with Nevada Statute 78.565, to complete and execute the May 18, 2020 Purchase and Sale Agreement between the Company and Turquino providing for the Company’s sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. Pursuant to Nevada Statute Section 78.565, approval of the Agreement only required the approval of the board of directors and did not require shareholder approval. The Company obtained a valuation of the fair market value of Pride from an independent third party which valued Pride at $425,000. The Agreement provides that the Parties mutually release one another and discharge and release the other party (and their respective current and former officers, directors, employees, shareholders, note holders, attorneys, assigns, agents, representatives, predecessors and successors in interest), from any and all claims, demands, obligations, or causes of action. Hidalgo, our Chief Executive Officer, and a managing member of Turquino, is a related party in connection with the Exchange Agreement, the Notes, and the Agreement.

On June 19, 2020, the Company entered into a Promissory Note with Judd Brammah, a director of the Company, for a principal amount up to $230,332 bearing interest with interest at 6% per annum. The entire principal and interest of the Promissory Note are due on June 19, 2021. The proceeds from the note was used to pay accrued expenses of the Company.

Effective July 17, 2020, Judd Brammah lent the Company $50,000 at 6% per annum payable on the due date, June 19, 2021.

Effective July 22, 2020, Judd Brammah lent the Company $299,900 at 6% per annum payable on the due date of June 19, 2021. The Company accrued and expensed $16,515 in interest on these notes in 2020 and no interest in 2021.

On January 29, 2021, Judd Brammah converted his note and interest payable totaling $596,747, together with an additional cash payment of $3,253 for a total of $600,000 into 3,000,000 shares of the Company pursuant to the Company public offering of common stock on the Form S-1 registration statement.

On November 8, 2021 Andrew Hidalgo, our former Chief Executive Officer, has been appointed as our Senior Vice-President. Mr. Hidalgo also resigned as a director. Also on November 8, 2021, the Company entered into a services agreement (the “Turquino Services Agreement”) with Turquino Equity LLC providing for payment of $25,000 per month for Mr. Hidalgo’s continued service to the Company and for Matthew Hidalgo’s continued services as Chief Financial Officer.

On November 8, 2021, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VoltH2 Holdings AG (“VoltH2”), a Swiss corporation, and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which we acquired VoltH2 (the “Acquisition”). First Finance Limited Europe which is an investment firm of which co-CEO Andrew Hromyk is a principal owned 725,000 shares of VoltH2.

Andre Jurres is a director of the IT consulting company Diablo ICT B.V. For the year ended December 31, 2021 Volt H2 paid Diablo $7,860 for IT services rendered.

4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

Cash is maintained at an authorized deposit taking institution (bank) incorporated in the United States and The Netherlands is insured by the U.S. Federal Deposit Insurance Corporation and the Dutch Central Bank up to $250,000 and $114,000 respectively. As of December 31, 2021 hold and December 31, 2020 the balances were fully covered.

5. MAJOR CUSTOMERS

Due to the sale of Pride and PVBJ the Company had no major customers for the year ended December 31, 2021 or 2020

F-13

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

6. LEASES

Operating Leases

For leases with a term of 12 months or less, the Company is permitted to make and has made an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and we recognize lease expense for such leases on a straight-line basis over the lease term.

The Company maintains its principal office at 95 Christopher Columbus Drive, 16th Floor Jersey City, NJ 07302. ~~The Company moved in October 2020 and its office is in a shared office space provider, at a cost of $99 per month and currently the lease is month-to-month.~~

~~Right of~~The ~~use~~Company ~~assets~~holds ~~represent~~a ~~the~~Long ~~right~~Lease toAgreement with ~~use~~North anSea ~~underlying~~Port ~~asset~~ for ~~the~~a ~~lease~~16.4 ~~term~~hectare ~~and~~site ~~lease~~at ~~liabilities~~which ~~represent~~ the Company’s ~~obligation to~~is ~~make~~developing ~~lease~~its ~~payments~~Green ~~arising~~Energy ~~from~~Hub ~~the lease~~project. ~~Operating~~The ~~lease~~Company ~~right~~pays ofa ~~use~~reservation fee ~~assets~~to ~~and~~North ~~liabilities~~Sea ~~are~~Port ~~recognized~~during ~~at commencement date based on~~ the ~~present~~development ~~value~~phase of ~~lease~~the ~~payments~~project, ~~over~~and from the ~~lease~~date ~~term.~~of Asexecution ~~most~~ of the ~~Company’s~~notarial ~~leases~~deed, doEvolution ~~not~~Terminals B.V. ~~provide~~will anpay ~~implicit rate,~~ the ~~Company~~full ~~uses~~annual anleasehold ~~incremental~~fee ~~borrowing~~for ~~rate~~a ~~based~~term onof ~~the~~forty ~~information~~years ~~available~~with ata ~~commencement~~one-time ~~date~~option into ~~determining~~extend ~~the~~for ~~present~~a ~~value~~further ten years for a total of ~~lease~~fifty ~~payments~~years. ~~The~~In ~~operating~~the ~~lease~~first ~~right~~two-years post-execution of ~~use~~the ~~asset~~notarial ~~also~~deed, ~~excludes~~the ~~lease~~annual ~~incentives.~~leasehold ~~The~~fee ~~Company’s~~will ~~lease~~be ~~terms~~discounted ~~may~~by ~~include~~50% ~~options~~ to ~~extend~~reduce orland ~~terminate~~lease ~~the~~costs ~~lease~~during ~~when~~construction. itOnce isthe ~~reasonably~~notarial ~~certain~~deed ~~that~~is executed, the Company will ~~exercise~~account ~~that~~for ~~option.~~the ~~Lease~~long ~~expense for~~ lease as ~~payments~~listed isin ~~recognized~~Note ~~on a straight-line basis over the lease term~~2.

In determining the discount rate to use in calculating the present value of lease payments, the Company estimates the rate of interest it would pay on a collateralized loan with the same payment terms as the lease by utilizing bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor.

Upon the purchase of Volt on November 8, 2021 the Company acquired a lease for new office space in the Netherlands, for a term of three years. The Company analyzed this lease and determined that this agreement meets the definition of a lease under ASU 2016-02 as it provides management with the exclusive right to direct the use of and obtain substantially all of the economic benefits from the identified leased asset, which is the office space. Management also analyzed the terms of this arrangement and concluded it should be classified as an operating lease, as none of the criteria were met for finance lease classification. As there was only one identified asset, no allocation of the lease payments was deemed necessary. Management did not incur any initial direct costs associated with this lease. As of the commencement date, a right of use asset and lease liability of $102,331 was recorded on the consolidated balance sheet based on the present value of payments in the lease agreement. Per review of the lease agreement, there was no variable terms identified and there is no implicit rate stated. Therefore, the Company determined the present value of the future minimum lease payments based on the incremental borrowing rate of the Company. The incremental borrowing rate was determined to be 4%, as this is the rate which represents the incremental borrowing rate for the Company, on a collateralized basis, in a similar economic environment with similar payment terms.

The future minimum payments on operating leases for each of the next three years and in the aggregate amount to the following:

SCHEDULE OF OPERATING LEASES PAYMENTS

2022	$	43,500
2023		43,500
2024		39,875
Total lease payments		126,875
Less: present value discount		(20,255	)
Total operating lease liabilities	$	106,620

The weighted-average remaining term of the Company’s operating leases was 2.8 years and the weighted-average discount rate used to measure the present value of the Company’s operating lease liabilities was 4% as of December 31, 2021.

Rent expense for the years ended December 31, 2021 and 2020 was $5,474 and $1,319, respectively, and is included in “General and Administrative” expenses on the related statements of operations.

As of December 31, 2020, the Company had no operating leases.

Finance Leases

As of December 31, ~~2021~~2022, and December 31, ~~2020~~2021, the Company had no finance leases.

75. ~~STOCK~~RECENT ~~OPTIONS~~ACCOUNTING ~~AWARDS AND GRANTS~~PRONOUNCEMENTS

On May 12, 2021 and November 12, 2021 directors Michael Doyle and Charles Benton were each awarded 2,500 shares each.

A summary of the stock grant activity and related information is as follows:

SCHEDULE OF STOCK GRANT ACTIVITY

	Shares		Share Price		Value
May 12, 2021 Grants		5,000	$	15.00	$	75,000
November 12, 2021 Grants		5,000	$	9.50	$	47,500
Total		10,000		-	$	122,500

As of December 31, 2021, there was no unrecognized compensation expense as all option holders had their options forfeited through the sale of Pride and PVBJ.

F-14

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

8. SEGMENT INFORMATION

Prior to the disposition of Pride and PVBJ, the Company’s business was organized into two reportable segments: renewable systems integration revenue and non-renewable systems integration revenue. Due to the sale of both Pride and PVBJ (See Note 11 ‘Discontinued Operations’) the Company operates in only one reportable segment. Please refer to the Management’s Discussion and Analysis for further detail.

9. NOTES PAYABLE

QRIDA Loan

On May 6, 2020, the Company entered into a loan for $160,410 with the Queensland Rural and Industry Development Authority. (“QRIDA”) The interest rate was 2.5% with a term of ten years and the first year being interest free. Through the disposition of Pride, the Company no longer has this loan as a liability on its balance sheet as of December 31, 2020.

2020 Convertible Note Financing

On January 15, 2020, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with FirstFire, pursuant to which the Company issued a $85,250 principal amount convertible note (the “2020 Note”) for gross proceeds of $77,500, with an original discount issuance of $7,750. The transaction closed on January 16, 2020. The Company incurred $2,500 of legal fees for this transaction.

On June 18, 2020, the Company and FirstFire entered into a settlement agreement whereby both the 2019 Note and 2020 Note were cancelled and all remaining amounts due under the above notes were settled for $90,000. The Company has no further obligations with respect to any of the notes under terms of the First Fire Note settlement.

The Company incurred $2,289 of interest expense in 2019 and $7,438 in 2020 which both amounts were accrued on the balance sheet. There was an early termination penalty of $19,953. The unamortized discount of the notes was $171,203 on the cancellation date of May 20, 2020.

The Notes were cancelled, and all remaining contractual obligations there under were extinguished under terms of a Settlement and Release Agreement which resulted in a gain on the statement of operations of $81,203 for the year ended December 31, 2020.

Paycheck Protection Program Loan

On May 5, 2020, the Company entered into a term note with Comerica Bank, with a principal amount of $20,000 pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a promissory note. The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. Beginning in November 2022, the Company will make 18 equal monthly payments of principal and interest with the final payment due in April 2022. The PPP Term Note may be accelerated upon the occurrence of an event of default.

The PPP Term Note is unsecured and guaranteed by the United States Small Business Administration. On January 21, 2021, the PPP Term Note was fully forgiven and as a result, the Company recorded a gain on the forgiveness in accordance with ASC-470.

Director Related Party Note

On June 19, 2020, the Company entered into a promissory note with Judd Brammah, a director of the Company, for the principal amount up to $230,332 bearing interest at 6% per annum. The entire principal and interest upon the promissory note are due on June 19, 2021.

F-15

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

Effective July 17, 2020, Judd Brammah lent the Company $50,000 at 6% per annum payable on the due date, June 19, 2021. The Company incurred interest expense of $628 for year ended December 31, 2020. Effective July 22, 2020, Judd Brammah lent the Company $299,900 at 6% per annum payable on the due date of June 19, 2021.

10. CAPITAL RAISE

On July 9, 2019, the Company entered into an equity financing agreement with GHS Investments LLC (the “GHS Financing Agreement”); in connection therewith, the Company filed a Form S-1 Registration Statement (the “S-1”) registering up to 1,750 Common Stock Shares, which S-1 was declared effective on July 31, 2019. On May 21, 2020, the offering was terminated.

In October 2020, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission, whereby the Company registered 12,500,000 shares of its common stock for sale as a company offering. The registration statement was declared effective in October 2020. The Company sold a total of 12,500,000 shares of Common Stock in January 2021 for total consideration of $2,500,000. The consideration consisted of $596,747 of debt converted to equity (see Note 19) and gross cash proceeds of $1,903,253. The Company incurred $70,000 of legal fees and a $51,000 consulting fee in connection with the capital raise.

11. DISCONTINUED OPERATIONS

Sale of PVBJ

On April 21, 2020, the Company’s Board of Directors authorized its resale of PVBJ pursuant to the following terms: (a) the outstanding $221,800 earn-out liability that was used as consideration towards the purchase of PVBJ; (b) Paul Benis agreed to apply the remaining salary due to him, as prorated from the Closing Date to the expiration date of the Employment Agreement (January 31, 2021), to the purchase of PVBJ by Benis Holdings LLC as additional consideration thereof and (c) as additional consideration for the purchase of PVBJ by Benis Holdings LLC, PVBJ shall continue to be responsible for the line of credit (see below).

Sale of Pride

On May 18, 2020, the Company executed a Purchase and Sale Agreement with Turquino providing for its sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations.

There were no discontinued operations for the year ended December 31, 2021. The results of discontinued operations for the year ended December 31, 2020 are as follows:

SCHEDULE OF DISCONTINUED OPERATIONS

	Year Ended December 31, 2020
PVBJ
Revenue
Sales	$	722,786
Total revenue		722,786
Cost of goods sold
Direct costs		560,328
Total cost of goods sold	$	560,328
Selling, general and administrative		230,807
Net income (loss) for period	$	(68,349	)

F-16

VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

	Year ended December 31, 2020
Pride
Revenue
Sales	$	1,474,460
Total revenue		1,474,460
Cost of goods sold
Direct costs		1,121,121
Total cost of goods sold	$	1,121,121
Selling, general and administrative		440,396
Net income (loss) for period	$	(87,057	)

Gain (loss) from discontinued operations:

SCHEDULE OF GAIN/LOSS ON DISCONTINUED OPERATIONS

Results from discontinued operations	$	(155,406	)
Loss on disposal of assets		(789,425	)
Loss from discontinued operations	$	(944,831	)

12. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued ASU 2016-02 and issued subsequent amendments to the initial guidance thereafter. This ASU requires an entity to recognize a right of use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification of the underlying lease as either finance or operating. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for the Company on January 1, 2019. Entities are required to adopt ASU 2016-02 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). The Company adopted the new standard on its effective date.

In February ~~June 2018~~2016, the FASB issued ASU ~~2018~~2016-~~07, Compensation~~02 -and ~~Stock~~issued ~~Compensation~~subsequent ~~(ASC~~amendments ~~718): Improvements~~ to ~~Nonemployee~~the ~~Share-Based~~initial ~~Payment~~guidance ~~Accounting~~thereafter. (“This ASU ~~2018-07”).~~requires an ~~ASU~~entity ~~2018-07~~to ~~simplifies~~recognize ~~the~~a ~~accounting~~right of use asset and lease liability for ~~nonemployee~~all ~~share-based~~leases ~~payment~~with ~~transactions~~terms of more than 12 months. ~~Consequently~~Recognition, measurement, and presentation of expenses will depend on classification of the ~~accounting~~underlying ~~for~~lease ~~share-based~~as either finance or operating. ~~payments~~Similar modifications have been made to ~~nonemployees~~lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and ~~employees~~qualitative disclosures about leasing arrangements. Leases will be ~~substantially~~classified ~~aligned~~as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard ~~will become~~ was effective for the Company ~~beginning~~ on January 1, 2019,. ~~with~~Entities ~~early~~are ~~adoption~~required ~~permitted~~to adopt ASU 2016-02 using a modified retrospective transition method. Full retrospective transition is prohibited. The ~~Company~~guidance ~~has~~permits ~~adopted~~an ~~this~~entity to apply the standard’s ~~and~~transition provisions ~~has~~at noeither ~~impact~~the onbeginning ~~its~~of ~~consolidated~~the earliest comparative period presented in the financial statements ~~and~~or ~~disclosures~~the beginning of the period of adoption (i.e., on the effective date). The Company adopted the new standard on its effective date.

In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for non-employee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard will become effective for the Company beginning January 1, 2019, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures.

In August 2018, the FASB issue ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The new standard will become effective for the Company January 1, 2020, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures.

F-10

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022, AND 2021

In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The Company has adopted this standard and there is no impact on the current financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company has ~~not yet~~ adopted this standard and ~~there~~has is no impact ~~expected~~ on ~~the~~its ~~current~~consolidated financial statements and disclosures.

~~F-17~~6. DISCONTINUED OPERATIONS

~~VISION~~On ~~HYDROGEN~~November ~~CORPORATION~~8, 2021, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VoltH2 Holdings AG (“VoltH2”), a Swiss corporation, and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which we acquired VoltH2 (the “Acquisition”). VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels.

Pursuant to the Purchase Agreement, we acquired an 84.1% interest in VoltH2, and together with our existing 15.9% ownership interest, we now own 100% of VoltH2.

The VoltH2 acquisition was accounted for as an asset acquisition with no step-up basis due to our 15.9% ownership of VoltH2 prior to the acquisition, and due to VoltH2 being an early-stage company that had not generated revenues and lacked output. Since this transaction is not an acquisition of a business but a transfer of long-lived assets (primarily) between two non-operating companies no step-up in basis was allowed. Both entities are non-operating entities and the fair value business combination rules do not apply. When related parties are involved, the SEC generally will not permit the recognition of gain in the transferor’s financial statements or a step-up in basis on the transferee’s books for sales or transfers of long-lived assets. No exceptions are permitted on transactions between a parent company and a subsidiary or between subsidiaries of the same parent, other than in regulated industries when a nonregulated subsidiary sells manufactured goods to a regulated affiliate. The acquisition consideration consisted of 16,818,182 shares of our common stock issued on the acquisition date of November 8, 2021, at a closing market price of $5.50. A deemed dividend for the excess share price over cost basis of the net assets of ($1,340,426) was recorded in the amount of $93,840,427.

At December 31, 2021 the Company had $93,602 in current assets held for sale, $129,552 of non-current assets held for sale offset by $507,273 of current liabilities for sale and $66,655 of non-current liabilities for sale.

There were no acquisition related costs for the Company for the years ended December 31, 2022, and 2021.

The following pro forma financial information presents the combined results of operations of VoltH2 and the Company for the year ended December 31, 2021. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of 2021.

The unaudited pro forma results presented include amortization charges for acquired intangible assets, interest expense and stock-based compensation expense.

Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2021.

	Year Ended December 31, 2021
Revenues	$	-
Net income (loss)	$	(2,798,673	)
Net income per share:
Basic and diluted	$	(0.16	)

F-11

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022, AND ~~2020~~2021

13On May 6, 2022, we, through our wholly owned Swiss subsidiary, VoltH2 Holdings AG (“VoltH2”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Volt Energy BV (the “Purchaser”) pursuant to which we agreed to sell our 100% interest in our Vlissingen green hydrogen development project and our 50% interest in our Terneuzen green hydrogen development project and related assets (the “Dutch Projects”) to the Purchaser in exchange for $11,250,000 and the 3,536,364 shares of our common stock held by the Purchaser (the “Purchase Price”). ~~INVESTMENTS~~The Purchase Agreement closed on May 11, 2022. There was $623,078 in costs related to the disposition. Due to the related party nature of the transaction the $11,250,000 cash component of the purchase price and related gain on the sale of the Dutch Projects is a part of paid in capital on the balance sheet as there is no step-up in basis when related parties are involved. VoltH2 has been renamed VisionH2 Holdings AG.

On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, the Company made an equity investment of 175,000 shares into VoltH2 a Swiss corporation developing scalable green hydrogen production projects primarily in Europe. VoltH2 is currently developing a 25MW green hydrogen production site near Vlissingen, Netherlands. The ~~investment was for a total purchase price of $175,000, representing~~ aresults ~~16% equity interest in VoltH2. Due to the lack~~ of ~~readily~~discontinued ~~determinable~~operations fair value of VoltH2, and because this investment does not qualify for the practical expedient to determine fair value using NAV, this investment has been recorded at cost. The Company will continually evaluate the treatment of this investment each reporting period to determine if a fair value can be determined, and if so will reassess the accounting for this investment. The Company considers whether the fair value of its investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that the recorded value may not be recoverable. The Company reviews its investments for other-than-temporary impairment whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Investments identified as having an indication of impairment are subject to further analysis to determine if the impairment is other-than-temporary and this analysis requires estimating the fair value of the investment. The determination of fair value of the investment involves considering factors such as current economic and market conditions, the operating performance of the entities including current earnings trends and forecasted cash flows, and other company and industry specific information. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. follows:

~~The remaining equity interest~~ SCHEDULE ofOF ~~VoltH2~~DISCONTINUED ~~was acquired November 8, 2021 resulting in consolidation accounting see Note 7.~~OPERATIONS

14. NOTES RECEIVABLE

	Year ended December 31, 2022			Year ended December 31, 2021
Selling, general and administrative expenses		1,028,088			393,897

Discontinued operations for the period	$	(1,028,088	)	$	(393,897	)

~~Effective June~~ 7~~, 2021, we loaned VoltH2 $100,000, payable on September 1, 2021~~. ~~The~~ASSET ~~loan~~ACQUISTION isFROM ~~non-interest~~RELATED bearing and evidenced by a promissory note issued to us by VoltH2 (the “Note”). VoltH2 may prepay the Note in whole or in part at any time or from time to time without penalty or premium. We currently own approximately 16% of VoltH2. Our Board of Directors approved the foregoing transaction.PARTY

~~Effective~~On ~~June~~May 2830, ~~2021~~2022, we ~~loaned~~entered ~~VoltH2~~into ~~$500,000,~~a ~~payable~~Stock onPurchase ~~September~~Agreement 1,(the ~~2021.~~“Purchase ~~The~~Agreement”) ~~loan~~with isEvolution ~~non-interest~~Terminals ~~bearing~~B.V., ~~and evidenced by~~ a ~~promissory~~Dutch ~~note~~corporation ~~issued to us by VoltH2~~ (~~the~~ “~~Note~~ETBV”)., ~~VoltH2~~and ~~may~~ETBV’s ~~prepay~~sole ~~the~~shareholder. ~~Note~~ETBV inis ~~whole~~developing ora ingreen ~~part~~energy atterminal ~~any~~for ~~time~~the orstorage ~~from~~and ~~time to time~~handling ~~without penalty or premium. We currently own approximately 16%~~ of ~~VoltH2.~~sustainable ~~Our~~products ~~Board~~and ~~of Directors approved the foregoing transaction~~fuels.

~~Effective~~On ~~August~~May 2530, ~~2021~~2022, we ~~loaned~~entered ~~VoltH2~~into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“ETBV”) pursuant to which we acquired ETBV (the “Acquisition”) from an investment firm of which our CEO is principal for a purchase price of $3,500,000, in ~~payable~~cash onand ~~November 1~~3,000,000 shares ~~2021.~~of ~~The~~our ~~loan~~common stock. ETBV is ~~non~~the owner of a 16.4-~~interest~~hectare ~~bearing~~port ~~and~~development ~~evidenced~~project byfor athe ~~promissory~~storage and distribution of low ~~note~~carbon ~~issued~~and torenewable usfuels, byincluding ~~VoltH2~~hydrogen ~~(the~~carriers ~~“Note”~~such as ammonia, methanol and liquid organics, located in Vlissingen (Flushing). ~~VoltH2~~at ~~may~~the ~~prepay~~mouth of the ~~Note~~Westerschelde estuary in ~~whole~~the orNetherlands. inThe ~~part~~Acquisition atclosed ~~any~~on ~~time~~May or31, 2022. ~~from~~The ~~time~~transaction towas ~~time~~considered and ~~without~~approved ~~penalty~~by ora ~~premium~~committee comprised of our independent directors. ~~Our~~As ~~Board~~a ofresult, ~~Directors~~the ~~approved~~combination of the ~~foregoing~~Company ~~transaction~~and ETBV is considered a related party asset acquisition.

~~Effective~~The ~~August~~asset 25had capitalized project development costs which consisted of financial models, ~~2021~~environmental impact assessments, welayout ~~entered~~drawings, terminal ~~into~~operation ansimulations, ~~amendment~~and ~~(the~~other ~~“June~~various 7permitting ~~Amendment”)~~reports toand astorage ~~promissory~~designs. ~~note~~These ~~issued~~capitalized project development costs were determined to ~~VoltH2~~be onIn-Process-Research-and-Development ~~June~~(“IPRD). 7,In-Process-Research-and-Development ~~2021~~can only be capitalized ~~(The~~under ~~“June~~GAAP 7once ~~Note”)~~project viability has been achieved. Since the acquisition was related party, ~~pursuant~~the toaccounting ~~which~~should be acknowledged at predecessor cost and not historical cost. Predecessor cost is what the ~~Payment~~predecessor ~~Date~~owner ~~(as~~had ~~defined~~recorded, inand per the ~~June~~explanation 7above, all ~~Note)~~the amounts are expensed. The total purchase price consideration was ~~changed~~expensed ~~from~~in ~~September~~the 1year ended December 31, ~~2021~~2022, consisted of $3,500,000 toin ~~November~~acquisition 1costs, ~~2021.~~$7,620,000 in ~~Our~~issuance ~~Board~~of stock at a price of ~~Directors~~$2.54 offset ~~approved~~by ~~the~~$57,945 in ~~foregoing~~liabilities ~~amendment~~acquired.

Effective August 25, 2021, we entered into an amendment (the “June 28 Amendment”) to a promissory note issued to VoltH2 on June 28, 2021 (The “June 28 Note”), pursuant to which the Payment Date (as defined in the June 28 Note) was changed from September 1, 2021 to November 1, 20218. ~~Our~~INCOME ~~Board of Directors approved the foregoing amendment.~~TAXES

All note receivables referenced above are netted out in the consolidation due to 100% ownership of VoltH2 as of November 8, 2021.

15. INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

F-1812

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022, AND ~~2020~~2021

The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand ~~challenge~~challenges, if any, from taxing authorities. When facts and circumstances change, the Company ~~reassesses~~reassess these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense.

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. ~~The Company’s 2020, 2019 and 2018 income tax returns are still open for examination by the taxing authorities.~~

The components of income tax expense (benefit) from continuing operations are as follows:

		2021		2020
		2022		2021
		Year Ended December 31,
		2021		2020
Current		2022		2021
Current
U.S. Federal	$	-	$	-
U.S. State and local		-		-
Netherlands		-		-
Total current		-		-

		2021		2020
		2022		2021
		Year Ended December 31,
		2021		2020
Deferred		2022		2021
Deferred
U.S. Federal	$	-	$	-
U.S. State and local		-		-
Netherlands		-		-
Total deferred		-		-
Total income tax expense		-		-

At December 31, ~~2021~~2022 and ~~2020~~2021, the Company had deferred tax assets from continuing operations loss of $~~871~~840,~~374~~247 and $1518,~~050~~669,~~000,~~ respectively, against which a valuation allowance of $14,~~230~~658,~~092~~ 290 and $1,~~050~~230,~~000~~092, respectively, had been recorded. The change in the valuation allowance for the year ended December 31, ~~2021~~2022, was an increase of $~~180~~3,~~092~~428,198. The increase in the valuation allowance for the year ended December 31, ~~2021~~2022, was mainly attributable to an increase in ~~the capital loss carryforward~~share-based compensation, which resulted in an increase in the Company’s deferred tax asset. The Company periodically assesses the likelihood that it will be able to recover the deferred tax asset. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income.

~~Significant components of deferred tax assets from continuing operations at December 31, 2021 and 2020 were as follows:~~F-13

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022, AND 2021

Significant components of deferred tax assets from continuing operations at December 31, 2022 and 2021 were as follows:

	2021			2020
	2022			2021
	December 31,
	2021			2020
Deferred tax assets:	2022			2021
Deferred tax assets:
Net operating loss carryforward		558,696			626,469
Net operating loss carryforward		518,669			373,000
Capital loss carryforward		677,000			677,000
Capital loss carryforward		833,923			677,000
Share-based compensation		2,131,547			34,423
Share-based compensation		(122,500	)		-
Gross deferred tax asset		3,367,243			1,337,891
Gross deferred tax asset		1,230,092			1,050,000
Less: valuation allowance		(3,367,243	)		(1,337,891	)
Less: valuation allowance		(1,230,092	)		(1,050,000	)
Net deferred tax assets		-			-

169. INCOME (LOSS) PER SHARE

The following table sets forth the information needed to compute basic loss per share. There are no dilutive securities.

Continuing Operations:

	Year Ended December 31, 2021			Year Ended December 31, 2020
	Year Ended December 31, 2022			Year Ended December 31, 2021
Net (loss) from continuing operations	$	(~~988~~14,~~437~~833,755	)	$	(~~466~~594,~~731~~540	)
Weighted average common shares outstanding		1342,~~217~~125,~~639~~672			~~394~~26,~~197~~435,278
Basic net loss per share	$	(0.0735	)	$	(10.1802	)

Discontinued Operations:

	Year Ended December 31, 2021			Year Ended December 31, 2020
	Year Ended December 31, 2022			Year Ended December 31, 2021
Net loss	$	-(1,028,088	)	$	(~~944~~393,~~831~~897	)
Weighted average common shares outstanding		1342,~~217~~125,~~639~~672			~~394~~26,~~197~~435,278
Basic net loss per share	$	(0.002	)	$	(30.5801	)

~~Comprehensive~~Total Comprehensive loss attributable to common shareholders:

SCHEDULE OF COMPREHENSIVE LOSS ~~TABLE TEXT BLOCK~~

	Year Ended December 31, 2021			Year Ended December 31, 2020
Net comprehensive loss attributable to common shareholders	$	(94,794,475	)	$	(1,411,562	)
Total Net comprehensive loss attributable to common shareholders	$	(15,894,587	)	$	(94,794,475	)
Weighted average common shares outstanding		1342,~~217~~125,~~639~~672			~~394~~26,~~197~~435,278
Basic net loss per share	$	(70.1738	)	$	(03.0059	)

F-1914

VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022, AND ~~2020~~2021

1710. ~~BUSINESS~~RELATED ~~ACQUISITION~~PARTY TRANSACTIONS

OnThe ~~November~~Company 8,has ~~2021~~entered into agreements to indemnify its directors and executive officers, wein ~~entered~~addition ~~into~~to athe ~~Stock~~indemnification ~~Purchase~~provided ~~Agreement~~for in (the ~~“Purchase~~Company’s ~~Agreement”)~~articles ~~with~~of ~~VoltH2~~incorporation ~~Holdings~~and AGbylaws. ~~(“VoltH2”)~~These agreements, a ~~Swiss~~among ~~corporation~~other things, ~~and~~provide for indemnification of the Company’s ~~other~~directors ~~shareholders~~and ofexecutive ~~VoltH2~~officers for certain expenses (~~each,~~including aattorneys’ ~~“Seller”~~fees), ~~and together~~judgments, ~~the~~fines ~~“Sellers”)~~and ~~pursuant~~settlement toamounts ~~which~~incurred weby ~~acquired~~any ~~VoltH2~~such ~~(the~~person ~~“Acquisition”).~~in ~~VoltH2~~any isaction aor ~~European-based~~proceeding, ~~developer~~including ofany ~~clean~~action ~~hydrogen~~by ~~production~~or ~~facilities for~~in the ~~supply~~right of ~~commercial~~the ~~offtake~~Company, ~~volumes~~arising out of ~~clean~~such ~~hydrogen~~person’s toservices ~~manufacturers,~~as ~~gas~~a ~~and~~director ~~power~~or ~~traders,~~executive ~~industrial~~officer ~~consumers~~of the Company, ~~and~~any ~~both~~subsidiary of the Company or any other company ~~heavy~~or ~~and~~enterprise ~~marine~~to ~~transportation~~which ~~sectors~~the person provided services at the Company’s request. The Company believes that ~~have~~these ~~pivoted~~provisions ~~away~~and ~~from~~agreements are ~~carbon~~necessary ~~emitting~~to ~~energy~~attract ~~sources~~and retain qualified people as directors and ~~fuels~~executive officers.

~~Pursuant~~During to2020 ~~the~~a ~~Purchase~~director ~~Agreement, we acquired an 84.1% interest~~ of ~~VoltH2,~~the ~~and~~Company ~~together~~lent ~~with~~the ~~our~~Company ~~existing 15.9% ownership~~a ~~interest,~~total ~~we now own 100%~~ of ~~VoltH2. The Acquisition was completed in exchange for 8~~$596,~~409,091 shares~~747 ofat ~~our~~6% ~~common~~per ~~stock (the “Consideration Shares”)~~annum. ~~The~~On ~~market~~January ~~price~~21, of2021, the ~~shares~~note ~~were~~and ~~$11~~accumulated oninterest was ~~the closing date of November 8~~converted, ~~2021. In~~along ~~connection~~ with ~~the~~a ~~Acquisition,~~cash wepayment ~~also entered into an indemnification escrow agreement (the “Escrow Agreement”) with one~~ of ~~the~~$3,253 ~~Sellers providing~~ for ~~the~~a ~~periodic~~total ~~release~~ of up$600,000, tointo 16,~~768~~000,~~182~~ 000 shares of the ~~Consideration~~Company’s ~~Shares~~common stock (~~the~~ “~~Escrowed~~ Shares”) ~~and~~pursuant ~~a pledge and security agreement (the “Pledge and Security Agreement”)~~ to ~~grant to us a continuing security interest in~~ the ~~Escrowed Shares to secure such Seller~~Company’s ~~indemnity~~public ~~obligations~~offering ~~under~~(see ~~the~~“Note ~~Purchase Agreement~~7”).

~~The~~On ~~VoltH2~~November ~~acquisition~~8, ~~was~~2021, ~~accounted~~we ~~for~~acquired ~~as an asset acquisition with no step up basis due to~~ the ~~15.9~~84% ~~ownership~~ of VoltH2 byHoldings ~~Vision~~AG ~~Hydrogen Corporation prior to the acquisition and due to~~ (“VoltH2”) ~~being~~which anwe ~~early~~did ~~stage company that has~~ not ~~generated~~already ~~revenues~~own ~~and~~from ~~lacks~~the ~~outputs.~~ other shareholders ~~Since~~of ~~this~~VoltH2 ~~transaction~~for is16,818,182 ~~not~~shares. anAn ~~acquisition~~investment firm of awhich ~~business~~our ~~but~~CEO ~~yet~~is aprincipal ~~transfer~~owned of725,000 ~~long~~shares ~~lived assets~~ (~~primarily~~66%) ~~between~~of ~~two non-operating companies there is no step up in basis allowed~~VoltH2. ~~Both~~VoltH2 ofhas ~~the entities are non-operating entities and the fair value business combination~~been ~~rules~~renamed doVisionH2 ~~not~~Holdings ~~apply~~AG. ~~When~~ ~~related~~On ~~parties~~May ~~are~~11, ~~involved~~2022, ~~the~~we ~~SEC~~sold ~~generally~~our ~~will~~Vlissingen ~~not~~and ~~permit~~Terneuzen ~~the~~green ~~recognition~~hydrogen ofdevelopment ~~gain~~projects inand ~~the~~related ~~transferor’s~~assets ~~financial~~to ~~statements~~Volt orEnergy BV, a ~~step-up~~company incontrolled ~~basis~~by ~~on the transferee’s books for sales or transfers of long-lived assets. No exceptions are permitted on transactions between~~ a ~~parent~~former ~~company~~director and ~~a subsidiary or between subsidiaries of the same parent~~co-CEO, ~~other than~~ in ~~regulated~~exchange ~~industries when~~for ~~a nonregulated subsidiary sells manufactured goods to a regulated affiliate. The acquisition consideration consisted of 8~~$11,~~409~~250,~~0981 shares~~000 ofand ~~Vision Hydrogen Corporation common stock granted on~~ the ~~acquisition date of November 8~~3,536,364 ~~2021~~shares atheld aby Volt ~~closing~~Energy ~~market price of $11~~BV. A ~~deemed dividend for the excess share price over cost basis of the net assets of~~ (~~$1,340,426)~~see ~~was~~“Note ~~recorded in the amount of $93,840,427.~~9”)

~~For~~On ~~the~~May ~~year~~30, ~~ended~~2022, ~~December~~we ~~31,~~acquired ~~2021~~Evolution Terminals B.V., ~~acquisition~~a ~~related~~Dutch ~~costs~~corporation (“ETBV”) from an investment firm of which our CEO is principal for ~~the~~a ~~Company~~purchase ~~were~~price ~~minimal~~of $3,500,000 and ~~are~~3,000,000 ~~included~~shares inof ~~general~~our ~~and~~common ~~administration expenses~~stock. (see “Note 10”).

~~Pro~~On ~~forma~~June ~~results~~20, 2022, we entered into a Management Services Agreement with a company controlled by our CEO pursuant to which we receive executive, business consulting and advisory, business development and other services. The Agreement is for ~~Vision~~an initial term of three years and will automatically renew for one or more additional two-year renewal periods unless terminated. ~~giving~~The ~~effect~~fee tounder the ~~Volt~~Management Services Agreement is $100,000 per month which will increase on each anniversary by the greater of the previous year’s change in the United States Consumer Price Index plus 2%, or 5%. ~~acquisition~~All amounts related to this agreement were expensed and paid during the year.

The following pro forma financial information presents the combined results of operations of Volt and the Company for the year ended December 31, 2021 and 2020. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of 2021 and 2020.F-15

~~The~~VISION ~~unaudited~~ENERGY ~~pro~~CORPORATION ~~forma~~f/k/a ~~results~~VISION ~~presented~~HYDROGEN ~~include amortization charges for acquired intangible assets, interest expense and stock-based compensation expense.~~CORPORATION

~~Pro~~NOTES ~~forma~~TO ~~financial~~CONSOLIDATED ~~information~~FINANCIAL ~~is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2021.~~ STATEMENTS

~~SCHEDULE OF~~DECEMBER ~~PRO~~31, ~~FORMA~~2022, ~~FINANCIAL~~AND ~~INFORMATION~~2021

		Year Ended December 31, 2021			Year Ended December 31, 2020
Revenues	$	-		$	-
Net income (loss)	$	(2,798,673	)	$	(1,735,647	)
Net income per share:
Basic	$	(0.16	)	$	(4.40	)

11. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

18Cash is maintained at an authorized deposit-taking institution (bank) incorporated in the United States, Canada and The Netherlands and is insured by the U.S. ~~PROPERTY~~Federal ~~AND~~Deposit ~~EQUIPMENT~~Insurance Corporation (FDIC), the Canada Deposit Insurance Corporation (CDIC) and the Dutch Central Bank (DNB) up to $250,000, $73,000 and $114,000 respectively. As of December 31, 2022, the balance was fully covered with the FDIC and was $3,025,100 and $430,871 in excess of the CDIC and DNB insured limit, respectively.

At12. ~~December~~SHARE ~~31, 2021 and December 31, 2020, property and equipment were comprised of the following:~~CAPITAL

~~SCHEDULE~~The Company currently has 42,097,552 OFshares ~~PROPERTY~~issued ~~AND~~and ~~EQUIPMENT~~outstanding, along with 200,000,000 authorized. We have 5,000,000 authorized of preferred stock and zero issued and outstanding.

	December 31, 2021		December 31, 2020
Furniture and fixtures (5 to 7 years)	$	-	$	-
Machinery and equipment (5 to 7 years)		-		-
Computer and software (3 to 5 years)		22,932		-
Auto and truck (5 to 7 years)		-		-
Leasehold improvements (life of lease)		-		-
Property and equipment gross		22,932		-
Less accumulated depreciation		-		-
Property and equipment net	$	22,932	$	-

For the year ended December 31, 2021 there was 20,000 shares issued in relation to stock based compensation and 16,818,182 shares issued for the Volt acquisition.

~~There~~In ~~was~~October no2020, ~~depreciation~~the ~~expense~~Company ~~for~~filed a registration statement on Form S-1 with the ~~years~~Securities ~~ended~~and ~~December~~Exchange 31Commission, ~~2021~~whereby ~~and~~the Company registered 25,000,000 shares of its common stock for sale as a company offering. The registration statement was declared effective in October 2020. The ~~computers~~Company ~~and~~sold ~~software~~a ~~were~~total ~~just~~of ~~ordered~~25,000,000 shares of common stock in January 2021 for total consideration of $2,500,000. The consideration consisted of $596,747 of debt converted to equity (see Note 12) and gross cash proceeds of $1,903,253. The Company incurred ~~installed~~$70,000 of legal fees and a $51,000 consulting fee in ~~2022~~connection with the capital raise.

19For the year ended December 31, 2022 there was 3,536,364 shares returned to treasury in regards to the sale of our Dutch Properties and 3,000,000 shares at $2.54 ~~WEBSITE~~a ~~DEVELOPMENT~~share ~~COSTS~~issued for the ETBV acquisition.

~~The tables~~On ~~below~~November ~~present~~8, 2022, we effectuated a two-for-one ~~reconciliation~~(2:1) forward split of ~~the~~our ~~Company’s~~common ~~website~~stock, ~~development~~$0.0001 par ~~costs:~~value per share, and simultaneously increased our number of authorized shares of common stock from 100,000,000 to 200,000,000. All common and per share amounts have been restated to give retroactive effect to the share consolidation.

~~SCHEDULE OF~~13. ~~WEBSITE DEVELOPMENT~~STOCK ~~COSTS~~OPTIONS AWARDS AND GRANTS

Balance at January 1, 2021	$	-
Purchases		28,847
Amortization		(3,254	)
Balance at December 31, 2021	$	25,233

There was no stock option activity from the 2016 Incentive Stock Option Plan for both years ended December 31, 2021 and 2022. As of December 31, 2022, there was no unrecognized compensation expense or dilutive securities.

2014. ~~SALES~~SUBSEQUENT ~~TAX RECEIVABLE~~EVENTS

On January 10, 2023, the Company incorporated three new subsidiaries to accommodate strategic initiatives for prospective partners, operators and launching customers for its integrated Green Energy Hub development in North Sea Port of Vlissingen, the Netherlands. Vision Hydrogen BV is a project development company to develop, own and operate the Company’s planned ammonia cracking facility, for back-cracking imported green ammonia to hydrogen gas as a service. It is planned that the ammonia cracking facility will integrate with the Company’s import, storage and handling terminal development in Vlissingen via a short pipeline enabling dedicated storage and handling capacity for imported green ammonia feedstock, subject to additional studies and obtaining all requisite permits and approvals. The Company has also incorporated ~~tables~~“Evolution ~~below~~Terminals ~~present~~Operating BV”, a ~~reconciliation~~dedicated operating entity to jointly own and operate logistics infrastructure under a joint operating agreement on behalf of the ~~Company~~terminal in the event that the terminal’s ~~sales~~tank ~~tax~~storage ~~receivable:~~assets are owned by more than one strategic equity partner, and “Evolution Terminals SPV II BV”, a special purpose vehicle to be utilized for joint ownership of specific storage assets with a strategic launching customer or partner.

~~SCHEDULE~~On March 7, 2023 the Company announced it has filed the Environmental Impact Assessment known in the Netherlands OFas ~~SALES~~the “Milieueffectrapportage” or “MER”. The MER is a detailed and comprehensive environmental report that combines ~~TAX~~more ~~RECEIVABLE~~than 25 individual reports and independent studies and represents a significant component of the Dutch permitting process for the Company’s Green Energy Hub development in the North Sea Port of Vlissingen, the Netherlands.

Balance at January 1, 2021	$	-
Sales tax receivable		60,613
Balance at December 31, 2021	$	60,613

F-16

21. SUBSEQUENT EVENTS

On March 7, 2022, we, through our wholly owned subsidiary, entered into a services agreement (the “Services Agreement”) with Volt Energy B.V., a shareholder of 8.3% of our outstanding common stock controlled by our Co-Chief Executive Officer and director Andre Jurres, pursuant to which we agreed to pay Mr. Jurres’ entity €225,000 or equivalent to $244,125 per year with a discretionary annual bonus of up to €112,500 or equivalent to $122,063. The Services Agreement is effective as of December 1, 2021 and expires February 28, 2023 with an option for renewal upon mutual agreement.

F-20

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A – CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

a) Due to our small size, we did not have sufficient personnel in our accounting and financial reporting functions. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate review of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis; and b) We lacked sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements and the approval of related party transactions.

We also intend to create written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements in the future.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, ~~2021~~2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and
	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

(3)

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible enhancements to controls and procedures.

We conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our principal executive officer and principal financial officer conclude that, at December 31, ~~2021~~2022, our internal control over financial reporting was not effective for the ~~reason~~reasons discussed above.

This annual report does not include an attestation report by M&K CPAS PLLC, our independent registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

ITEM 9B – OTHER INFORMATION

None.

19ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The names of our executive officers and directors and their age, title, and biography as of March 3110, ~~2022~~2023, are set forth below:

Name	Age	Position Held with our Company	Date First Elected or Appointed
Andrew Hromyk	5557	~~Co-~~Chief Executive Officer and Director	November 8, 2021
Andre Jurres	58	Co-Chief Executive Officer and Director	November 8, 2021
Matthew Hidalgo	40	Chief Financial Officer, Treasurer and Secretary	August 17, 2015
Matthew Hidalgo	38	Chief Financial Officer, Treasurer and Secretary	August 17, 2015
Judd Brammah	55	Director	June 26, 2020
Judd Brammah	53	Director	June 26, 2020
Michael A. Doyle	69	Director	May 12, 2021
Michael A. Doyle	67	Director	May 12, 2021
Charles F. Benton	73	Director	May 12, 2021
Charles F. Benton	71	Director	May 12, 2021
Arron Smyth	44	Executive Vice President	November 8, 2021
Arron Smyth	42	Executive Vice President	November 8, 2021
Andrew Hidalgo	65	Senior Vice President	November 8, 2021

Business Experience

The following is a brief account of the education and business experience of each director and executive officer of our Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Andrew Hromyk – Co-Chief Executive Officer and Director.

~~Andrew~~Since is1995, aMr. ~~founding~~Hromyk ~~shareholder~~has been Principal of ~~VoltH2~~First Finance Limited and ~~has~~its ~~been~~predecessor, anCentury ~~active~~Capital ~~investor~~Management inLtd., ~~and~~Private ~~operator~~Equity firms with a proven track record of ~~numerous~~returning ~~development~~significant value to stakeholders by making early mover strategic investments in advance of developing markets or cycles through both private and public companies. ~~during~~Mr. ~~his~~Hromyk ~~30-year~~has supported and operated chemical and energy operations domestically ~~career~~in the Permian Basin, Central and South Texas, Arkansas, Alberta and internationally. ~~Since~~An ~~1995~~active investor, Mr. Hromyk has been ~~Principal~~involved with companies developing a diverse range of ~~First~~technologies, ~~Finance~~from ~~Limited~~enhanced and ~~its~~conventional ~~sister~~hydrocarbon ~~company~~recovery ~~Century~~processes ~~Capital~~to ~~Management~~wireless infrastructure ~~Ltd~~and has participated in numerous industrial and commercial real estate developments., Mr. Hromyk has served as a director of several private ~~equity~~companies ~~investment~~that ~~advisory~~became ~~group~~publicly ~~based~~traded inon ~~Vancouver~~NASDAQ, NYSE, TSX. Mr. Hromyk studied Economics at Chaminade University and the University of British Columbia. He was nominated to the Board of Directors due to his experience in his ability to maximize shareholder return.

Andre Jurres – Co-Chief Executive Officer and Director.

Andre is a founding shareholder of VoltH2, and brings over 20 years’ experience across the energy and telecom sectors. Mr. Jurres has served as the Managing Director of VoltH2 since June 2020. Mr. Jurres has also served as the Managing Director of Volt Energy B.V. since 2017. Mr. Jurres was a co-founder of NPG Energy, an operator of green power projects in the Benelux region, and served as NPG Energy’s Managing Director until 2017. Mr. Jurres was founder and Chief Executive Officer of Essent Belgium, a residential and commercial energy supplier in Belgium. Mr. Jurres has also held other senior positions with Dong Energy, TeliaSonera, Belgacom and KPN mobile.

Matthew Hidalgo – Chief Financial Officer, Treasurer and Secretary.

~~Matt~~Mr. Hidalgo is responsible for financial management and ~~operations.~~operation ~~Matt~~and has over 15 years of experience in finance, accounting, operations, ~~restructuring~~ restructuring and the integration of acquisitions. Matt has been a Managing Partner at Turquino since its formation in August 2013. Between ~~February~~ February 2010 and December 2013, he was the controller and operations manager for WPCS International – Trenton, Inc., WPCS’ ~~largest~~ ~~subsidiary,~~largest ~~managing over $30 million in annual revenue~~subsidiary. Between February 2008 and February 2010, Matt managed accounting functions for several Australian subsidiaries of WPCS. After graduating Pennsylvania State University with a B.S. in Accounting, he began his career as an accountant for PriceWaterhouse Coopers LLP, where he focused on preparing financial statements and partnership allocations for hedge funds and private equity firms.

Judd Brammah – Director

Mr. Brammah was appointed as a director on June 26, 2020. Since 2011, he has been the Chief Executive Officer of Synergy Medical Technologies, a United Kingdom based company that focuses on orthopedic medical devices and technologies used by healthcare professionals. Mr. Brammah received a Bachelor of Science degree in engineering from London South Bank University. After graduation, he worked for Xerox Corporation and then entered ~~into~~ the medical devices field with Howmedica, Stryker Corporation, and Wright Medical Technologies. Mr. Brammah has extensive experience in research and consulting for multi-national medical device companies, which led to his founding of Synergy Medical Technologies. He was nominated to the Board of Directors due to his experience in consulting for multi-national companies.

2021

Michael A. Doyle – Director

For over 25 years, Mr. Doyle was a key executive for Comcast Corporation where he was the President of the largest division of the multi-billion -dollar Comcast Cable group representing over 18,000 employees. Mr. Doyle has been recognized by the National Cable Television Association with induction into its prestigious Cable Pioneers organization. He has also served as chairman of the management board for New England Cable News. Mr. Doyle has received the Distinguished Communications Award for Excellence in Journalism from the International Association of Business Communicators. Mr. Doyle received his B.A. from Drew University where he is also a member of their Athletic Hall of Fame. He was nominated to the Board of Directors due to his experience in business operations.

Charles F. Benton – Director

Mr. Benton has over 30 years of experience in finance, operations, and business development with major corporations. Formerly, he ~~directed~~ directed the distribution services and supply chain for Ascena Retail Group, Inc., which is a leading national specialty retailer of women’s apparel operating over 1,800 retail stores in the United States. Mr. Benton also worked 20 years for Consolidated Rail Corporation (CONRAIL) where he was responsible for finance, operations, and business development. Between July 2012 and January 2018, Mr. Benton served as a director of, and chaired the audit committee of, DropCar, Inc. (formerly, WPCS International Incorporated), and served as the chairman of the Board between August 2015 and January 2018. Mr. Benton is a graduate of St. Joseph’s University with a B.S. degree in Accounting. He was nominated to the Board of Directors due to his experience in financial reporting.

Arron Smyth – Executive Vice President

Arron has over 17 years of business experience spanning financial services, investment banking, business leadership and operations in both developed and emerging markets. Since 2018, Mr. Smyth has been Managing Director Europe for the First Finance group of companies, developing and supporting the group’s private equity investments and projects including Evolution Terminals, a Netherlands-based developer of tank terminal and port infrastructure for the bulk storage and handling of clean and sustainable energy products. From 2015 to 2018, Mr. Smyth was a corporate advisor at Brandon Hill Capital.

Andrew Hidalgo – Senior Vice President

With over 25 years of experience in business planning, operations, mergers, acquisitions, financing, corporate governance, SEC compliance and investor relations, Mr. Hidalgo is responsible for the strategic direction and development of the company. He is a Managing Partner at Turquino Equity LLC which is a firm that focuses on private equity investments. Formerly, he was the Founder, Chairman and CEO of WPCS International Incorporated which grew to over $100 million in profitable annual revenue. At WPCS, he raised over $40 million of equity financing and acquired 19 companies on three continents while achieving a NASDAQ Global Market listing. Prior experience included operational and business development roles with 3M, Schlumberger and General Electric where he was a member of the corporate business development committee.

Family Relationships

Matthew Hidalgo is the son of Andrew Hidalgo.

Board Independence and Committees

We are not required to have any independent members of the Board of Directors. The ~~board~~Board of ~~directors~~Directors has determined that ~~Judd~~Mr. Brammah, Mr. ~~Andrew~~Doyle, ~~Hromyk~~ and ~~Andre~~Mr. ~~Jurres~~Benton are each ~~has a relationship with the company which, in the opinion of the board of directors, would not allow him to be considered as an~~ “independent director” as such term is defined in the Marketplace Rules of The NASDAQ Stock Market.

AsAudit of the date of this annual report, we do not have any active Board committees and the Board as a whole carries out the functions of audit, nominating and compensation committees. We expect our Board of Directors, in the future, to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee. We intend to appoint such persons to committees of the Board of Directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek a listing on a national securities exchange. In addition, we intend that a majority of our directors will be independent directors, of which at least one director will qualify as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated by the SEC. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place.Committee

~~Except~~Charles asBenton, ~~may~~Michael beDoyle, ~~provided~~and inJudd Brammah make up our ~~bylaws~~audit committee, weand doCharles ~~not~~Benton ~~currently~~chairs ~~have~~the ~~specified~~audit ~~procedures~~committee. inThe ~~place~~audit ~~pursuant~~committee’s duties, to which ~~whereby~~are ~~security~~specified ~~holders~~in ~~may recommend~~our ~~nominees~~Audit toCommittee ~~the~~Charter, ~~Board~~include, ofbut ~~Directors.~~are not limited to:

21● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; ● pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

●	keeping the Company’s independent auditors informed of the Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the Company;

●	reviewing and discussing with the Company’s independent auditors the auditors’ evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related parties; and

●	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Financial Experts on Audit Committee

The board of directors has determined that [Charles Benton] qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Compensation Committee

Charles Benton and Michael Doyle as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Both Mr. Benton and Mr. Doyle are independent. [Charles Benton] serves as chair of the compensation committee.

Our compensation committee charter details the principal functions of the compensation committee, including:

	●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

	●	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

	●	reviewing on an annual basis our executive compensation policies and plans;

	●	implementing and administering our incentive compensation equity-based remuneration plans;

	●	assisting management in complying with our proxy statement and annual report disclosure requirements;

	●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

	●	if required, producing a report on executive compensation to be included in our annual proxy statement; and

	●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

The initial members of our nominating and corporate governance are Charles Benton and Michael Doyle. [Charles Benton] serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

	●	determining the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director;

	●	identifying and screening individuals qualified to become members of the Board, consistent with the Director Criteria;

	●	developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

	●	overseeing our policies and procedures with respect to the consideration of director candidates recommended by stockholders, including the submission of any proxy access nominees by stockholders;

	●	coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

	●	reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which security holders may recommend nominees to the Board of Directors.

Compliance with Section 16(a)

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on Vision’s review of the copies of the forms received during the fiscal year ended December 31, 2022, we believe that there was only one late report filed by one of the Company’s officers, directors and greater than 10% stockholders. Our Chief Financial Officer, Matthew Hidalgo, failed to file a Form 4 regarding his November 16, 2022, sale of 250,000 shares of the Company’s common stock within the prescribed two-business day window.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. AOur ~~copy of the~~ Code of ~~Business~~ Business Conduct and Ethics is incorporated by reference as an exhibit to this Annual Report.

Involvement in Certain Legal Proceedings

Our Directors and Executive Officers have not been involved in any of the following events during the past ten years:

1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

2224

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

4.	being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5.	being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self- regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 11 – EXECUTIVE COMPENSATION

Executive Officer Compensation

The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer and one other highest paid individual whose total annual salary and bonus exceeded $100,000 for fiscal years ~~2021~~2022 and ~~2020~~2021.

Name & Principal Position	Year		~~Salary ($)~~	Salary ($)		~~Bonus ($)~~	Bonus ($)		~~Stock Awards ($)~~	Stock Awards ($)		~~Option Awards ($)~~	Option Awards ($)		~~Other ($)~~	Other ($)			~~Total ($)~~	Total ($)
Andre Jurres	2021			-			-			-			-			54,699	(1)			54,669
Andrew Hromyk		2022			-			-			-			-			800,000	(1)			800,000
Co-Chief Executive Officer	2020			-			-			-			-			-				-
Chief Executive Officer		2021			-			-			-			-			-				-
Matthew Hidalgo	~~2021~~	2022		-	-		-	-		-	-		-	-		~~137,500~~	~~(2)~~233,000	(2)		~~137,500~~	233,000
Chief Financial Officer	~~2020~~	2021		-	-		-	-		-	-		-	-		~~97,500~~	~~(2)~~137,500	(2)		~~97,500~~	137,500
Andrew Hidalgo	2021			-			-			-			-			137,500	(2)			137,500
Former Chief Executive Officer	2020			-			-			-			-			97,500	(2)			97,500

	(1)	Represents management fees paid to Volt Energy B.V., of which Mr. Jurres is a managing partner.
	(2)	Represents total management fees of $137,500 and $97,500 in each of 2021 and 2020, paid to Turquino Equity LLC, of which Andrew and Matthew Hidalgo are managing partners. Andrew Hidalgo resigned as Chief Executive Officer and a director in November 2021.

(1) Represents management fees paid to First Finance Ltd., of which our CEO is a managing partner.

~~Option/SAR Grants~~ in(2) ~~Fiscal~~Represents ~~Year~~total ~~Ended~~management ~~December~~fees 31of $108,000 paid directly to Matthew Hidalgo and $125,000 and $137,500 in each of 2022 and 2021 paid to Turquino Equity LLC, of which Matthew Hidalgo is managing partner.

Option/SAR Grants in Fiscal Year Ended December 31, 2022

None.

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

AsIn ~~part~~November ~~of the Acquisition~~2021, the Company ~~acquired~~entered into a services agreement with Turquino Equity LLC, an entity controlled by ~~Andres Jurres pursuant to which~~ Mr. ~~Jurres~~Hidalgo, providing ~~was~~for ~~paid~~payment ~~€225~~of $25,000 per ~~year~~month ~~with~~for aMr. ~~discretionary~~Hidalgo’s ~~annual~~continued ~~bonus~~service ~~of up~~ to ~~€112,500~~the Company. This agreement expired ~~November~~May 308, ~~2021 and was replaced by a new services agreement with substantially similar terms that expires in February 2023~~2022.

~~Andrew~~On ~~Hidalgo~~May 22, 2022, our ~~former~~board ~~Chief~~of ~~Executive~~directors ~~Officer,~~approved ~~was~~and ~~appointed~~entered asinto an Employment Agreement (the “Employment Agreement”) with Matthew Hidalgo, our ~~Senior~~Chief ~~Vice-President~~Financial inOfficer, ~~November~~effective ~~2021~~May 9, 2022. ~~Also~~Mr. inHidalgo ~~November~~previously ~~2021,~~provided ~~the~~services as our Chief Financial ~~Company~~Officer ~~entered~~pursuant ~~into~~to a services agreement we entered into with Turquino Equity LLC, anon ~~entity~~November ~~controlled~~8, ~~by Mr. Hidalgo~~2021, ~~providing~~which provided for payment of $25,000 per month ~~for~~and ~~Mr.~~which ~~Hidalgo’s~~expired ~~continued~~on ~~service~~May 8, 2022, pursuant to ~~the~~its ~~Company~~terms. The Employment Agreement is for a one-year term and provides for ~~Matthew~~an ~~Hidalgo’s~~annual ~~continued~~monthly ~~services~~base assalary ~~Chief~~of ~~Financial Officer~~$13,500.

On June 20, 2022, we entered into a Management Services Agreement (the “Management Agreement”) with First Finance Europe Ltd. (“First Finance”), a UK corporation controlled by our Chief Executive Officer, Andrew Hromyk, pursuant to which First Finance provides services to us for $100,000 per month (the “Service Fee”) beginning May 1, 2022. The services provided for under the Management Agreement include executive services, business consulting and advisory, business development, management of information technology structure provision and implementation, corporate and operational accounting, human resources support, treasury controls, credit and risk control, and marketing support. The Management Agreement is for an initial term of three years and will automatically renew for one or more additional two-year renewal periods unless earlier terminated pursuant to the terms and conditions outlined in the Management Agreement. The Service Fee will increase by the greater of (i) an amount equal to the previous year’s change in the United States Consumer Price Index and 2% or (ii) 5% on each anniversary of June 20, 2022.

Director Compensation

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Total ($)
Michael Doyle		12,750		61,250		74,000
Charles Benton		12,750		61,250		74,000
Judd Brammah		23,000		-		23,000

The following table sets forth the summary compensation information for each of our non-employee directors for the fiscal year ended December 31, 2022

We account for stock-based instruments issued to directors in accordance with ASC Topic 718. The fair value of the award is calculated by multiplying the number of shares by our stock price on the date of issuance. The valuation assumptions used in calculating the value of stock awards is set forth in Note 7 to our audited consolidated financial statements included herein.

Name	Fees Earned or Paid in Cash ($)		Total ($)
Michael Doyle		30,000		30,000

Charles Benton		30,000		30,000

Judd Brammah		24,000		24,000

23On June 20, 2022, our Board of Directors approved an increase in the compensation of the non-management members of our Board. Effective April 1, 2022, non-management members of our Board receive $2,000 monthly and an additional $500 monthly for members of our audit committee, payable on a quarterly basis.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 31, ~~2022~~2023:

	●	by each person who is known by us to beneficially own more than 5% of our common stock;

	●	by each of our officers and directors; and

	●	by all of our officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Vision ~~Hydrogen~~Energy Corporation, 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ, 07302.

NAME OF OWNER	NUMBER OF SHARES OWNED (1)		PERCENTAGE OF COMMON STOCK (2)
Directors and Named Executive Officers
Andrew Hromyk (3)		718,~~560~~120,~~347~~694		3043.1004	%
Andre Jurres (4)		1,768,182		8.30	%
Matthew Hidalgo		50,000		0.12	%
Matthew Hidalgo (5)		250,000		1.17	%
Michael Doyle		10,000		0.02	%
Michael Doyle		5,000		0.00	%
Charles Benton		10,000		0.02	%
Charles Benton		5,000		0.00	%
Arron Smyth (4)		100,000		0.24	%
Andrew Hidalgo (5)		250,000		1.17	%
Judd Brammah		5,927,856		14.08	%
Arron Smyth (6)		50,000		0.00	%
Officers and Directors as a Group (6 persons)		24,218,550		57.53	%
Judd Brammah		2,963,928		14.00	%
Officers and Directors as a Group (8 persons)		12,602,457		59.12	%

(1) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(2) Percentage based upon 2142,~~316~~097,~~958~~552 of common stock issued and outstanding as of March 31, ~~2022~~2023.

(3) Represents (i) ~~969~~1,~~438~~938,876 shares of common stock owned by First Finance Limited and 616,~~590~~181,~~909~~818 shares owned by First Finance Europe Limited. Andrew Hromyk is a director of both entities and has voting and dispositive power over the shares held by such entity, and ~~therefore~~ therefore deemed a beneficial owner of such shares.

(4) Represents (i) 1100,~~768,182~~000 shares of common stock owned by ~~Volt~~Charlwood ~~Energy~~Projects BLtd.V. ~~Andre~~Arron ~~Jurres~~Smyth is Managing Partners of ~~Volt~~Charlwood Projects ~~Energy B~~Ltd.V. and has voting and dispositive power over the shares held by such entity, and therefore deemed a beneficial owner of such shares.

~~(5)~~Securities ~~Represents~~Authorized ~~(i)~~for ~~250,000~~Issuance ~~shares~~Under ~~of common stock owned by Turquino~~ Equity ~~LLC.~~Compensation ~~Matthew~~Plan Hidalgo and Andrew Hidalgo are Managing Partners of Turquino Equity LLC, and have voting and dispositive power over the shares held by such entity, and therefore deemed beneficial owners of such shares. Andrew Hidalgo resigned as Chief Executive Officer and a director in November 2021.

~~(6)~~The ~~Represents~~following ~~(i)~~table ~~50,000~~sets ~~shares~~forth ofinformation ~~common~~about ~~stock~~our ~~owned~~equity bycompensation ~~Charlwood~~plans ~~Projects~~as ~~Ltd. Arron Smyth is Managing Partners~~ of ~~Charlwood~~December ~~Projects Ltd. and has voting and dispositive power over the shares held by such entity~~31, ~~and therefore deemed a beneficial owner of such shares~~2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise prices of outstanding options, warrants and rights		Number of securities remaining available for future issuance under the equity compensation plans (excluding securities reflected in column (a))
		(a)		(b)
Equity compensation plans approved by security holders		-	$	-		-
Equity compensation plans not approved by security holders		0		-		2,510,000
Total		0		-		2,510,000

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as disclosed below or in the executive compensation section of this annual report, during the last two fiscal years, there have been no transactions, or proposed transactions, in which our company was or is to be a participant where the amount involved exceeds the lesser of $120,000 or one percent of the average of our company’s total assets at year-end and in which any director, executive officer or beneficial holder of more than 5% of the outstanding Common Stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering ~~into~~ transactions ~~with~~ with affiliated parties.

24On November 8, 2021, we entered into a Stock Purchase Agreement with VoltH2, and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which we acquired VoltH2 (the “Acquisition”). VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels. Pursuant to the Purchase Agreement, we acquired an 84.1% interest of VoltH2, and together with our existing 15.9% ownership interest, we now own 100% of VoltH2. The Acquisition was completed in exchange for 8,409,091 shares of our common stock (the “Consideration Shares”).

OnWe ~~April~~have ~~21,~~entered ~~2020,~~into ~~the~~agreements ~~Company~~to ~~sold~~indemnify ~~its~~our ~~wholly-owned~~directors ~~subsidiary~~and ~~PVBJ~~executive ~~Inc.~~officers, ~~(“PVBJ”)~~in ~~back~~addition to ~~Benis~~the ~~Holdings~~indemnification ~~LLC~~provided ~~(“Benis Holdings”),~~for ~~from~~in ~~which~~our articles ~~the~~of ~~Company~~incorporation ~~previously~~and ~~bought~~bylaws. ~~PVBJ~~These agreements, ~~pursuant~~among toother ~~the~~things, ~~following~~provide ~~terms~~for ~~(a)~~indemnification ~~the~~of ~~outstanding~~our ~~$221,800~~directors ~~earn-out~~and executive ~~liability~~officers ~~was~~for ~~used~~certain asexpenses ~~consideration~~(including ~~towards~~attorneys’ ~~the purchase of PVBJ; (b~~fees), ~~Paul~~judgments, ~~Benis~~fines ~~agreed~~and tosettlement ~~apply~~amounts ~~the~~incurred ~~remaining~~by ~~salary~~any ~~due~~such toperson in ~~him~~any byaction ~~the Company~~or proceeding, asincluding ~~prorated~~any ~~from~~action ~~the~~by ~~closing~~or ~~date~~in to the ~~expiration~~right ~~date~~ of ~~the~~our ~~employment agreement (January 31~~company, ~~2021),~~arising toout ~~the purchase~~ of ~~PVBJ~~ bysuch ~~Benis~~person’s ~~Holdings~~services as ~~additional~~a director ~~consideration~~or ~~thereof~~executive ~~and~~officer ~~(c)~~of asours, ~~additional~~any ~~consideration~~subsidiary ~~for the purchase~~ of ~~PVBJ~~ours byor ~~Benis~~any ~~Holdings LLC,~~other ~~PVBJ~~company ~~shall~~or ~~continue~~enterprise to bewhich ~~responsible for~~ the ~~line~~person ofprovided ~~credit with Thermo Communications Funding, LLC. Paul Benis, the control person~~services ofat ~~Benis Holdings, was~~ our ~~Executive~~request. ~~Vice~~We ~~President~~believe at that ~~time,~~these provisions and heagreements ~~resigned~~are innecessary ~~connection~~to ~~with~~attract ~~the~~and ~~sale~~retain ofqualified ~~PVBJ~~people toas ~~Benis~~directors ~~Holdings~~and executive officers.

On May 186, ~~2020~~2022, ~~the~~we, ~~Company’s~~through ~~Board~~our ~~authorized~~wholly ~~the~~owned ~~Company~~subsidiary, inVoltH2 ~~accordance~~Holdings ~~with~~AG ~~Section~~(“VoltH2”), ~~78.565~~entered ofinto ~~the~~a ~~Nevada~~Share ~~Revised~~Purchase ~~Statutes, to~~Agreement ~~complete~~(the ~~and execute a~~ “Purchase ~~and Sale~~ Agreement”) ~~between~~with ~~the~~Volt ~~Company~~Energy ~~and~~BV ~~Turquino~~ (the “~~Purchase and Sale Agreement~~Purchaser”) pursuant to which ~~the~~we ~~Company~~agreed ~~sold~~to sell our 100% interest ofin ~~Pride’s~~our ~~outstanding~~Vlissingen ~~stock~~green tohydrogen ~~Turquino~~development inproject ~~exchange~~and ~~for~~our ~~Turquino’s~~50% ~~assumption~~interest ofin ~~the~~our ~~2018 Debentures~~Terneuzen green hydrogen development project and ~~2019~~related ~~Debentures~~assets (~~collectively,~~ the “~~Debentures~~Dutch Projects”). Into ~~conjunction therewith,~~ the ~~Holders~~Purchaser ofin ~~the~~exchange ~~Debentures assigned~~for ~~the Debentures to Turquino~~$11,250,000 atand ~~which time Turquino became responsible for~~ the ~~debt~~1,768,182 ~~obligations~~shares ~~thereunder.~~of ~~The~~our ~~Company has no~~common ~~further~~stock ~~note~~held ~~obligations~~by to the ~~Holders,~~Purchaser ~~and it reduced its debt by approximately $600,000 or 65% of~~ (the ~~corporate~~“Purchase ~~debt obligations~~Price”).

On June 19, 2020, the Company entered into a promissory note with Judd Brammah, a director of the Company, for a principal amount up to $230,332 bearing interest with interest at 6% per annum. The entire principal and interest upon the promissory note are due on June 19, 2021. The proceeds from the note was used to pay accrued expenses of the Company.

On July 17, 2020 the Company entered into a promissory note with Judd Brammah, a director of the Company, for a principal amount up to $50,000 bearing interest with interest at 6% per annum. The entire principal and interest upon the promissory note are due on June 19, 2021. The proceeds from the note was used to pay accrued expenses of the Company.

On July 22, 2020 the Company entered into a promissory note with Judd Brammah, a director of the Company, for a principal amount up to $299,900 bearing interest with interest at 6% per annum. The entire principal and interest upon the promissory note are due on June 19, 2021. The proceeds from the note was used to pay accrued expenses of the Company.

Effective June 7, 2021, the Company loaned VoltH2 Holdings AG (“VoltH2”) $100,000, payable on September 1, 2021. The loan is non-interest bearing and evidenced by a promissory note issued to us by VoltH2. VoltH2 may prepay the promissory note in whole or in part at any time or from time to time without penalty or premium.

Effective June 28, 2021, the Company loaned VoltH2 $500,000, payable on September 1, 2021. The loan is non-interest bearing and evidenced by a promissory note issued to us by VoltH2. VoltH2 may prepay the promissory note in whole or in part at any time or from time to time without penalty or premium.

Effective August 25, 2021, the Company loaned VoltH2 $500,000, payable on November 1, 2021. The loan is non-interest bearing and evidenced by a promissory note issued to us by VoltH2. VoltH2 may prepay the promissory note in whole or in part at any time or from time to time without penalty or premium. Our Board of Directors approved the foregoing transaction.

Effective August 25, 2021, we entered into an amendment to a promissory note issued to VoltH2 on June 7, 2021, pursuant to which the Payment Date (as defined in the June 7 Note) was changed from September 1, 2021 to November 1 2021. Our Board of Directors approved the foregoing amendment.

Effective August 25, 2021, we entered into an amendment to a promissory note issued to VoltH2 on June 28, 2021, pursuant to which the Payment Date (as defined in the June 28 Note) was changed from September 1, 2021 to November 1 2021. Our Board of Directors approved the foregoing amendment.

On November 8, 2021, we entered into a Stock Purchase Agreement with VoltH2, and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which we acquired VoltH2 (the “Acquisition”). VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels. Pursuant to the Purchase Agreement, we acquired an 84.1% interest of VoltH2, and together with our existing 15.9% ownership interest, we now own 100% of VoltH2. The Acquisition was completed in exchange for 8,409,091 shares of our common stock (the “Consideration Shares”). In connection with the Acquisition, we also entered into an indemnification escrow agreement (the “Escrow Agreement”) with one of the Sellers providing for the periodic release of up to 1,768,182 of the Consideration Shares (the “Escrowed Shares”) and a pledge and security agreement (the “Pledge and Security Agreement”) to grant to us a continuing security interest in the Escrowed Shares to secure such Seller’s indemnity obligations under the Purchase Agreement.

We have entered into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for in our articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of our company, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the person provided services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees. The aggregate fees billed by our independent auditors, for professional services rendered for the audit of our annual ~~financial~~ financial statements for the years ended December 31, ~~2021~~2022, and ~~2020~~2021, and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during the fiscal years were $7546,~~500~~000 and $6375,~~000~~500 respectively.

Audit Related Fees. We incurred no$27,055 expenses for audit related fees and other services during the fiscal year ended December 31, ~~2021 and~~2022, and $13,300 during year ended December 31, ~~2020~~2021.

Tax and Other Fees. We did not incur any fees from our independent auditors for tax or other services during the fiscal years ended December 31, ~~2021~~2022, and ~~2020~~2021.

The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence.

2627

PART IV

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

List of Documents Filed as a Part of This Report:

Index to Consolidated Financial Statements	~~F-1~~	F-1
Report of Independent Registered Public Accounting Firm	~~F-2~~	F-2
Consolidated Balance sheets as of December 31, 2021 and 2020	F-4
Consolidated Balance sheets as of December 31, 2022, and 2021		F-3
Consolidated Statements of operations – other comprehensive income for the years ended December 31, 2021 and December 31, 2020	F-5
Consolidated Statements of operations – other comprehensive income for the years ended December 31, 2022, and December 31, 2021		F-4
Consolidated Statements of stockholders’ equity the years ended December 31, 2021 and 2020	F-6
Consolidated Statements of stockholders’ equity the years ended December 31, 2022, and 2021		F-5 – F-6
Consolidated Statements of cash flows for the years ended December 31, 2021 and 2020	F-8
Consolidated Statements of cash flows for the years ended December 31, 2022, and 2021		F-7
Notes to financial statements	~~F-9~~	F-8 – F-14

(b)

Index to Financial Statement Schedules:

All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.

(c)

Index to Exhibits

The Exhibits listed below are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K. The Exhibits designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.

Exhibit No.		Description
2.01		Stock Purchase Agreement, dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2021, and incorporated herein by reference.
3.01		Articles of Incorporation of the Company, filed with the Nevada Secretary of State on August 17, 2015, filed as an exhibit to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2016 and incorporated herein by reference.
2.02		Stock Purchase Agreement, dated as of May 6, 2022, by and between VoltH2 Holdings AG and Volt Energy BV, filed as an exhibit to the Current Report on Form 8-K filed with Commission on May 12, 2022, and incorporated herein by reference.
2.03		Stock Purchase Agreement, dated as of May 30, 2022, by and between the Company and Evolution Terminals B.V., filed as an exhibit to the Current Report on Form 8-K filed with Commission on June 1, 2022, and incorporated herein by reference.
2.04		Agreement and Plan of Merger dated November 1, 2022, filed as an exhibit to the Current Report on Form 8-K filed with Commission on November 7, 2022, and incorporated herein by reference.
3.01		Articles of Incorporation of the Company, filed with the Nevada Secretary of State on August 17, 2015, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on June 29, 2016 and incorporated herein by reference.
3.02		Certificate of Correction to the Articles of Incorporation of the Company, filed with the Nevada Secretary of State on August 18, 2015, filed with the Nevada Secretary of State on August 18, 2015, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on June 29, 2016 and incorporated herein by reference.
3.03		Bylaws of the Company, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on June 29, 2016 and incorporated herein by reference.
3.04		Form of Articles of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 29, 2020, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 5, 2020 and incorporated herein by reference.
10.01		Form of Indemnification Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on June 29, 2016 and incorporated herein by reference.
3.05		Articles of Merger filed November 1, 2022, filed as an exhibit to the Current Report on Form 8-K filed with Commission on November 7, 2022, and incorporated herein by reference.
10.02		Escrow Agreement, dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021, and incorporated herein by reference.
10.03		Pledge and Security Agreement, dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021 and incorporated herein by reference.

2728

3.06		Certificate of Change relating to Forward Stock Split and Authorized Capital Change filed November 1, 2022, filed as an exhibit to the Current Report on Form 8-K filed with Commission on November 7, 2022, and incorporated herein by reference.
4.01		Description of Securities Registered under Section 12 of the Exchange Act of 1934
4.02		Specimen Stock Certificate evidencing the shares of common stock , filed as an exhibit to the Registration Statement on Form S-1 filed with the Commission on September 7, 2016
10.01		Form of Indemnification Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on June 29, 2016 and incorporated herein by reference.
10.02		Escrow Agreement, dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021, and incorporated herein by reference.
10.03		Pledge and Security Agreement, dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021 and incorporated herein by reference.
10.04		Services Agreement with Turquino Equity LLC by VoltH2 B.V. and Volt Energy B.V., dated as of November 8, 2021, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 9, 2021 and incorporated herein by reference.
10.5		Services Agreement dated March 7, 2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 8, 2022.
14.01		Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 24, 2017 and incorporated herein by reference.
10.6		Employment Agreement by and between the Company and Matthew Hidalgo, effective May 9, 2022, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on May 24, 2022, and incorporated herein by reference.
10.7		Management Services Agreement between Vision Hydrogen Corporation and First Finance Europe Ltd., dated June 20, 2022, filed as an exhibit to Form 8-K filed with the Commission on June 22, 2022, and incorporated herein by reference.
14.01		Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 24, 2017, and incorporated herein by reference.
21.1		Subsidiaries of the Registrant.
31.01		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from Vision ~~Hydrogen~~Energy Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2022, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

ITEM 16 – FORM 10-K SUMMARY

None.

2829

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VISION HYDROGEN CORPORATION
	VISION ENERGY CORPORATION
Date: April 15, 2022	By:	/s/ ANDREW HROMYK
Date: March 31, 2023	By:	/s/ ANDREW HROMYK
		Andrew Hromyk
		Co-Chief Executive Officer
		Chief Executive Officer (Principal Executive Officer)
Date: April 15, 2022	By:	/s/ ANDRE JURRES
Date: March 31, 2023	By:	/s/ MATTHEW HIDALGO
		Andrew Jurres
		Co-Chief Executive Officer (Principal Executive Officer)
Date: April 15, 2022	By:	/s/ MATTHEW HIDALGO
		Matthew Hidalgo
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ ANDREW HROMYK	~~Co-~~Chief Executive Officer, Director	~~April~~March 1531, ~~2022~~2023
Andrew Hromyk	(Principal Executive Officer)
/s/ANDRE JURRES	Co-Chief Executive Officer	April 15, 2022
/s/ MATTHEW HIDALGO	Chief Financial Officer	March 31, 2023
Andre Jurres	(Principal Executive Officer_
/s/ MATTHEW HIDALGO	Chief Financial Officer	April 15, 2022
Matthew Hidalgo	(Principal Financial Officer and Principal Accounting Officer)
/s/ JUDD BRAMMAH	Director	~~April~~March 1531, ~~2022~~2023
Judd Brammah
/s/ MICHAEL DOYLE	Director	~~April~~March 1531, ~~2022~~2023
Michael Doyle
/s/ CHARLES BENTON	Director	~~April~~March 1531, ~~2022~~2023
Charles Benton

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