UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~September~~March 3031, ~~2022~~2023

☐ 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 ENERGY ~~HYDROGEN~~ 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^thFloor, Jersey City, NJ 07302

(Address of principal executive offices) (zip code)

(551) 298-3600

(Registrant’s telephone number, including area code)

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 (§ 232.405 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

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

As of ~~October~~May 285, ~~2022~~2023, there were 2142,~~048~~097,~~776~~552 shares of registrant’s common stock outstanding.

VISION ~~HYDROGEN~~ENERGY CORPORATION

INDEX

PART I.	FINANCIAL INFORMATION
	ITEM 1.	Financial Statements
		Condensed consolidated balance sheets as of September 30, 2022 (unaudited) and December 31, 2021	3
		Condensed consolidated balance sheets as of March 31, 2023 (unaudited) and December 31, 2022		3
		Condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)	4
		Condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022 (unaudited)		4
		Condensed consolidated statements of stockholders’ equity (deficit) for the three and nine months ended September 30, 2022 and 2021 (unaudited)	5-6
		Condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2023 and 2022 (unaudited)		5-6
		Condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 (unaudited)	7
		Condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 (unaudited)		7
		Notes to condensed consolidated financial statements (unaudited)	~~8-13~~	8-13
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~14-16~~	14-15
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	17	16
	ITEM 4.	Controls and Procedures	17	16
PART II.	OTHER INFORMATION		18
	ITEM 1.	Legal Proceedings	18	17
	ITEM 1A.	Risk Factors	18	17
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18	17
	ITEM 3.	Defaults Upon Senior Securities	18	17
	ITEM 4.	Mine Safety Disclosures	18	17
	ITEM 5.	Other Information	18	17
	ITEM 6.	Exhibits	18	17
	SIGNATURES		19	18

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VISION ~~HYDROGEN~~ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	March 31, 2023			December 31, 2022
		(unaudited)
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	52,~~479~~119,~~144~~405		$	~~137~~3,~~839~~712,826
Prepaid expenses		67359,~~473~~555			12432,~~374~~295
Sales tax receivable		942,~~329~~113			-29,266
Current assets held for sale		-			93,602
Total current assets		2,521,073			4,174,387
Total current assets		5,555,946			243,815
Deferred offering cost		25,000			25,000
Website development costs, net		4783,~~467~~598			2585,~~233~~453
Non-current assets held for sale					129,552
Total non-current assets		108,598			110,453
Total non-current assets		47,467			154,785
Total assets	$	2,629,671		$	4,284,840
Total assets	$	5,603,413		$	398,600
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	~~105~~150,~~318~~975		$	43175,~~062~~553
Current liabilities held for sale		-			507,273
Total current liabilities		150,975			175,553
Total current liabilities		105,318			550,335
Total noncurrent liabilities		-			-
Noncurrent liabilities
Total liabilities		150,975			175,553
Non-current liabilities held for sale		-			66,655
Total noncurrent liabilities		-			66,655
Total liabilities	$	105,318			616,990
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; 21,048,776 and 21,316,958 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		2,104			2,131
Common stock - $0.0001 par value; 200,000,000 shares authorized; 42,097,552 shares issued and outstanding as of March 31, 2023, and December 31, 2022		4,208			4,208
Additional paid-in capital		24,~~441~~439,~~120~~016			424,~~218~~439,~~829~~016
Accumulated deficit		(1821,~~873~~961,~~167~~940	)		(420,~~473~~335,~~739~~582	)
Accumulated other comprehensive gain		(712,~~962~~588	)		341,~~389~~645
Total stockholders’ equity (deficit)		52,~~498~~478,~~095~~696			~~(218~~4,~~390~~109,287	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	52,~~603~~629,~~413~~671		$	~~398~~4,~~600~~284,840

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

VISION ~~HYDROGEN~~ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	2022			2021			2022			2021
	2023			2022
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2022			2021			2022			2021
	2023			2022
Revenue
Sales	$	-		$	-		$	-		$	-
Total revenue		-			-			-			-
Cost of goods sold
Direct costs		-			-			-			-
Total cost of goods sold		-			-			-			-
Gross profit		-			-			-			-
Operating expenses
General and administrative expenses		~~367~~1,~~094~~501,358			39123,~~117~~398			~~8,410,871~~			~~298,452~~
Transactional fees paid to related party		-			-			4,120,145			-
Management fees – related party		125,000			225,000
Management fees – related party		300,000			33,750			840,000			101,250
Total operating expenses		1,626,358			348,398
Total operating expenses		667,094			72,867			13,371,016			399,702
Loss from operations		(1,626,358	)		(348,398	)
Loss from operations		(667,094	)		(72,867	)		(13,371,016	)		(399,702	)
Other (income) expense		-			-
Other (income) expenses
Total other expenses		-			-
Interest expense		-			-			324			-
Income tax provision		-			-
Loan forgiveness		-			-			-			(20,000	)
Net loss from continuing operations	$	(1,626,358	)	$	(348,398	)
Total other expenses		-			-			324			(20,000	)
Discontinued operations (see Note 5)		-			(608,964	)
Net loss from continuing operations	$	(667,094	)	$	(72,867	)	$	(13,371,340	)	$	(379,702	)
Net loss		(1,626,358	)		(957,362	)
Net loss from discontinued operations (note 12)		-			-			(1,028,088	)		-
Foreign currency translation adjustment		(4,233	)		12,189
Net loss	$	(667,094	)	$	(72,867	)	$	(14,399,428	)	$	(379,702	)
Comprehensive loss	$	(1,630,591	)	$	(945,173	)
Other comprehensive income, net
Loss per share (continuing operations)
Foreign currency translation adjustment		(63,048	)		-			(71,962	)		-
Basic and diluted	$	(0.04	)	$	(0.01	)
Comprehensive loss	$	(730,142	)	$	(72,867	)	$	(14,471,390	)	$	(379,702	)
Loss per share (discontinued operations)
Loss per share (continuing operations)
Basic and diluted	$	(0.00	)	$	(0.01	)
Basic	$	(0.03	)	$	(0.01	)	$	(0.68	)	$	(0.03	)
Weighted average common shares outstanding
Loss per share (discontinued operations)
Basic and diluted		42,097,552			42,633,916
Basic	$	(0.00	)	$	(0.00	)	$	(0.05	)	$	(0.00	)
Weighted average common shares outstanding
Basic and diluted		21,048,776			12,902,867			21,067,574			11,435,068

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

VISION ~~HYDROGEN~~ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022 (UNAUDITED)

	Common Stock				Preferred Stock				~~Additional~~					~~Accumulated Other~~		~~Total Stockholders’~~
	Number of Shares		Amount		Number of shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Gain (Loss)		Total 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	)
Equity financing		9,500,000		950		-		-		1,781,303		-			-		1,782,253
Foreign currency translation adjustment		-		-		-		-		-		-			12,189		12,189
Conversion of related party debt to equity		3,000,000		300		-		-		596,447		-			-		596,747
Net loss		-		-		-		-		-		(957,362	)		-		(957,362	)
Net loss		-		-		-		-		-		(103,291	)		-		(103,291	)
Ending, March 31, 2022		42,633,916	$	4,262		-	$	-	$	4,216,698	$	(5,431,101	)	$	46,758	$	(1,163,563	)
Ending, March 31, 2021		12,897,867	$	1,290		-	$	-	$	5,437,596	$	(3,588,593	)	$	-	$	1,850,293
Stock based compensation		5,000		-		-		-		75,000		-			-		75,000
Net loss		-		-		-		-		-		(203,544	)		-		(203,544	)
Ending June 30, 2021		12,902,867	$	1,290		-	$	-	$	5,512,596	$	(3,792,317	)	$	-	$	1,721,749
Net loss		-		-		-		-		-		(72,867	)		-		(72,867	)
Ending September 30, 2021		12,902,867	$	1,290		-	$	-	$	5,512,596	$	(3,865,004	)	$	-	$	1,648,882

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

VISION ~~HYDROGEN~~ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023 (UNAUDITED)

	Common Stock						Preferred Stock				~~Additional~~					~~Accumulated Other~~			~~Total Stockholders’~~
	Number of Shares			Amount			Number of shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Gain (Loss)			Total Stockholders’ Equity (Deficit)
Beginning, January 1, 2022		21,316,958		$	2,131			-		-	$	4,218,829	$	(4,473,739	)	$	34,389		$	(218,390	)
Beginning, January 1, 2023		42,097,552		$	4,208			-	$	-	$	24,439,016	$	(20,335,582	)		1,645		$	4,109,287
Foreign currency translation adjustment		-			-			-		-		-		-			12,189			12,189
Balance, value		42,097,552		$	4,208			-	$	-	$	24,439,016	$	(20,335,582	)		1,645		$	4,109,287
Net loss		-			-			-		-		-		(957,362	)		-			(957,362	)
Foreign currency translation adjustment		-			-			-		-		-		-			(4,233	)		(4,233	)
Ending, March 31, 2022		21,316,958		$	2,131			-	$	-	$	4,218,829	$	(5,431,101	)	$	46,758		$	(1,163,563	)
Net loss		-			-			-		-		-		(1,626,358	)		-			(1,626,358	)
Sale of Dutch asset		(1,768,182	)		(177	)		-		-		12,602,441		-			(107,473	)		12,494,791
Ending, March 31, 2023		42,097,552		$	4,208			-	$	-	$	24,439,016	$	(21,961,940	)	$	(2,588	)	$	2,478,696
Stock issuance ETBV acquisition		1,500,000			150			-		-		7,619,850		-			-			7,620,000
Balance, value		42,097,552		$	4,208			-	$	-	$	24,439,016	$	(21,961,940	)	$	(2,588	)	$	2,478,696
Foreign currency translation through sale of Dutch asset		-			-			-		-		-		-			60,895			60,895
Foreign currency translation adjustment		-			-			-		-		-		-			(8,914	)		(8,914	)
Net loss		-			-			-		-		-		(12,774,972	)		-			(12,774,972	)
Ending June 30, 2022		21,048,776		$	2,104			-	$	-	$	24,441,120	$	(18,206,073	)	$	(8,914	)	$	6,228,237
Beginning balance		21,048,776		$	2,104			-	$	-	$	24,441,120	$	(18,206,073	)	$	(8,914	)	$	6,228,237
Foreign currency translation adjustment		-			-			-		-		-		-			(63,048	)		(63,048	)
Net loss		-			-			-		-		-		(667,094	)		-			(667,094	)
Ending September 30, 2022		21,048,776		$	2,104			-	$	-	$	24,441,120	$	(18,873,167	)	$	(71,962	)	$	5,498,095
Ending balance		21,048,776		$	2,104			-	$	-	$	24,441,120	$	(18,873,167	)	$	(71,962	)	$	5,498,095

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

VISION ~~HYDROGEN~~ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	2022			2021
	2023			2022
	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2022			2021
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(141,~~399~~626,~~428~~358	)	$	(~~379~~348,~~702~~398	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		41,~~290~~855			13,~~634~~975
Issuance of stock		7,620,000			75,000
Asset purchase consideration		3,557,945
PPP loan forgiveness		-			(20,000	)
Change in operating assets and liabilities:
Other current assets		-			70,000
Prepaid expenses and other costs		72,740			-
Sales tax receivable		(612,~~865~~847	)		-
Prepaid expenses and other costs		(55,099	)		(5,250	)
Accounts payable and accrued expenses		(24,578	)		51,789
Accounts payable and accrued expenses		(200,035	)		(21,368	)
Net cash used in in operating activities – continuing operations		(1,589,188	)		(292,634	)
Net cash used in operating activities – continuing operations		(3,479,192	)		(279,686	)
Net cash used in in operating activities – discontinued operations		-			91,017
Net cash used in operating activities – discontinued operations		971,694			-
Net cash used in operating activities		(1,589,188	)		(201,617	)
Net cash used in operating activities		(2,507,498	)		(279,686	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to Volt H2		-			(1,100,000	)
Net cash used in in investing activities – continuing operations		-			-
Cash paid website development costs		(26,524	)		(19,615	)
Net cash used in in investing activities – discontinued operations		-			(43,393	)
Cash paid in asset acquisition – related party, net		(3,281,974	)		-
Net cash used in investing activities		-			(43,393	)
Cash acquired in sale of subsidiaries, net		11,184,512			-
Net cash used in investing activities – continuing operations		7,876,014			(1,119,615	)
Net cash used in investing activities – discontinued operations					-
Net cash used in investing activities		7,876,014			(1,119,615	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes		~~96,614~~-			-60,000
Principal repayment of related party notes		(94,709	)
Net cash used in in financing activities – continuing operations		-			60,000
Proceeds from equity financing, net of issuance costs		-			1,782,253
Net cash used in financing activities – discontinued operations		-			36,614
Net cash provided by financing activities – continuing operations		1,905			1,782,253
Net cash provided by financing activities		-			96,614
Net cash used in financing activities – discontinued operations		-			-
Net increase (decrease) in cash and cash equivalents		(1,589,188	)		(148,396	)
Net cash provided by (used in) financing activities		1,905			1,782,253
Effect of foreign currency translation on cash		(4,233	)		(2,414	)
Net increase (decrease) in cash and cash equivalents		5,370,421			382,952
Cash and cash equivalents - beginning of period		3,712,826			153,749
Effect of foreign currency translation on cash		(29,116	)		-
Cash and cash equivalents - end of period	$	2,119,405			2,939
Cash and cash equivalents - beginning of period		137,839			7,102
Cash and cash equivalents - end of period	$	5,479,144		$	390,054
Supplemental disclosure of non-cash investing and financing activities
Conversion of debt and accrued interest	$	-		$	596,747

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

VISION ~~HYDROGEN~~ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2022~~2023 AND ~~2021~~2022

1. ORGANIZATION AND LINE OF BUSINESS

Vision ~~Hydrogen~~ ~~Corporation~~Energy Corporation (“we,” the “Company,” or “~~VisionH2”~~Vision ) isidentifies aenergy ~~renewable~~commodities ~~energy~~and ~~company~~focuses ~~developing~~on ~~clean~~originating ~~hydrogen~~and ~~production~~developing energy infrastructure projects and ~~storage~~assets ~~facilities~~which ~~for~~facilitate the ~~commercial,~~energy ~~industrial~~transition ~~and~~through ~~transportation~~low-carbon ~~sectors~~energy ~~through~~solutions. ~~site~~The Company leverages its experienced Team with a vast proven track-record in site procurement, accelerating development permitting, ~~pre-development~~facilities design, engineering studies and project management to deliver an efficient and ~~grid~~method ~~integration~~driven project development process. ~~The~~Vision ~~Company~~pursues ~~seeks~~commercial torelationships ~~utilizing~~and ~~hydrogen~~operating aspartnerships ~~fuel,~~with ~~feedstock,~~energy industry participants and asoff-takers aseeking ~~grid~~carbon ~~balancing~~abatement &across ~~capacitance~~feedstock ~~solution~~and fuels. ~~VisionH2~~ Vision Energy is committed to providing low carbon energy solutions ~~with~~whilst ~~high~~targeting an attractive investment yield, ~~hydrogen~~by ~~production~~utilizing and leveraging existing gas, ~~storage~~power, and logistics infrastructure to enable import and or distribution ~~services~~of ~~for~~reduced-carbon ~~the European~~energy ~~renewable~~for ~~economy~~domestic and ~~supply~~global ~~chain~~value chains.

The Company was incorporated in ~~the state of~~ Nevada on August 17, 2015, as H/Cell Energy Corporation and is based in Jersey City, New Jersey. The Company changed its name to Vision Hydrogen Corporation in October 2020, and then to Vision Energy Corporation in November 2022. Since inception, the Company has been involved in the hydrogen and renewable energy space. WeThe ~~have~~Company ~~three~~has six subsidiaries,: Vision Energy Holdings AG (f/k/a VisionH2 Holdings AG), Vision Hydrogen BV, Evolution Operating BV, Evolution Terminals SPV II BV, Evolution Terminals BV (“ETBV”), and Vision ~~VisionH2~~Energy UK Ltd.

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 create 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 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 quarterly financial statements, the Company had a net loss from continuing operations of $1,626,358. along with $1,589,188 of net cash used in operations for the three months ended March 31, 2023. Current cash on the balance sheet of $2,119,405. In addition, the Company is a start-up in the renewable energy space and has generated limited revenues to date.

Despite generating $11,250,000 in cash proceeds through the sale of the Dutch Projects (see Note 6), we ended 2022 with a net operating loss. During the three months ended March 31, 2023, our expenses have continued to be higher than our total revenue.

Management has evaluated the significance of these conditions and found that they raise substantial doubt about Vision’s ability to continue as a going concern. To alleviate these concerns, the Company is planning to conduct an equity raise during 2023, and will continue to develop our assets.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or any other interim period or for any other future year. These ~~unaudited~~ unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial ~~statements~~ statements and the notes thereto for the year ended December 31, ~~2021~~2022, included in the Company’s ~~2021~~2022 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 3031, ~~2021~~2022, has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.

VISION ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

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.

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, and cash flows.

Accounts Receivable

Accounts receivables are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. As of March 31, 2023, and December 31, 2022, there was no allowance for doubtful accounts required.

Comprehensive Gain/Loss

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 $02,588 as of ~~September~~March 3031, ~~2022~~2023, and other comprehensive gain of $1,645 at December 31, ~~2021~~2022.

For the three ~~month and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, and 2022 the Company recorded comprehensive loss of $634,~~048~~233 and ~~$71,962 respectively. There was no~~ comprehensive gain orof ~~loss for the three months and nine months ended September 30~~$12,189, ~~2021~~respectively.

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

Currency Translation

The Company translates its foreign ~~subsidiary~~subsidiaries’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”).

Website Development Costs

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

Leases

Please see note 5.

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.

VISION ~~HYDROGEN~~ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2022~~2023 AND ~~2021~~2022

Leases

Right of use assets 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 explicit 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.

Please see “Note 3” for further information.

Asset acquisitions

Asset acquisitions are measured based on their cost to us, including transaction costs incurred by us. AnThe cost of 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~~ 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~~ Consideration given in the form of nonmonetary assets, liabilities incurred, or equity interests issued is measured based on either the cost to us or the fair value of the assets or net assets acquired, whichever is more clearly evident. 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.

3. ~~RELATED PARTY~~ ~~TRANSACTIONS~~LEASES

The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s 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 the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

During 2020 a director of the Company lent the Company a total of $596,747 at 6% per annum. On January 21, 2021 the note and accumulated interest was converted, along with a cash payment of $3,253 for a total of $600,000, into 3,000,000 shares of the Company’s common stock (“Shares”) pursuant to the Company’s public offering (see “Note 7”).

On November 8, 2021 we acquired the 84% of VoltH2 Holdings AG (“VoltH2”) which we did not already own from the other shareholders of VoltH2 for 8,409,091 Shares. An investment firm of which our CEO is principal owned 725,000 shares (66%) of VoltH2. VoltH2 has been renamed VisionH2 Holdings AG.

On May 11, 2022 we sold our Vlissingen and Terneuzen green hydrogen development projects and related assets to Volt Energy BV, a company controlled by a former director and co-CEO, in exchange for $11,250,000 and the 1,768,182 Shares held by Volt Energy BV. see “Note 9”)

On May 30, 2022 we acquired Evolution Terminals B.V., a Dutch corporation (“ETBV”) from an investment firm of which our CEO is principal for a purchase price of $3,500,000 and 1,500,000 shares of our common stock. see “Note 10”).

On June 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 an initial term of three years and will automatically renew for one or more additional two-year renewal periods unless terminated. The fee under the 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%.

4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

Cash 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. Federal Deposit 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 September 30, 2022, the balance was fully covered with the FDIC and was $4,123,932 and $1,130,836 in excess of the CDIC and DNB insured limit, respectively.

5. 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 ~~on a month-to-month lease~~.

The Company’s subsidiary Evolution Terminals B.V. (“Evolution”) is party to a long lease agreement with North Sea Port, a Dutch-Flemish port, for a 16.4-hectare site at which the Company is developing its Green Energy Hub project, an initiative through which we will expand upon our ability to import, store and throughput of new energy products, hydrogen carriers and low-carbon fuels. The Company is paying a reservation fee to North Sea Port during the development phase of the project. Upon executing the notarial deed, Evolution Terminals B.V. will pay the full annual leasehold fee for a term of forty years with a one-time option to extend for a further ten years for a total of fifty years. In the first two years post-execution of the notarial deed, the annual leasehold fee will be discounted by 50% to reduce land lease costs during construction. Once the notarial deed is executed, the Company will account for the long lease as listed in “Note 2”.

Finance Leases

As of March 31, 2023, and December 31, 2022, the Company had no finance leases.

4. RECENT ACCOUNTING PRONOUNCEMENTS

The FASB issued ASU 2016-02 in February 2016, which has since been amended, most recently in 2022. 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.

VISION ~~HYDROGEN~~ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2022~~2023 AND ~~2021~~2022

~~Finance~~In ~~Leases~~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.

As of September 30, 2022 and December 31, 2021, the Company had no finance leases.

6. STOCK OPTIONS AWARDS AND GRANTS

There was no stock option activity from the 2016 Incentive Stock Option Plan from January 1, 2022 to September 30, 2022.

As of September 30, 2022, there was no unrecognized compensation expense or dilutive securities.

7. REGISTRATION STATEMENT

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 3) 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.

8. 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 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 nonemployee 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.

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 adopted this standard and has no impact on its consolidated financial statements and disclosures.

5. DISCONTINUED OPERATIONS

On 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 the Vlissingen green hydrogen development project and our 50% interest in the Terneuzen green hydrogen development project and related assets (the “Dutch Projects”) to the Purchaser for $11,250,000 and the 3,536,364 shares of our common stock held by the Purchaser (the “Purchase Price”). 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 Vision Energy Holdings AG.

VISION ~~HYDROGEN~~ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2022~~2023 AND ~~2021~~2022

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 is no impact expected on the current financial statements.

9. 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, we acquired an 84.1% interest of 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 outputs. Since this transaction is not an acquisition of a business but yet a transfer of long lived assets (primarily) between two non-operating companies no step-up in basis was allowed. Both of the 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 8,409,091 shares of our common stock issued 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.

There were no acquisition related costs for the Company for the three and nine months ended September 30, 2022 and 2021.

The following pro forma financial information presents the combined results of operations of VoltH2 and the Company for the three and nine months ended September 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.

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Revenues	$	-		$	-
Net income (loss)	$	(505,638	)	$	(1,149,198	)
Net income per share:
Basic and diluted	$	(0.39	)	$	(0.92	)

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

On 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 1,768,182 shares of our common stock held by the Purchaser (the “Purchase Price”). The Purchase Agreement closed on May 11, 2022There 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.

The results of discontinued operations are as follows:

SCHEDULE OF DISCONTINUED OPERATIONS

	Three months ended September 30, 2022			Nine months ended September 30, 2022
	Three months ended March 31,2022
Selling, general and administrative expenses		-			1,028,088
General and administrative expenses		608,964
Discontinued operations for the period	$	-(608,964	)	$	~~(1,028,088~~	)

106. ASSET ACQUISTION ~~UNDER~~FROM ~~COMMON~~RELATED ~~CONTROL~~PARTY

On May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“ETBV”), and ETBV’s sole shareholder. ETBV is developing a green energy terminal for the storage and handling of sustainable products and fuels.

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 13,~~500~~000,000 shares of our common stock. ETBV is the owner of a 14 16.2-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 ~~an asset combination under common control and has been accounted for in~~ a ~~manner~~related ~~similar~~party toasset ~~a pooling-of-interests~~acquisition.

The asset had capitalized project development costs ~~of $1,554,952,~~ which consisted of financial models, environmental impact assessments, ~~layout~~ layout drawings, terminal operation simulations, and other various permitting reports and storage designs. These capitalized project development costs were determined to be In-Process-Research-and-Development ~~(“IPRD)~~. In-Process-Research-and-Development can only be be capitalized under GAAP once project viability has been achieved. Since the acquisition was a related party transaction, the accounting should be acknowledged at predecessor cost and not historical cost. Predecessor cost is what the predecessor owner had recorded, and per the explanation above, all the amounts are expensed. The total purchase price consideration was expensed in the year ~~three and nine months~~ ended ~~September 30~~December 31, 2022, and consisted of $3,500,000 in acquisition costs, and $7,620,000 in issuance of stock at a price of $2.54 offset by $57,945 in ~~assets~~liabilities acquired.

7. RELATED PARTY TRANSACTIONS

The Company has entered into agreements to indemnify its directors and executive officers in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s 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 the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company, or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified people as directors and executive officers.

On November 8, 2021, we acquired the 84% of VoltH2 Holdings AG (“VoltH2”) which we did not already own from the other shareholders of VoltH2 for 16,818,182 shares. An investment firm of which our CEO is principal owned 725,000 shares (66%) of VoltH2. VoltH2 has been renamed VisionH2 Holdings AG. On May 11, 2022, we sold our Vlissingen and Terneuzen green hydrogen development projects and related assets to Volt Energy BV, a company controlled by a former director and co-CEO, for $11,250,000 and the 3,536,364 shares held by Volt Energy BV (see “Note 6”).

On May 30, 2022, we acquired Evolution Terminals B.V., a Dutch corporation (“ETBV”) from an investment firm of which our CEO is principal for a purchase price of $3,500,000 and 3,000,000 shares of our common stock (see “Note 7”).

VISION ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

On June 20, 2022, we entered into a Management Services Agreement (the “MSA’) with a company controlled by our CEO pursuant to which we receive executive, business consulting and advisory, business development, and other services. The MSA had an initial term of three years and would have automatically renewed for one or more additional two-year renewal periods unless terminated. The $100,000 monthly fee increased every year on June 20 by the greater of the previous year’s change in the United States Consumer Price Index plus 2%, or 5%. This agreement was mutually terminated on December 31, 2022.

8. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

Cash is maintained at authorized deposit-taking institutions (banks) incorporated in the United States, Canada and The Netherlands, and are insured by the U.S. Federal Deposit Insurance Corporation (FDIC), the Canada Deposit Insurance Corporation (CDIC), and the Dutch Central Bank (DNB) for up to $250,000, $73,000, and $114,000 respectively. As of March 31, 2023, the funds in our United States bank account were fully covered by the FDIC but were $751,066 and $1,097,259 in excess of the CDIC- and DNB-insured limits, respectively.

9. SHARE CAPITAL

The Company currently has 42,097,552 shares issued and outstanding, out of its 200,000,000 authorized. We have 5,000,000 authorized of preferred stock, none of which are issued and outstanding.

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. All common and per share amounts have been restated to give retroactive effect to the share consolidation.

10. STOCK OPTIONS AWARDS AND GRANTS

There were no 2016 Incentive Stock Option Plan stock options issued or exercised during either of the three month periods ended March 31, 2023, and 2022. As of March 31, 2023, there was no unrecognized compensation expense or dilutive securities.

11. PREPAID ASSETS

The table below present a reconciliation of the Company’s prepaid assets costs:

SCHEDULE OF PREPAID ASSETS

Balance at January 1, 2023	$	432,295
Expense		(72,740	)
Balance at March 31, 2023	$	359,555

The balance of prepaid expenses as of both December 31, 2022 and March 31, 2023 are comprised of prepaid investor relations work that has yet to commence.

12. ACCOUNTS PAYABLE

At March 31, 2023 and December 31, 2022, accounts payable and accrued expenses were comprised of the following:

		March 31, 2023				December 31, 2022
Accounts payable and accrued expenses		$	150,975			$	175,553

The balance of accounts payable and accrued expenses as of both December 31, 2022 and March 31, 2023 are comprised of vendors in relation to development of the Green Energy Hub.

ITEM 2. 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 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.

Business Overview

~~Please~~Vision ~~refer~~Energy is a renewable energy company developing energy infrastructure to ~~Note~~provide 1low-carbon energy solutions for ~~our~~the ~~overview~~commercial, industrial and ~~line~~transportation sectors through site procurement , permitting, pre-development, grid and logistics integration. The Company is committed to delivering energy projects whilst targeting an attractive investment yield through the development of ~~business~~storage, distribution, processing and production facilities for the European renewable economy and supply chain.

~~Going~~Evolution ~~Concern~~Terminals is a wholly owned subsidiary developing a substantial Green Energy Hub for import, storage and throughput of new energy products, hydrogen carriers and low-carbon fuels, and will facilitate in Europe’s Energy Transition ambitions for greater carbon-abatement to net zero.

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 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 quarterly financial statements, the Company had a net loss from continuing operations of $13,371,340 along with $3,479,192 of net cash used in operations for the nine months ended September 30, 2022. In addition, the Company is a start up in the renewable energy space and has generated limited revenues to date.

Even though through the sale of the Dutch Properties for $11,250,000 the Company has proven a sustainable business model, it still is representing a net loss year 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. However current cash on the balance sheet of $5,479,144 is greater than the net cash used in operations of $3,479,192 for the nine months ended September 30, 2022. In addition to alleviating these concerns the Company is planning for an equity raise in the next year and continuing to develop and evaluate its newest asset and ways to monetize the project.

Discontinued Operations

For discontinued operations please refer to Note 9.

Asset Acquisition

For our asset acquisition please refer to Note 10.

Results of Operations

For the three months ended ~~September~~March 3031, ~~2022~~2023, and ~~2021~~2022

Revenue and Cost of Revenue

WeThe Company had no ~~revenue~~revenues ~~or cost of revenue~~ for the three months ~~ended~~March ~~September~~31, 302023, and March 31, 2022, as it has committed itself to investing in the development of our Green Energy Hub. We plan to generate revenue by divesting our assets in full or ~~2021~~in part to energy industry participants and/or 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.

~~Operating~~General and Administrative Expenses

During the three months ended ~~September~~March 3031, ~~2022~~2023, our general and administrative expenses were $~~667~~1,~~094~~626,358, ~~including~~which included $~~300~~1,~~000~~197,507 in ~~management fees~~project –development ~~related party~~costs, $~~125~~131,~~071~~273 in ~~project~~investor ~~costs~~relations, $95125,~~286~~000 inof ~~travel~~management ~~and~~fees-related ~~lodging~~party, $4046,~~500~~564 in ~~consulting fees~~legal, $2440,~~247~~500 in ~~accounting fees~~consulting, $2132,~~000~~157 in ~~director~~accounting fees, $1922,~~403~~500 in ~~legal~~director fees, ~~$14,858 in internet services~~ and ~~domain name purchases,~~ $830,~~609~~857 in ~~dues and subscriptions and $18,120 in~~ miscellaneous ~~fees~~expense.

During the three months ended ~~September~~March 3031, ~~2021~~2022, our general and administrative expenses were $72348,~~867~~398, ~~including~~which included $33225,~~750~~000 inof management fees ~~disbursements~~related party, $1279,~~000~~305 ~~legal~~in accounting fees, $913,~~020~~112 in dues and subscriptions, $15,000 in director fees, $12,000 in legal fees, and $3,~~097~~981 inother miscellaneous ~~expenses~~and administrative costs.

WeAs ~~incurred~~a noresult ~~other~~of ~~expense~~the ~~for~~foregoing, ~~the~~we ~~three~~had net losses from continuing operations of $1,626,358 and ~~nine~~$348,398 for the three months ended ~~September~~March 3031, 2023, ~~2021~~and 2022, respectively.

AsWe aincurred ~~result~~$0 ofand ~~the foregoing~~$608,964 wein ~~had~~discontinued ~~a net loss from continuing~~ operations ~~of $667,094~~ for the ~~three~~periods ~~months~~ ended ~~September~~March 3031, ~~2022~~2023, ~~compared to~~and a2022 ~~net~~along ~~loss~~with ofno ~~$72,867~~other expense for both ~~the three months ended September 30, 2021~~periods.

We incurred a foreign currency translation loss of $63,048 for the three months ended September 30, 2022 for a net comprehensive loss of $730,142. We had no foreign currency translation or comprehensive gain/loss for the three months ended September 30, 2021.14

~~For~~We incurred a foreign currency translation loss of $4,233 and gain of $12,189 for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, and ~~2021~~2022 respectively.

~~Revenue~~Comprehensive loss was $1,630,591 for March 31, 2023, and ~~Cost~~$945,173 offor ~~Revenue~~March 31, 2023 and 2022.

We had no revenue or cost of revenue for the nine months ended September 30, 2022 and 2021.

Operating Expenses

During the nine months ended September 30, 2022, our general and administrative expenses were $13,371,016, including $7,677,945 in issuance of stock, $4,120,145 transactional fees – related party, $840,000 in management fees - related party, $181,256 in travel and lodging, $125,071 in project costs, $123,605 in accounting fees, $72,000 in director fees, $67,500 in consulting fees, $41,338 in legal fees, $33,236 in dues and subscriptions, $20,642 in internet services and domain purchases, $14,232 in investor relations, $6,986 in business meals and $47,060 in miscellaneous expenses.

During the nine months ended September 30, 2021, our general and administrative expenses were $399,702, including $77,500 in accounting fees, $101,250 in management disbursements, $33,500 in director fees, $24,686 in dues and subscriptions, $75,000 in stock based compensation, $77,017 in legal fees and $10,749 in miscellaneous expenses.

We incurred interest expense for the nine months ended September 30, 2022 of $324.

We generated $20,000 in loan forgiveness/other expenses for the nine months ended September 30, 2021.

As a result of the foregoing, we had net losses from continuing operations of $13,371,340 and $379,702 for the nine months ended September 30, 2022 and 2021, respectively.

For discontinued operations please refer to note 9.

We incurred a foreign currency translation loss of $71,962 for the nine months ended September 30, 2022 for a net comprehensive loss of $14,471,390. We had no foreign currency translation or comprehensive gain/loss for the nine months ended September 30, 2021.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2022~~2023, we had working capital of $52,~~450~~370,~~628~~098, comprised of current assets of $52,~~479~~119,~~144~~405 in cash, $67359,~~473~~555 in prepaid expenses, and $942,~~329~~113 in sales tax receivable, offset by $~~105~~150,~~318~~975 in accounts payable and accrued expenses. We had $83,598 in website development costs, $25,000 of deferred offering cost in long-term assets, and no long-term liabilities.

WeAs of December 31, 2022, we had working capital of $473,~~467~~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 ~~long-term~~deferred ~~assets~~offering cost. WeThere ~~had~~were no long-term liabilities.

For the ~~nine~~three months ended ~~September~~March 31, 302023, ~~2022~~we used $1,89,188 of cash in operating activities – continuing operations, consisting of $1,855 in amortization, $72,740 in prepaid expenses, , offset by $24,578 in accounts payable and $12,847 in sales tax receivable.

We ~~used~~had ~~$3,479,192~~no ofinvesting ~~cash~~or infinancing ~~operating~~ activities –for ~~continuing~~the ~~operations,~~three ~~which~~months ~~represented~~ended ~~our~~March ~~net loss of $14~~31,~~399,428~~ and consisted of $7,620,00 in stock issuance costs, $3,557,945 in asset acquisition costs offset by $4,290 in amortization, $200,035 in accounts payable and accrued expenses $55,099 in prepaid expenses and $6,865 in sales tax receivable2023.

WeFor ~~generated~~the three months ended March 31, 2022, we used $~~971~~292,~~694~~634 of cash in operating activities – continuing operations, consisting of $51,879 in accounts payable and $3,975 in amortization. Net cash provided by discontinued operations was $91,017.

WeFor ~~generated~~the ~~$7,876,014~~three ofmonths ~~cash~~ended inMarch ~~investing activities including net cash acquired in sale of subsidiaries for $11~~31,~~184,512,~~ ~~offset by $3~~2022,~~281,974 of~~ ~~cash~~we ~~paid~~had inno ~~asset~~investing ~~acquisition~~activities –for ~~related~~continuing ~~party~~operations and $2643,~~524~~393 in ~~cash~~discontinued ~~paid - website development costs~~operations.

We generated $160,~~905~~000 in ~~proceeds from~~ financing activities ~~including~~in ~~related~~proceeds ~~party~~from related notes payable for ~~$96,614~~the ~~offset~~three bymonths ~~principal~~ended ~~repayment~~March of31, ~~related part~~2022, ~~notes~~and of $9436,~~709~~614 in discontinued operations.

~~For~~In the ~~nine~~future, ~~months~~we ~~ended~~expect ~~September~~to 30incur 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, ~~2021~~add infrastructure, and incur additional costs related to being a public company, including incremental audit fees, investor relations programs, and increased professional services.

WeOur ~~used~~future ~~$279,686~~capital ofrequirements ~~cash~~will independ ~~operating~~on ~~activities~~several factors, ~~which~~including ~~represented~~the ~~our~~progress ~~net~~of ~~loss~~our ~~from~~sales ~~continuing~~and ~~operations~~marketing of ~~$379~~our services,~~702~~ ~~consisting~~the timing and outcome of ~~$75~~potential acquisitions,~~000 in~~ ~~stock-based~~the ~~compensation,~~costs ~~$70,000~~involved in ~~other~~operating ~~current~~as ~~assets~~a ~~and~~public $1reporting company,~~634~~ inthe ~~amortization~~status ~~offset~~of bycompetitive $5services,~~250~~ the availability of financing and our success in ~~prepaid~~developing ~~expenses,~~markets ~~$20,000~~for our services. We believe our existing cash will be sufficient into ~~loan~~fund ~~forgiveness~~our operating expenses and ~~$21,368~~capital inequipment ~~accounts~~requirements ~~payable~~for ~~and~~at ~~other~~least ~~accrued~~the ~~expenses~~next 12 months.

We used $1,119,615 in investing activities including $1,100,000 in notes receivable to Volt H2 and $19,615 in website development costs.

We generated $1,782,253 in equity financing for financing activities.

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.

In October 2020, we filed a registration statement on Form S-1 with the Securities and Exchange Commission, whereby we registered 12.5 million shares of our common stock for sale as a company offering. The registration statement was declared effective in October 2020. In January 2021, we sold all the shares for gross proceeds of $2.5 million.

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.

Recent Accounting Pronouncements

Please refer to Note 84 in the accompanying financial statements.

1615

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 - 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 Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. 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 of ~~September~~March 3031, ~~2022~~2023, as a 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~~Executive officer and Chief ~~financial~~Financial ~~officer~~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.~~

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 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 quarter ended ~~September~~March 3031, ~~2022~~2023, that have ~~materially~~ materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1716

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are ~~currently~~ not acurrently party to any material legal proceedings or claims.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

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 ~~September~~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 ~~September~~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 ~~September~~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.
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.
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.
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 Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, 2021, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

Furnished herewith.

1817

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISION HYDROGEN CORPORATION
	VISION ENERGY CORPORATION
Date: October 28, 2022	By:	/s/ ANDREW HROMYK
Date: May 5, 2023	By:	/s/ ANDREW HROMYK
		Andrew Hromyk
		Chief Executive Officer
Date: October 28, 2022	By:	/s/ MATTHEW HIDALGO
Date: May 5, 2023	By:	/s/ MATTHEW HIDALGO
		Matthew Hidalgo
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

1918

Filing Compare · VISION ENERGY Corp