Company Quick10K Filing
H Cell Energy
Price0.41 EPS-0
Shares8 P/E-7
MCap3 P/FCF-8
Net Debt-0 EBIT-0
TEV3 TEV/EBIT-11
TTM 2019-09-30, in MM, except price, ratios
10-Q 2021-03-31 Filed 2021-04-23
10-K 2020-12-31 Filed 2021-03-12
S-1 2020-10-14 Public Filing
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10-Q 2019-06-30 Filed 2019-08-07
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10-K 2018-12-31 Filed 2019-03-26
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10-K 2017-12-31 Filed 2018-04-02
10-Q 2017-09-30 Filed 2017-11-09
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10-K 2016-12-31 Filed 2017-03-24
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8-K 2021-02-01
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8-K 2018-01-02

HCCC 10Q Quarterly Report

Part I - Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Item 4 - Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.01 ex31-01.htm
EX-31.02 ex31-02.htm
EX-32.01 ex32-01.htm

H Cell Energy Earnings 2021-03-31

Balance SheetIncome StatementCash Flow
3.83.02.31.50.80.02015201620182020
Assets, Equity
2.11.61.10.70.2-0.32017201820192020
Rev, G Profit, Net Income
0.30.20.1-0.1-0.2-0.32015201620182020
Ops, Inv, Fin

10-Q 1 form10-q.htm

 

 

 

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 March 31, 2021

 

or

 

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 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, 16th Floor, 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 April 22, 2021, there were 12,897,576 shares of registrant’s common stock outstanding.

 

 

 

 
 

 

VISION HYDROGEN CORPORATION

 

INDEX

 

PART I. FINANCIAL INFORMATION    
         
  ITEM 1. Financial Statements    
         
    Condensed consolidated balance sheets as of March 31, 2021 (unaudited) and December 31, 2020   3
         
    Condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020 (unaudited)   4
         
    Condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2021 and 2020 (unaudited)   5-6
         
    Condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020 (unaudited)   7
         
    Notes to condensed consolidated financial statements (unaudited)   8-17
         
  ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   18-20
         
  ITEM 3. Quantitative and Qualitative Disclosures about Market Risk   20
         
  ITEM 4. Controls and Procedures   20-21
         
PART II. OTHER INFORMATION    
         
  ITEM 1. Legal Proceedings   22
  ITEM 1A. Risk Factors   22
  ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds   22
  ITEM 3. Defaults Upon Senior Securities   22
  ITEM 4. Mine Safety Disclosures   22
  ITEM 5. Other Information   22
  ITEM 6. Exhibits   22
         
  SIGNATURES   23

  

2
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

VISION HYDROGEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   March 31, 2021   December 31, 2020 
   (Unaudited)     
ASSETS          
Current assets          
Cash and cash equivalents  $1,738,631   $7,102 
Prepaid expenses   -    8,750 
Other current assets   5,500    70,000 
Total current assets   1,744,131    85,852 
           
Investment in Volt   175,000    175,000 
Total non-current assets   175,000    175,000 
           
Total assets  $1,919,131   $260,852 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities          
Accounts payable and accrued expenses  $68,838   $69,521 
Loan payable   -    20,000 
Loan payable – related party   -    580,232 
Accrued interest – related party   -    16,515 
Total current liabilities   68,838    686,268 
           
Noncurrent liabilities          
Total noncurrent liabilities   -    - 
           
Total liabilities   68,838    686,268 
           
Commitments and contingencies          
           
Stockholders’ equity (deficit)          
Common stock - $0.0001 par value; 100,000,000 shares authorized; 12,897,867 and 397,867 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively   1,290    40 
Preferred stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding   -    - 
Additional paid-in capital   5,437,596    3,059,846 
Accumulated deficit   (3,588,593)   (3,485,302)
Total stockholders’ equity (deficit)   1,850,293    (425,416)
           
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY  $1,919,131   $260,852 

 

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

 

3
 

 

VISION HYDROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

   For the Three Months Ended March 31, 
   2021   2020 
         
Revenue          
Sales  $-   $- 
Total revenue   -    - 
           
Cost of goods sold          
Direct costs   -    - 
Total cost of goods sold   -    - 
           
Gross profit   -    - 
           
Operating expenses          
General and administrative expenses   89,541    108,387 
Management fees – related party   33,750    20,000 
Total operating expenses   123,291    128,387 
           
Loss from operations   (123,291)   (128,387)
           
Other (income) expense          
Loan forgiveness   (20,000)   - 
Interest expense   -    8,362 
Interest expense – related party   -    31,135 
Change in fair value earn-out   -    4,875 
Total other expenses   (20,000)   44,372 
           
Net loss from continuing operations  $(103,291)  $(172,759)
           
Net loss from discontinued operations   -    (99,028)
           
Net loss  $(103,291)  $(271,787)
           
Loss per share (continuing operations)          
Basic  $(0.01)  $(0.45)
Diluted  $(0.01)  $(0.45)
Net loss per share (discontinued operations)          
Basic  $-   $(0.26)
Diluted  $-   $(0.26)
Weighted average common shares outstanding          
Basic   8,453,243    387,150 
Diluted   8,453,243    387,150 

 

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

 

4
 

 

VISION HYDROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2020 (UNAUDITED)

 

    Common Stock     Preferred Stock    

 

Additional
Paid-In
Capital

   

 

Accumulated Deficit

   

 

Total Stockholders’ Equity (Deficit)

 
    Number of
Shares
    Amount     Number of
shares
    Amount              
Beginning, January 1, 2020     386,276     $ 39       -            -     $ 2,970,419     $ (2,073,740 )   $ 896,718  
                                                         
Stock-based compensation expense     -       -       -       -       7,260       -       7,260  
                                                         
Equity financing     3,150       -       -       -       19,827       -       19,827  
                                                         
Debt extinguishment     -       -       -       -       39,954               39,954  
                                                         
Net loss     -       -       -       -       -       (271,787 )     (271,787 )
                                                         
Ending, March 31, 2020     389,426     $ 39       -     $ -     $ 3,037,460     $ (2,345,527 )   $ 691,972  

 

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

 

5
 

 

VISION HYDROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021 (UNAUDITED)

 

    Common Stock     Preferred Stock    

 

Additional
Paid-In
Capital

   

 

Accumulated Deficit

   

 

Total Stockholders’ Equity (Deficit)

 
    Number of
Shares
    Amount     Number of
shares
    Amount              
Beginning, January 1, 2021     397,867     $ 40       -           -     $ 3,059,846     $ (3,485,302 )   $ (425,416 )
                                                         
Equity financing     9,500,000       9,250       -       -       1,781,303       -       1,782,253  
                                                         

Conversion of related party debt to equity

   

3,000,000

     

300

     

-

     

-

     

596,447

     

-

     

596,747

 
                                                         
Net loss     -       -       -       -       -       (103,291 )     (103,291 )
                                                         
Ending, March 31, 2021     12,897,867     $ 1,290       -     $ -     $ 5,437,596     $ (3,588,593 )   $ 1,850,293  

 

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

 

6
 

 

VISION HYDROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

   For the Three Months Ended March 31, 
   2021   2020 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
           
Net loss from continuing operations  $(103,291)  $(172,759)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   -    17,699 
Stock-based compensation   -    7,993 
Other current assets   70,000    - 
PPP loan forgiveness   (20,000)   - 
Change in fair value contingent consideration   -    4,875 
Change in operating assets and liabilities:          
Prepaid expenses and other costs   3,250    (3,100)
Accounts payable and accrued expenses   (683)   45,272 
           
Net cash used in in operating activities – continuing operations   (50,724)   (100,020)
Net cash provided by operating activities – discontinued operations   -    77,672 
Net cash used in operating activities   (50,724)   (22,348)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
           
Net cash used in investing activities – continuing operations   -    - 
Net cash used in investing activities – discontinued operations   -    (10,783)
Net cash used in investing activities   -    (10,783)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
           
Proceeds from issuance of convertible debt   -    19,833 
Proceeds from equity financing, net of issuance costs   1,782,253    75,000 
           
Net cash provided by financing activities – continuing operations   1,782,253    94,833 
Net cash used in financing activities – discontinued operations   -    (123,626)
Net cash provided by (used in) financing activities   1,782,253    (28,793)
           
Net increase (decrease) in cash and cash equivalents   1,731,529    (61,924)
           
Effect of foreign currency translation on cash   -    (41,277)
           
Cash and cash equivalents - beginning of period   7,102    277,620 
Cash and cash equivalents - end of period  $1,738,631   $174,419 
           
Supplemental disclosure of non-cash investing and financing activities          
           
Conversion of debt and accrued interest  $596,747   $- 
Issuance of common stock  $1,250   $- 
Reclassification of deferred offering cost to additional paid in capital  $-   $892 

 

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

 

7
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

1. ORGANIZATION AND LINE OF BUSINESS

 

Vision Hydrogen Corporation (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.

 

During the year ended December 31, 2020, the Company took significant steps to transition its hydrogen energy business to focus on hydrogen production on a scaled production plant model. During the period, the Company disposed of its interests in both PVBJ Inc. (“PVBJ”) and The Pride Group (QLD) Pty Ltd, an Australian company (“Pride”) (See Note 12 “Discontinued Operations”) in order to facilitate this transition. As part of the disposition the Company provided certain post-closing support to both PVBJ and Pride through Q3 2020. On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, the Company made an equity investment into VoltH2 Holdings AG (“VoltH2”), a Swiss corporation developing scalable green hydrogen production projects primarily in Europe. VoltH2 is currently planning to develop a 25MW green hydrogen production site near Vlissingen, Netherlands. The investment was for a total purchase price $175,000, representing a 17.5% equity interest in VoltH2.

 

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, 2021 or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 30, 2020 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.

 

On October 6, 2020, the Company effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock and increased its authorized shares of common stock from 25,000,000 to 100,000,000 which is presented on the current period financial statements. All per share amounts have been adjusted for the impact of the reverse stock split.

 

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, cash flows and the accumulated comprehensive loss as a result of the Company’s disposition of interests in our PVBJ and Pride subsidiaries.

 

8
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

Accounts Receivable

 

Accounts receivable 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, 2021 and December 31, 2020, there was no allowance for doubtful accounts required.

 

Goodwill and Finite-Lived Intangible Assets

 

Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 0% of the Company’s consolidated total assets as of March 31, 2021 and December 31, 2020.

 

The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired, and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess.

 

As of March 31, 2021, the Company had no goodwill and has included the write-off of goodwill in the calculation of the loss on disposal of PVBJ for the three months ended March 31, 2020. (See Note 12 “Discontinued Operations”).

 

Comprehensive 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 zero as of March 31, 2021 and 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 the three months ended March 31, 2020.

 

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

 

For the three months ended March 31, 2021, 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. For the three months ended March 31, 2020, the Company recorded other comprehensive loss of $13,100, which has been reclassified to discontinued operations on the statement of operations.

 

9
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

Investments

 

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 non-controlled 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 and 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 non-controlled 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.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts (“ASC 606”).

 

Under ASC 606 requirements, the Company recognizes revenue from the installation or construction of projects and service or short-term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five-step process is as follows:

 

Identify the Contract with a Customer

 

The Company used to receive almost all of its contracts from only two sources, referrals, or government bids. In a referral, a client that the Company has an ongoing business relationship with refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts.

 

Identify the Performance Obligations in the Contract

 

The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual services, then the services are considered the only performance obligation. If the contractual services include design and or engineering in addition to the contract, it is considered a single performance obligation.

 

Determine the Transaction Price

 

The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable:

 

  1. The customer’s written approval of the scope of the change order;
  2. Current contract language that indicates clear and enforceable entitlement relating to the change order;
  3. Separate documentation for the change order costs that are identifiable and reasonable; and
  4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated

 

Once the Company receives a contract, it generates a budget of projected costs for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract.

 

10
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

Allocate the Transaction Price to the Performance Obligations in the Contract

 

If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts.

 

Recognize Revenue When (or As) the Entity Satisfies a Performance Obligations

 

The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.”

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of March 31, 2021 or December 31, 2020.

 

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 were re no outstanding awards as of March 31, 2021.

 

Fair Value of Financial Instruments

 

The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

 

  Level 1—quoted prices in active markets for identical assets and liabilities;
     
  Level 2—observable market-based inputs or unobservable inputs that are corroborated by market data; and
     
  Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

11
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

There were no fair value measurements as of March 31, 2021 or December 31, 2020.

 

Net Income (Loss) Per Common Share

 

The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “if converted” method as applicable. The computation of diluted loss per share excludes dilutive securities because their inclusion would be anti-dilutive. Dilutive securities for the periods presented are as follows:

 

   Three Months Ended 
   March 31, 2021   March 31, 2020 
         
Options to purchase common stock   0    34,925 
Convertible debt   0    74,525 
Totals   0    109,450 

 

Please refer to Note 7 for a discussion of the decrease for the three months ended March 31, 2021 compared to March 31, 2020.

 

3. 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 persons as directors and executive officers.

 

There was $33,750 of management fees expensed for the three months ended March 31, 2021 and $20,000 for the three months ended March 31, 2020 to Turquino Equity LLC (“Turquino”), a former significant shareholder owned by our Chief Executive Officer and Chief Financial Officer. Services provided were continuing the management positions 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”).

 

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 repaid. 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.

 

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.

 

12
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

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 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 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.

 

4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

 

Cash is maintained at an authorized deposit-taking institution (bank) incorporated in the United States and is insured by the U.S. Federal Deposit Insurance Corporation up to $250,000. As of March 31, 2021 the balance was $1,488,631 over this threshold and as of December 31, 2020 the balance was fully covered.

 

Credit risk for trade accounts is concentrated as well because substantially all of the balances are receivable from entities located within certain geographic regions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions but does not generally require collateral. There were no accounts receivable as of March 31, 2021 or December 31, 2020.

 

5. MAJOR CUSTOMERS

 

Due to the sale of Pride and PVBJ, the Company had no major customers for the three months ended March 31, 2021. During the three months ended March 31, 2020, there was two customers with a concentration of 10% or higher of the Company’s revenue at 13% and 12%, which is included in discontinued operations on the income statement.

 

13
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

6. LEASES

 

Operating Leases

 

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 $114 per month and currently the lease is month-to-month.

 

As of March 31, 2021 and December 31, 2020, the Company had no operating leases except as noted above.

 

Finance Leases

 

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

 

7. STOCK OPTIONS AWARDS AND GRANTS

 

There was no stock option activity from the 2016 Incentive Stock Option Plan from January 1, 2021 to March 31, 2021.

 

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

 

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, the Company operates in only one reportable segment. Please refer to Note 12 and 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 March 31, 2021.

 

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.

 

14
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 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.

 

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.

 

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.

 

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 9) and gross cash proceeds of $1,903,253. The Company incurred $70,000 of legal fees and a $51,000 advisory fee in connection with the capital raise.

 

11. RECENT ACCOUNTING PRONOUNCEMENTS

 

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 there is no impact on the current financial statements.

 

15
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

12. 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.

 

The results of discontinued operations are as follows:

 

   Three months
ended
March 31, 2021
   Three months
ended
March 31, 2020
 
PVBJ          
Revenue          
Sales  $-   $637,757 
Total revenue   -    637,757 
           
Cost of goods sold          
Direct costs   -    510,615 
Total cost of goods sold  $-   $510,615 
           
Selling, general and administrative   -    170,053 
           
Net income (loss) for period  $-   $(42,910)

 

   Three months
ended
March 31, 2021
   Three months
ended
March 31, 2020
 
Pride          
Revenue          
Sales  $-   $1,030,190 
Total revenue   -    1,030,190 
           
Cost of goods sold          
Direct costs   -    806,843 
Total cost of goods sold  $-   $806,843 
           
Selling, general and administrative   -    279,465 
           
Net income (loss) for period  $-   $(56,118)

 

16
 

 

VISION HYDROGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021 AND 2020

 

Gain (loss) from discontinued operations:

 

Results from discontinued operations  $-   $(99,028)
Loss on disposal of assets   -    - 
Loss from discontinued operations  $-   $(99,028)

 

13. INVESTMENTS

 

On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, the Company made an equity investment of 175,000 shares into VoltH2 Holdings AG (“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 a 17.5% equity interest in VoltH2. Due to the lack of readily determinable 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.

 

17
 

 

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

 

The 2020 year was challenging for us. Originally, we set out to provide hydrogen energy systems for residential users. The original business plan, established in April 2016, focused on developing the market for residential off grid hydrogen energy systems while simultaneously acquiring companies that possessed technicians who could be trained in the design and deployment of these hydrogen energy systems.

 

In February 2020, we decided to adopt another approach in market development, which was to pursue the one market that was establishing momentum, hydrogen production on a plant-size scale. In order to achieve our new strategic business model, we decided to sell both our subsidiaries because they were not producing enough profit and were not a strategic fit with our goal of developing the market for hydrogen energy systems. Further, the hydrogen energy market for residential users was not developing at all based on cost inefficiencies, and debt levels were beginning to impact us adversely.

 

Beginning in March 2020, the following steps were undertaken to implement the business transition plan:

 

  March 2020 - Commenced discussions with investor regarding financing options for our company and strategic acquisitions.
     
  April 21, 2020 - Concluded the disposition of the PVBJ subsidiary
     
  May 2020 - Commenced discussions and diligence for an investment in a hydrogen production project in the Netherlands, known as Volt H2
     
  May 18, 2020 - Concluded the disposition of The Pride Group subsidiary
     
  July 2020 - Concluded 2nd and 3rd tranches of debt financing with proceeds earmarked for an investment in Volt H2.
     
  August 12, 2020 - Concluded acquisition of an equity interest in Volt H2
     
  September 30, 2020 – Moved the Company’s headquarters from Dallas, Texas to Jersey City, New Jersey
     
  October 6, 2020 – Changed the company name to Vision Hydrogen Corporation and effected a twenty-for-one reverse stock split of our outstanding common stock
     
  January 2021 – Closed on the sale of 12,500,000 shares of common stock in a registered offering, resulting in gross proceeds of $2.5 million.

 

18
 

 

With the initial investment into the hydrogen production market via Volt H2, the first step in transitioning our hydrogen business focus has been completed. We now will continue to operate the business in a manner that is aligned with our primary hydrogen business strategy.

 

Discontinued Operations

 

On April 21, 2020, our Board of Directors authorized our resale of PVBJ back to PVBJ pursuant to the terms as follows: (a) Benis Holdings LLC applied the $221,800 earn-out liability as consideration towards the purchase of PVBJ; (b) Paul Benis applied 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 we have no further salary obligation to Paul Benis, who resigned as our executive officer; and (c) as additional consideration for the purchase of PVBJ by Benis Holdings LLC, PVBJ continues to be responsible for the line of credit (refer to note 12).

 

On May 18, 2020, in accordance to Nevada Statute 78.565, we completed and executed the May 18, 2020 Purchase and Sale Agreement between us and Turquino providing for our 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, we have no further note obligations to Hidalgo or Doyle, and we reduced our 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 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, are related parties in connection with the Exchange Agreement, the Notes, and the Agreement.

 

Results of Operations

 

For the three months ended March 31, 2021 and 2020

 

Revenue and Cost of Revenue

 

We had no revenue or cost of revenue for the three months ended March 31, 2021 or 2020.

 

General and Administrative Expenses

 

During the three months ended March 31, 2021, our general and administrative expenses were $123,291, which included $33,750 of management fees-related party, $13,017 of legal fees, $9,633 of dues and subscription fees, which pertained to EDGAR fees and OTC Market annual listing fees, $5,000 in director fees, $3,088 in insurance fees, $57,500 in accounting fees and $1,303 in miscellaneous fees.

 

During the three months ended March 31, 2020, our general and administrative expenses were $128,387, which included $37,500 of gross payroll, $28,900 of accounting fees related to audit and consulting fees, $20,000 of management fees, $9,000 of legal fees, $7,993 of stock based compensation, $7,657 of dues and subscription fees, which pertained to EDGAR fees and OTC Market annual listing fees, $5,271 of amortization, $2,884 for insurance, $2,486 of payroll taxes and $2,030 of miscellaneous expenses.

 

We generated a credit of $20,000 in other expense in loan forgiveness for the three months ended March 31, 2021.

 

We incurred $44,372 of other expenses for the three months ended March 31, 2020, including $31,135 of interest expense – related party, $8,362 of interest expense and $4,875 change in fair value earn-out.

 

As a result of the foregoing, we had net losses of $103,291 and $271,787 for the three months ended March 31, 2021 and 2020, respectively.

 

Liquidity and Capital Resources

 

As of March 31, 2021, we had working capital of $1,675,293, comprised of current assets of $1,738,631 in cash and $5,500 in prepaid expenses, offset by $68,838 in accounts payable and accrued expenses.

 

19
 

 

We had $175,000 in long term assets consisting of our investment in Volt. There were no long-term liabilities.

 

For the three months ended March 31, 2021, we used $50,724 of cash in operating activities, which consisted of $70,000 in current assets and $3,250 in prepaid expenses, offset by our net loss of $103,291, $20,000 in PPP loan forgiveness and $683 in accounts payable.

 

There was no cash used or generated in investing activities for the three months ended March 31, 2021.

 

We generated $1,832,253 in financing activities for the three months ended March 31, 2021, consisting of $2,377,750 of proceeds in equity financing, $70,000 in legal fees associated with financing and $1,250 in proceeds from the issuance of stock, offset by $580,232 in loan forgiveness - related party, $20,000 in loan forgiveness and $16,515 in interest forgiveness – related party.

 

For the three months ended March 31, 2020, we used $100,020 of cash in operating activities, which represented our net loss from continuing operations of $172,759, $45,272 of changes in accounts payable, $17,699 in depreciation and amortization, $7,993 in stock-based compensation, and $4,875 in change in fair value, offset by $3,100 in prepaid expenses.

 

There was no cash used or generated in investing activities for the three months ended March 31, 2020.

 

We generated $94,833 in financing activities for the three months ended March 31, 2020, consisting of $75,000 of proceeds in equity financing and $19,833 in proceeds from the issuance of convertible debt.

 

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 of 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 11 in the accompanying financial statements.

 

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.

 

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Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2021, 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.

 

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 March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are currently not a 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 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.
   
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 March 31, 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.

 

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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
     
Date: April 23, 2021 By: /s/ ANDREW HIDALGO
    Andrew Hidalgo
    Chief Executive Officer (Principal Executive Officer)
     
Date: April 23, 2021 By: /s/ MATTHEW HIDALGO
    Matthew Hidalgo
    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

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