UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, 2022

or

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

For the Fiscal Year Ended December 31, 2021Transition Period from _________ to _________

Commission File Number 000-55802

VISION HYDROGENENERGY CORPORATION

(Exact name of registrant as specified in its charter)

95 Christopher Columbus Drive, 16^thFloor, Jersey City, NJ07302

(Address of principal executive offices) (zip code)

(551) 298-3600

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2021,2022, based on the closing sales price of the common stock as quoted on the OTCQB was $78,924,10350,955,156.For purposes of this computation, all officers, directors, and 5 percent beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed an admission that such directors, officers, or 5 percent beneficial owners are, in fact, affiliates of the registrant.

As of April 15, 2022,March 31, 2023, there were 21,316,958 42,097,552shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I

Forward Looking Statement

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

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Factors” below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

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

ITEM 1 -– BUSINESS

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

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

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

Overview

Vision Energy Corporation identifies energy commodities and focuses on originating and developing energy infrastructure projects and assets which facilitate the energy transition through low-carbon energy solutions. The Company leverages its experienced Team with a vast proven track-record in site procurement, accelerating development permitting, facilities design, engineering studies and project management to deliver an efficient and method driven project development process. Vision pursues commercial relationships and operating partnerships with energy industry participants and off-takers seeking carbon abatement across feedstock and fuels. Vision Energy is committed to providing low carbon energy solutions whilst targeting an attractive investment yield, by utilizing and leveraging existing gas, power, and logistics infrastructure to enable import and or distribution of reduced-carbon energy for domestic and global value chains.

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

The VoltH2 acquisition was accounted for as an asset acquisition with no step up basis due to the 15.9% ownership of VoltH2 by Vision prior to the acquisition and due to VoltH2 being an early stage company that has not generated revenues and lacks outputs. Since this transaction does not constitute the acquisition of a business, but a transfer of long lived there is no step up in basis. The SEC generally will not permit the recognition of gain in the transferor’s financial statements or a step-up in basis on the transferee’s books for sales or transfers of long-lived assets when related parties are involved. As a result of the Company’s previously held 15.9% interest in VoltH2, it was determined to be a related party. The acquisition consideration consisted of 8,409,0981 shares of Vision Hydrogen Corporation common stock granted onin October 2020 and then to its current name Vision Energy Corporation in November 2022. Since inception, 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 recordedCompany has been involved in the amount of $93,840,427.hydrogen and renewable energy space. The Company 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”) Vision Energy UK Ltd.

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

Every project will be integrated into a separate special purpose vehicle (“SPV”)of which VoltH2 Vlissingen B.V., our subsidiary through the acquisition of VoltH2, is the first of two. Our second is Volt H2 Tereneuzen B.V. Our mission is to develop our project in VlissingenRecent Developments

Forward Stock Split; Name and Terneuzen, both located in The Netherlands while seeking to identify and secure other strategic locations to expand the concept. This includes the securing of land to develop new projects in different countries.  Germany, Belgium and the Netherlands also have existing large pipeline networks that have been transporting hydrogen for decades. The Belgium, Netherlands and Luxemburg area (Benelux)  has the largest hydrogen network in the world and consumption of hydrogen has reached almost 1.8 million tons of hydrogen per year.Symbol Changes

We plan

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 generate revenue by divesting200,000,000. Concurrent with the forward split, the Company changed its name from “Vision Hydrogen Corporation” to “Vision Energy Corporation,” pursuant to a merger with a wholly owned subsidiary. On December 7, 2022, our projects in full, in partstock began to energy industry participants and/or selling fractional ownership interests in sitestrade under development. In addition, we plan to provide consulting services to other developers, industry participants, and governments focused on hydrogen production infrastructure projects. Lastly, as a long-term revenue opportunity, we plan to sell hydrogen production once plants are built and commissioned. We are currently in discussion with private landowners, such as energy companies, commodity traders, utilities, and industrial process customers. We may also purchase land if we believe it is practical and economically viable.new symbol, “VENG.”

Recent Transactions

Acquisition of VoltH2 Holdings AG

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

Pursuant to the Stock Purchase Agreement, weVision acquired an 84.1% interest of VoltH2, and together with ourits existing 15.9% ownership interest, we now ownowned 100% of VoltH2. The Acquisition was completed in exchange for 8,409,09116,818,182 shares of our common stock (the “Consideration Shares”). In connection with the Acquisition, we also entered into an indemnification escrow agreement with one of the Sellers providing for the periodic release of up to 1,768,1823,536,364 of the Consideration Shares, andas well as a pledge and security agreement to grant towhich granted us a continuing security interest in the Escrowed Shares to secure such Seller’s indemnity obligations under the Stock Purchase Agreement. As mentioned earlier the acquisition consideration consisted of 8,409,098116,818,182 shares of Vision Hydrogen Corporation common stock granted on the acquisition date of November 8, 2021, at a closing market price of $11.$5.50. A deemed dividend for the excess share price over cost basis of the net assets of ($1,340,426) was recorded in the amount of $93,840,427.

Sale of Dutch Projects

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

Market PotentialAcquisition of Evolution Terminals

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

AsWith the world’s fossil fuel supply continually diminishes while causing harm to the planet, we believe that hydrogen is the most reliable alternative to carbon fossil fuels, as it leaves zero greenhouse gas residues and can be used at any timesale of the day or night, as well as in any weather conditions, unlike renewableDutch Projects the Company changed its business focus from developing clean hydrogen production facilities to developing midstream infrastructure for import, storage and distribution of low-carbon energy from solarproducts and wind.hydrogen carriers to global customers and supply-chains. ETBV is developing a bulk liquid import and storage facility for the products mentioned above.

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

Technology Overview

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

Market Potential

There

We believe Vision Energy can benefit from the European Hydrogen Backbone (EHB) initiative which aims to diversify gas supplies and speed up the roll-out of renewable gases and hydrogen in Europe. Setting a goal to reach an additional 20 million tons (Mt) of renewable hydrogen –10 Mt domestically produced, and 10 Mt imported –in addition to the 5.6 Mt foreseen under the European Commission renewable energy initiative “Fit for 55”, going beyond the targets of the European Union (EU)’s hydrogen strategy. Vision Energy assets are great benefitslocated in proximity to hydrogen energy such as beinga future H2 Backbone connection planned in Zeeland, Netherlands. Governments have committed to decarbonize shipping by 2050, supporting industrial-scale zero-emission shipping projects through national and regional action, and delivering the policy measures that will make zero-emission shipping the default choice by 2030. Worldwide production of ammonia is around 180 million tons per year and the demand is increasing due to large scale agricultural activities. More than 80 % of ammonia is used as fuelfeed stock for transportationproduction of fertilizers. The rest is used in the chemical industry as feedstock for plastics, fibers, explosives, nitric acid and electricity.intermediates for dyes and pharmaceuticals. The use of hydrogenpotential as a fuel produces no carbon dioxide or other greenhouse gases. Unlike fossil fuels, the sole emission from hydrogen fuel is chemically pure water. Hydrogen can be extracted from water usingcarrier may make green ammonia key in transporting energy between continents as renewable energy from the sun and unlike batteries, hydrogen energy can be stored indefinitely. There is no drilling, fracking or mining required to produce hydrogen energy. We believe it is safe and efficient, and the cleanest energy source on the planet.markets thrive.

Competition

Competition

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

demand for their products.

Government Regulations; Regulatory Matters

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

Government Incentives

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

Employees

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

Item 1A. Risk Factors

Risks Related to Our Financial Position and Need for Additional Capital

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

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

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

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

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

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

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

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

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

Risks Related to Our Company and Our Business

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

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

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

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

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

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

We continually assess the strategic fit of our existing businesses and may divest businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment. For example, earlier this past year, we decided to sell bothdetermined our subsidiaries because they were not producing enough profit andDutch Projects were not a strategic fit with our goal of developing the market in integrated energy hubs for hydrogenthe import, storage, processing and distribution of low-carbon and renewable energy systems. products and fuels. As a result, the decision was made to exit and monetize the Dutch Projects.

These transactions pose risks and challenges that could negatively impact our business and financial statements. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated time frame or at all. In addition, divestitures or other dispositions may dilute our earnings per share, have other adverse financial and accounting impacts, distract management, and give rise to disputes with buyers. In addition, we have agreed, and may in the future agree, to indemnify buyers against known and unknown contingent liabilities. Our financial results could be impacted adversely by claims under these indemnities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We may be adversely affected by the effects of inflation.

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

Risks Related to Governmental Regulation

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

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

Our business may become subject to increased government regulation.

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

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

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

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

We are highly dependent on the services of Andrew Hromyk, andour Chief Executive Officer, Arron Smyth, who serve as our Co-Chief Executive Officers, Executive Vice President, and Matthew Hidalgo, who serves as our Chief Financial Officer. Andre JurresMatthew Hidalgo has an employment contractagreement through December 31 2022May 9, 2023, and we have no agreements with Andrew Hromyk or Arron Smyth, or Matthew Hidalgo regarding their employment, and eachSmyth. Each of them may terminate their employment with us at any time, though we are not aware of any present intention of any of these individuals to leave us. If we were to lose the services of these executives, we may experience difficulties in effectively developing our technology and implementing our business strategies.

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

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

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

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

As of December 31, 2021,2022, we had aggregate U.S. federal net operating loss, or NOL, carryforwards of approximately $2,166,500$1,321,270 million. Our U.S. federal NOLs generated in taxable years ending prior to 2018 could expire unused. Under the Tax Cuts and Jobs Act, as modified by the CARES Act, U.S. federal NOLs incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such U.S. federal NOLs in tax years beginning after December 31, 2017, is generally limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act or the CARES Act.

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

Risks Related to Ownership of Our Common Stock

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

As of March 31, 2021,2023, our officers, directors and principal shareholders, in the aggregate, beneficially own or control the votes of approximately 59.12%57.53% of our outstanding common stock. As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval, including:

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

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

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

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

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are authorized to issue an aggregate of 100,000,000200,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock. We may issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We will likely need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with thesethis capital raising efforts, including at a price (or exercise or conversion prices) that could be below the price an investor paid for stock.

OurThe OTC Markets has labeled our common stock is not currently traded at high volume,with the warning sign “Caveat Emptor” (Buyer Beware) which makes our common stock substantially less attractive to investors and you may be unableharms our ability to sell at or near ask prices orraise capital on attractive terms, if at all, if you needand may cause our business to sell or liquidate a substantial number of shares at one time.be materially and adversely affected.

OurOn December 6, 2022, the Company was informed by the OTC Markets Group Inc. (“OTC Markets”) of certain promotional material that encouraged investors to purchase or trade the Company’s common stock is currently traded, but with very low if any, volume, based on quotations onstock. On Jan. 10, 2022, the Company was informed that, due to the ongoing promotional campaign, the Company will be moved from the OTCQB Market meaningto the Pink Market effective January 11, 2023. On January 20, 2023, we were assigned a “Caveat Emptor” designation by OTC Markets.

As stated in the Company’s December 8, 2022, news release, management conducted an inquiry based on the information provided on December 6, 2022 by OTC Markets and determined that no directors, officers, control persons, controlling shareholders (defined as shareholders owning 10% or more of the numberCompany’s securities) or third-party service providers contracted to the Company have been involved, directly or indirectly, in any way (including payment of a third-party) with the creation, distribution or payment of promotional materials related to the Company and its securities that OTC Markets brought to the Company’s attention. None of the management, officers, directors, control persons, interested in purchasing our common stock atcontrolling shareholders or near bid prices atinvestor relations firms contracted to the Company has any given time may be relatively small or non-existent. Duringknowledge regarding the year ended December 31, 2021, there was an averagesource of approximately 251 shares traded per trading day, with no trading on 101 of 253 trading days. This situation is attributablethe referenced promotional material.

The OTC Markets assigns a Caveat Emptor designation to a number of factors, including the factcompany’s stock symbol to inform current and potential investors that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periodsreasons to exercise additional care when deciding whether they should continue or begin their investment in such company. Typically, the OTC Markets will continue to display such designation until the OTC Markets believes there is no longer a public interest concern. The designation of several daysthe Caveat Emptor symbol does not suspend or more whenhalt our trading activity inon the OTC Markets. However, if one owns our stock while the Caveat Emptor designation remains, it may be almost impossible to sell our shares, is minimal or non-existent,resulting in no liquidity, and it may be impossible for buyers to buy, as compared to a seasoned issuer which has a large and steady volume of trading activity thatcertain brokerage firms will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading marketnot execute orders for our commonstocks with Caveat Emptor designations.  Our stock will develop or be sustained, or that trading levels will be sustained.essentially have extremely limited liquidity while the designator exists. The Company is actively working with OTC Markets to have the designation lifted.

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

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

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

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

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

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

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

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

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

General Risk Factors

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

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

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

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

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

General Risk Factors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In connection with the preparation of our annual report on Form 10-K for the fiscal year ended December 31, 2020,2022, an evaluation was carried out by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2020.2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During evaluation of disclosure controls and procedures as of December 31, 20212022, conducted as part of our annual audit and preparation of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective. Management determined that at December 31, 2021,2022, we had a material weakness thatin relation to insufficient segregation of duties within our internal control system. This primarily relates to the relatively small number of staff who have bookkeeping and accounting functions. In addition, we lacked sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements. This limited number of staff prevents us from segregating duties within our internal control system.

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

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

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

Certain shareholders may exercise significant control over our business policies.

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

ITEM 1B – UNRESOLVED STAFF COMMENTS

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

ITEM 2 – PROPERTIES

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

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

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

ITEM 3 - LEGAL PROCEEDINGS

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

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

Market Information

Market Information

Our common stock is available for quotation on the OTCQBOTC Pink Market under the symbol “VIHD”. “VENG.”

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

Price Range of Common Stock

The following table shows, for the periods indicated, the high and low closing prices per share of our common stock as reported by the OTCQB quotation service.