Vision Energy (VENG) 10-Q 28 Oct 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Oct. 28, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-55802
Entity Registrant Name	VISION HYDROGEN CORPORATION
Entity Central Index Key	0001676580
Entity Tax Identification Number	47-4823945
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	95 Christopher Columbus Drive
Entity Address, Address Line Two	16th Floor
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07302
City Area Code	(551)
Local Phone Number	298-3600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,048,776

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 5,479,144	$ 137,839
Prepaid expenses	67,473	12,374
Sales tax receivable	9,329
Current assets held for sale		93,602
Total current assets	5,555,946	243,815
Website development costs, net	47,467	25,233
Non-current assets held for sale		129,552
Total non-current assets	47,467	154,785
Total assets	5,603,413	398,600
Current liabilities
Accounts payable and accrued expenses	105,318	43,062
Current liabilities held for sale		507,273
Total current liabilities	105,318	550,335
Noncurrent liabilities
Non-current liabilities held for sale		66,655
Total noncurrent liabilities		66,655
Total liabilities	105,318	616,990
Commitments and contingencies
Stockholders’ equity (deficit)
Preferred stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding
Common stock - $0.0001 par value; 100,000,000 shares authorized;  21,048,776 and 21,316,958 shares issued and outstanding  as of September 30, 2022 and December 31, 2021, respectively	2,104	2,131
Additional paid-in capital	24,441,120	4,218,829
Accumulated deficit	(18,873,167)	(4,473,739)
Accumulated other comprehensive gain	(71,962)	34,389
Total stockholders’ equity (deficit)	5,498,095	(218,390)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$ 5,603,413	$ 398,600

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	21,048,776	21,316,958
Common stock, shares outstanding	21,048,776	21,316,958

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Sales
Total revenue
Cost of goods sold
Direct costs
Total cost of goods sold
Gross profit
Operating expenses
General and administrative expenses	367,094	39,117	8,410,871	298,452
Transactional fees paid to related party			4,120,145
Management fees – related party	300,000	33,750	840,000	101,250
Total operating expenses	667,094	72,867	13,371,016	399,702
Loss from operations	(667,094)	(72,867)	(13,371,016)	(399,702)
Other (income) expenses
Interest expense			324
Loan forgiveness				(20,000)
Total other expenses			324	(20,000)
Net loss from continuing operations	(667,094)	(72,867)	(13,371,340)	(379,702)
Net loss from discontinued operations (note 12)			(1,028,088)
Net loss	(667,094)	(72,867)	(14,399,428)	(379,702)
Other comprehensive income, net
Foreign currency translation adjustment	(63,048)		(71,962)
Comprehensive loss	$ (730,142)	$ (72,867)	$ (14,471,390)	$ (379,702)
Loss per share (continuing operations)
Basic	$ (0.03)	$ (0.01)	$ (0.68)	$ (0.03)
Loss per share (discontinued operations)
Basic	$ 0	$ 0	$ (0.05)	$ 0
Weighted average common shares outstanding
Basic and diluted	21,048,776	12,902,867	21,067,574	11,435,068

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance at Dec. 31, 2020	$ 40		$ 3,059,846	$ (3,485,302)		$ (425,416)
Beginning balance, shares at Dec. 31, 2020	397,867
Equity financing	$ 950		1,781,303			1,782,253
Equity financing, shares	9,500,000
Conversion of related party debt to equity	$ 300		596,447			596,747
Conversion of related party debt to equity, shares	3,000,000
Net loss				(103,291)		(103,291)
Ending balance at Mar. 31, 2021	$ 1,290		5,437,596	(3,588,593)		1,850,293
Ending balance, shares at Mar. 31, 2021	12,897,867
Beginning balance at Dec. 31, 2020	$ 40		3,059,846	(3,485,302)		(425,416)
Beginning balance, shares at Dec. 31, 2020	397,867
Net loss						(379,702)
Ending balance at Sep. 30, 2021	$ 1,290		5,512,596	(3,865,004)		1,648,882
Ending balance, shares at Sep. 30, 2021	12,902,867
Beginning balance at Mar. 31, 2021	$ 1,290		5,437,596	(3,588,593)		1,850,293
Beginning balance, shares at Mar. 31, 2021	12,897,867
Net loss				(203,544)		(203,544)
Stock based compensation			75,000			75,000
Stock based compensation, shares	5,000
Ending balance at Jun. 30, 2021	$ 1,290		5,512,596	(3,792,317)		1,721,749
Ending balance, shares at Jun. 30, 2021	12,902,867
Net loss				(72,867)		(72,867)
Ending balance at Sep. 30, 2021	$ 1,290		5,512,596	(3,865,004)		1,648,882
Ending balance, shares at Sep. 30, 2021	12,902,867
Beginning balance at Dec. 31, 2021	$ 2,131		4,218,829	(4,473,739)	34,389	(218,390)
Beginning balance, shares at Dec. 31, 2021	21,316,958
Net loss				(957,362)		(957,362)
Foreign currency translation adjustment					12,189	12,189
Ending balance at Mar. 31, 2022	$ 2,131		4,218,829	(5,431,101)	46,758	(1,163,563)
Ending balance, shares at Mar. 31, 2022	21,316,958
Beginning balance at Dec. 31, 2021	$ 2,131		4,218,829	(4,473,739)	34,389	(218,390)
Beginning balance, shares at Dec. 31, 2021	21,316,958
Conversion of related party debt to equity						596,747
Net loss						(14,399,428)
Ending balance at Sep. 30, 2022	$ 2,104		24,441,120	(18,873,167)	(71,962)	5,498,095
Ending balance, shares at Sep. 30, 2022	21,048,776
Beginning balance at Mar. 31, 2022	$ 2,131		4,218,829	(5,431,101)	46,758	(1,163,563)
Beginning balance, shares at Mar. 31, 2022	21,316,958
Net loss				(12,774,972)		(12,774,972)
Foreign currency translation adjustment					(8,914)	(8,914)
Sale of Dutch asset	$ (177)		12,602,441		(107,473)	12,494,791
Sale of Dutch asset, shares	(1,768,182)
Stock issuance ETBV acquisition	$ 150		7,619,850			7,620,000
Stock issuance ETBV acquistion, shares	1,500,000
Foreign currency translation through sale of Dutch asset					60,895	60,895
Ending balance at Jun. 30, 2022	$ 2,104		24,441,120	(18,206,073)	(8,914)	6,228,237
Ending balance, shares at Jun. 30, 2022	21,048,776
Net loss				(667,094)		(667,094)
Foreign currency translation adjustment					(63,048)	(63,048)
Ending balance at Sep. 30, 2022	$ 2,104		$ 24,441,120	$ (18,873,167)	$ (71,962)	$ 5,498,095
Ending balance, shares at Sep. 30, 2022	21,048,776

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$ (14,399,428)	$ (379,702)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization	4,290	1,634
Issuance of stock	7,620,000	75,000
Asset purchase consideration	3,557,945
PPP loan forgiveness		(20,000)
Change in operating assets and liabilities:
Other current assets		70,000
Sales tax receivable	(6,865)
Prepaid expenses and other costs	(55,099)	(5,250)
Accounts payable and accrued expenses	(200,035)	(21,368)
Net cash used in operating activities – continuing operations	(3,479,192)	(279,686)
Net cash used in operating activities – discontinued operations	971,694
Net cash used in operating activities	(2,507,498)	(279,686)
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to Volt H2		(1,100,000)
Cash paid website development costs	(26,524)	(19,615)
Cash paid in asset acquisition – related party, net	(3,281,974)
Cash acquired in sale of subsidiaries, net	11,184,512
Net cash used in investing activities – continuing operations	7,876,014	(1,119,615)
Net cash used in investing activities – discontinued operations
Net cash used in investing activities	7,876,014	(1,119,615)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes	96,614
Principal repayment of related party notes	(94,709)
Proceeds from equity financing, net of issuance costs		1,782,253
Net cash provided by financing activities – continuing operations	1,905	1,782,253
Net cash used in financing activities – discontinued operations
Net cash provided by (used in) financing activities	1,905	1,782,253
Net increase (decrease) in cash and cash equivalents	5,370,421	382,952
Effect of foreign currency translation on cash	(29,116)
Cash and cash equivalents - beginning of period	137,839	7,102
Cash and cash equivalents - end of period	5,479,144	390,054
Supplemental disclosure of non-cash investing and financing activities
Conversion of debt and accrued interest		$ 596,747

ORGANIZATION AND LINE OF BUSINE

ORGANIZATION AND LINE OF BUSINESS	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
ORGANIZATION AND LINE OF BUSINESS	1. ORGANIZATION AND LINE OF BUSINESS Vision Hydrogen Corporation (the “Company” or “VisionH2”) is a renewable energy company developing clean hydrogen production and storage facilities for the commercial, industrial and transportation sectors through site procurement, permitting, pre-development and grid integration. The Company seeks to utilizing hydrogen as fuel, feedstock, and as a grid balancing & capacitance solution. VisionH2 is committed to providing low carbon solutions with high yield hydrogen production, storage and distribution services for the European renewable economy and supply chain. 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. Since inception the Company has been involved in the hydrogen and renewable energy space. We have three subsidiaries, VisionH2 Holdings AG, Evolution Terminals BV and VisionH2 UK Ltd.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any other interim period or for any other future year. These unaudited 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, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 30, 2021 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. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation specifically as it relates to the reclassification of assets, liabilities, operating results and cash flows. Comprehensive Gain/Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive loss is $ 0 For the three month and nine months ended September 30, 2022, the Company recorded comprehensive loss of $ 63,048 71,962 no VISION HYDROGEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022 AND 2021 Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). Website Development Costs Website development costs were for a new company website created in 2021 and are amortized over 3 Leases Please see note 5. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. VISION HYDROGEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022 AND 2021 Asset acquisitions Asset acquisitions are measured based on their cost to us, including transaction costs incurred by us. An asset acquisition’s cost or the consideration transferred by us is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash we paid to the seller, as well as transaction costs incurred by us. Consideration given in the form of nonmonetary assets, liabilities incurred or equity interests issued is measured based on either the cost to us or the fair value of the assets or net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the assets acquired based on their estimated relative fair values. We engage third-party appraisal firms to assist in the fair value determination of inventories, identifiable long-lived assets and identifiable intangible assets. Goodwill is not recognized in asset acquisition.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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. During 2020 a director of the Company lent the Company a total of $ 596,747 6 3,253 600,000 3,000,000 On November 8, 2021 we acquired the 84 8,409,091 725,000 66 On May 11, 2022 we sold our Vlissingen and Terneuzen green hydrogen development projects and related assets to Volt Energy BV, a company controlled by a former director and co-CEO, in exchange for $ 11,250,000 1,768,182 see “Note 9”) On May 30, 2022 we acquired Evolution Terminals B.V., a Dutch corporation (“ETBV”) from a n investment firm of which our CEO is principal for a purchase price of $ 3,500,000 1,500,000 On June 20, 2022 we entered into a Management Services Agreement with a company controlled by our CEO pursuant to which we receive executive, business consulting and advisory, business development and other services. The Agreement is for an initial term of three years and will automatically renew for one or more additional two-year renewal periods unless terminated. The fee under the Management Services Agreement is $ 100,000 2 5

SIGNIFICANT CONCENTRATIONS OF C

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK	9 Months Ended
	Sep. 30, 2022
Risks and Uncertainties [Abstract]
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK	4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Cash is maintained at an authorized deposit-taking institution (bank) incorporated in the United States, Canada and The Netherlands and is insured by the U.S. Federal Deposit Insurance Corporation (FDIC), the Canada Deposit Insurance Corporation (CDIC) and the Dutch Central Bank (DNB) up to $ 250,000 73,000 114,000 4,123,932 1,130,836

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
Leases
LEASES	5. LEASES Operating Leases For leases with a term of 12 months or less, the Company is permitted to make and has made an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and we recognize lease expense for such leases on a straight-line basis over the lease term. The Company maintains its principal office at 95 Christopher Columbus Drive, 16 th VISION HYDROGEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022 AND 2021 Finance Leases As of September 30, 2022 and December 31, 2021, the Company had no

STOCK OPTIONS AWARDS AND GRANTS

STOCK OPTIONS AWARDS AND GRANTS	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
STOCK OPTIONS AWARDS AND GRANTS	6. STOCK OPTIONS AWARDS AND GRANTS There was no stock option activity from the 2016 Incentive Stock Option Plan from January 1, 2022 to September 30, 2022. As of September 30, 2022, there was no

REGISTRATION STATEMENT

REGISTRATION STATEMENT	9 Months Ended
	Sep. 30, 2022
Registration Statement
REGISTRATION STATEMENT	7. REGISTRATION STATEMENT In October 2020, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission, whereby the Company registered 12,500,000 12,500,000 2,500,000 596,747 1,903,253 70,000 51,000

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	8. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02 and issued subsequent amendments to the initial guidance thereafter. This ASU requires an entity to recognize a right of use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification of the underlying lease as either finance or operating. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for the Company on January 1, 2019. Entities are required to adopt ASU 2016-02 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). The Company adopted the new standard on its effective date. In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard will become effective for the Company beginning January 1, 2019, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures. In August 2018, the FASB issue ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The new standard will become effective for the Company January 1, 2020, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The Company has adopted this standard and there is no impact on the current financial statements. VISION HYDROGEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022 AND 2021 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company has not yet adopted this standard and there is no impact expected on the current financial statements.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	9. DISCONTINUED OPERATIONS On November 8, 2021, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VoltH2 Holdings AG (“VoltH2”), a Swiss corporation, and the other shareholders of VoltH2 (each, a “Seller”, and together, the “Sellers”) pursuant to which we acquired VoltH2 (the “Acquisition”). VoltH2 is a European-based developer of clean hydrogen production facilities for the supply of commercial offtake volumes of clean hydrogen to manufacturers, gas and power traders, industrial consumers, and both heavy and marine transportation sectors that have pivoted away from carbon emitting energy sources and fuels. Pursuant to the Purchase Agreement, we acquired an 84.1 15.9 100 The VoltH2 acquisition was accounted for as an asset acquisition with no step-up basis due to our 15.9 8,409,091 11 1,340,426 93,840,427 There were no The following pro forma financial information presents the combined results of operations of VoltH2 and the Company for the three and nine months ended September 31, 2021. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of 2021. The unaudited pro forma results presented include amortization charges for acquired intangible assets, interest expense and stock-based compensation expense. Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2021. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION Three Months Ended Nine Months Ended Revenues $ - $ - Net income (loss) $ (505,638 ) $ (1,149,198 ) Net income per share: Basic and diluted $ (0.39 ) $ (0.92 ) VISION HYDROGEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022 AND 2021 On May 6, 2022, we, through our wholly owned Swiss subsidiary, VoltH2 Holdings AG (“VoltH2”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Volt Energy BV (the “Purchaser”) pursuant to which we agreed to sell our 100% interest in our Vlissingen green hydrogen development project and our 50% interest in our Terneuzen green hydrogen development project and related assets (the “Dutch Projects”) 11,250,000 1,768,182 623,078 11,250,000 The results of discontinued operations are as follows: SCHEDULE OF DISCONTINUED OPERATIONS Three months ended September 30, 2022 Nine months ended September 30, 2022 Selling, general and administrative expenses - 1,028,088 Discontinued operations for the period $ - $ (1,028,088 )

ASSET ACQUISTION UNDER COMMON C

ASSET ACQUISTION UNDER COMMON CONTROL	9 Months Ended
	Sep. 30, 2022
Asset Acquistion Under Common Control
ASSET ACQUISTION UNDER COMMON CONTROL	10. ASSET ACQUISTION UNDER COMMON CONTROL On May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“ETBV”), and ETBV’s sole shareholder. ETBV is developing a green energy terminal for the storage and handling of sustainable products and fuels. On May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“ETBV”) pursuant to which we acquired ETBV (the “Acquisition”) from a n investment firm of which our CEO is principal for a purchase price of $ 3,500,000 1,500,000 The asset had capitalized project development costs of $ 1,554,952 3,500,000 7,620,000 57,945

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any other interim period or for any other future year. These unaudited 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, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 30, 2021 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.
Use of Estimates	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	Reclassification Certain prior period amounts have been reclassified to conform to current period presentation specifically as it relates to the reclassification of assets, liabilities, operating results and cash flows.
Comprehensive Gain/Loss	Comprehensive Gain/Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive loss is $ 0 For the three month and nine months ended September 30, 2022, the Company recorded comprehensive loss of $ 63,048 71,962 no VISION HYDROGEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022 AND 2021
Currency Translation	Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”).
Website Development Costs	Website Development Costs Website development costs were for a new company website created in 2021 and are amortized over 3
Leases	Leases Please see note 5.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. VISION HYDROGEN CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2022 AND 2021
Asset acquisitions	Asset acquisitions Asset acquisitions are measured based on their cost to us, including transaction costs incurred by us. An asset acquisition’s cost or the consideration transferred by us is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash we paid to the seller, as well as transaction costs incurred by us. Consideration given in the form of nonmonetary assets, liabilities incurred or equity interests issued is measured based on either the cost to us or the fair value of the assets or net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the assets acquired based on their estimated relative fair values. We engage third-party appraisal firms to assist in the fair value determination of inventories, identifiable long-lived assets and identifiable intangible assets. Goodwill is not recognized in asset acquisition.

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION	Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2021. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION Three Months Ended Nine Months Ended Revenues $ - $ - Net income (loss) $ (505,638 ) $ (1,149,198 ) Net income per share: Basic and diluted $ (0.39 ) $ (0.92 )
SCHEDULE OF DISCONTINUED OPERATIONS	The results of discontinued operations are as follows: SCHEDULE OF DISCONTINUED OPERATIONS Three months ended September 30, 2022 Nine months ended September 30, 2022 Selling, general and administrative expenses - 1,028,088 Discontinued operations for the period $ - $ (1,028,088 )

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Accumulated other comprehensive loss	$ 0		$ 0		$ 0
Comprehensive loss	$ 63,048	$ 0	$ 71,962	$ 0
Amortization term			3 years

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						3 Months Ended	9 Months Ended
	Jun. 20, 2022	May 30, 2022	May 11, 2022	Nov. 08, 2021	Jan. 21, 2021	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2020
Debt instrument, face amount								$ 596,747
Interest rate percenatge								6%
Cash payment of debt					$ 3,253
Value of debt converted					$ 600,000
Debt converted of shares					3,000,000
Purchase price for acquisition						$ 7,620,000
Legal fees							$ 70,000
Volt Energy BV [Member]
Cash received for dutch properties, sales			$ 11,250,000
Cash received for dutch properties, shares			1,768,182
Chief Executive Officer [Member] | Management Service Agreement [Member]
Legal fees	$ 100,000
Chief Executive Officer [Member] | Management Service Agreement [Member] | Minimum [Member]
Related party index plus percentage	2%
Chief Executive Officer [Member] | Management Service Agreement [Member] | Maximum [Member]
Related party index plus percentage	5%
VoltH2 Holdings AG [Member]
Principal shares owned, percent				84%
Purchase price for acquisition, shares				8,409,091
VoltH2 Holdings AG [Member] | Chief Executive Officer [Member]
Principal shares owned, percent				66%
Principal shares owned				725,000
Evolution Terminals BV [Member]
Purchase price for acquisition, shares		1,500,000
Purchase price for acquisition		$ 3,500,000

SIGNIFICANT CONCENTRATIONS OF_2

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK (Details Narrative)	Sep. 30, 2022 USD ($)
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Cash, FDIC insured amount	$ 250,000
CDIC insured amount	73,000
Cash dutch central bank insured amount	114,000
Canada Deposit Insurance Corporation [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Cash, FDIC insured amount	4,123,932
Dutch Central Bank [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Cash, FDIC insured amount	$ 1,130,836

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Leases
Finance lease	$ 0	$ 0

STOCK OPTIONS AWARDS AND GRAN_2

STOCK OPTIONS AWARDS AND GRANTS (Details Narrative)	Sep. 30, 2022 USD ($)
Share-Based Payment Arrangement [Abstract]
Unrecognized compensation expense	$ 0

REGISTRATION STATEMENT (Details

REGISTRATION STATEMENT (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Jan. 31, 2021	Oct. 31, 2020	Mar. 31, 2021	Sep. 30, 2022
Registration Statement
Sale of stock shares issued	12,500,000	12,500,000
Sale of stock consideration amount	$ 2,500,000
Conversion of debt into equity			$ 596,747	$ 596,747
Proceeds from issuance of debt				1,903,253
Legal fees				70,000
Consulting fee				$ 51,000

SCHEDULE OF PRO FORMA FINANCIAL

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]
Revenues
Net income (loss)	$ (505,638)	$ (1,149,198)
Basic and diluted	$ (0.39)	$ (0.92)

SCHEDULE OF DISCONTINUED OPERAT

SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
Selling, general and administrative expenses		$ 1,028,088
Discontinued operations for the period		$ (1,028,088)

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
	May 11, 2022	May 06, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Nov. 08, 2021
VoltH2 [Member]
Number of shares issued on acquisition					8,409,091
Closing maket price			$ 11		$ 11
Net assets			$ 1,340,426		$ 1,340,426
Consideration transferred transaction cost					93,840,427
Business combination acquisition related costs			$ 0	$ 0	$ 0	$ 0
Percentage of interest description		VoltH2 Holdings AG (“VoltH2”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Volt Energy BV (the “Purchaser”) pursuant to which we agreed to sell our 100% interest in our Vlissingen green hydrogen development project and our 50% interest in our Terneuzen green hydrogen development project and related assets (the “Dutch Projects”)
Cash received for dutch properties, sale		$ 11,250,000
Cash received for dutch properties, shares		1,768,182
Disposition of assets	$ 623,078
VoltH2 [Member] | Additional Paid-in Capital [Member]
Cash received for dutch properties, sale		$ 11,250,000
VoltH2 [Member]
Ownership percentage			15.90%		15.90%
Purchase Agreement [Member] | VoltH2 [Member]
Ownership percentage							100%
Purchase Agreement [Member] | VoltH2 [Member]
Equity interest, percenatge							84.10%
Existing ownership interest							15.90%

ASSET ACQUISTION UNDER COMMON_2

ASSET ACQUISTION UNDER COMMON CONTROL (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
	May 30, 2022	Jun. 30, 2022	Sep. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price of asset acquisition		$ 7,620,000
Evolution Terminals BV [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price of asset acquisition	$ 3,500,000
Stock issuance ETBV acquistion, shares	1,500,000
Purchase price consideration			$ 3,500,000
Business acquisition, issuance of stock			7,620,000
Business acquisition, assets acquired			$ 57,945
Stock Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Development costs	$ 1,554,952
Stock Purchase Agreement [Member] | Evolution Terminals BV [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price of asset acquisition	$ 3,500,000
Stock issuance ETBV acquistion, shares	1,500,000