DISCONTINUED OPERATIONS | 6. 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 16,818,182 5.50 ($1,340,426) 93,840,427 At December 31, 2021 the Company had $ 93,602 129,552 507,273 66,655 There were no The following pro forma financial information presents the combined results of operations of VoltH2 and the Company for the year ended December 31, 2021. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of 2021. The unaudited pro forma results presented include amortization charges for acquired intangible assets, interest expense and stock-based compensation expense. Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2021. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION Year Ended December 31, 2021 Revenues $ - Net income (loss) $ (2,798,673 ) Net income per share: Basic and diluted $ (0.16 ) VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 3,536,364 623,078 11,250,000 The results of discontinued operations are as follows: SCHEDULE OF DISCONTINUED OPERATIONS Year ended December 31, 2022 Year ended December 31, 2021 Selling, general and administrative expenses 1,028,088 393,897 Discontinued operations for the period $ (1,028,088 ) $ (393,897 ) |