Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55802 | ||
Entity Registrant Name | VISION ENERGY 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 50,955,156 | ||
Entity Common Stock, Shares Outstanding | 42,097,552 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 3,712,826 | $ 137,839 |
Sales tax receivable | 29,266 | |
Prepaid expenses | 432,295 | 12,374 |
Current assets held for sale | 93,602 | |
Total current assets | 4,174,387 | 243,815 |
Website development costs net | 85,453 | 25,233 |
Deferred offering cost | 25,000 | |
Non-current assets held for sale | 129,552 | |
Total non-current assets | 110,453 | 154,785 |
Total assets | 4,284,840 | 398,600 |
Current liabilities | ||
Accounts payable and accrued expenses | 175,553 | 43,062 |
Current liabilities held for sale | 507,273 | |
Total current liabilities | 175,553 | 550,335 |
Noncurrent liabilities | ||
Non-current liabilities held for sale | 66,655 | |
Total noncurrent liabilities | 66,655 | |
Total liabilities | 175,553 | 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; 200,000,000 shares authorized; 42,097,552 and 42,633,916 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively | 4,208 | 4,262 |
Additional paid-in capital | 24,439,016 | 4,216,698 |
Accumulated other comprehensive gain (loss) | 1,645 | 34,389 |
Accumulated (deficit) | (20,335,582) | (4,473,739) |
Total stockholders’ equity (deficit) | 4,109,287 | (218,390) |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ 4,284,840 | $ 398,600 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,097,552 | 42,633,916 |
Common stock, shares outstanding | 42,097,552 | 42,633,916 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Sales | ||
Total revenue | ||
Cost of goods sold | ||
Direct costs | ||
Total cost of goods sold | ||
Gross profit | ||
Operating expenses | ||
General and administrative expenses | 9,573,720 | 477,040 |
Fees paid on acquisition of ETBV – related party | 4,120,145 | |
Management fees – related party | 1,139,566 | 137,500 |
Total operating expenses | 14,833,431 | 614,540 |
Loss from operations | (14,833,431) | (614,540) |
Other expenses (income) | ||
Interest expense | 324 | |
Loan forgiveness | (20,000) | |
Total other expenses | 324 | (20,000) |
Net (loss) from continuing operations | (14,833,755) | (594,540) |
Discontinued operations (note 9) | (1,028,088) | (393,897) |
Net (loss) | (15,861,843) | (988,437) |
Other comprehensive income (loss), net | ||
Foreign currency translation adjustment | (32,744) | 34,389 |
Comprehensive (loss) | (15,894,587) | (954,048) |
Deemed dividend from Volt acquisition | (93,840,427) | |
Net comprehensive loss attributable to common shareholders | $ (15,894,587) | $ (94,794,475) |
Loss per share (continuing operations) | ||
Basic and diluted | $ (0.35) | $ (0.02) |
Loss per share (discontinued operations) | ||
Basic and diluted | (0.02) | (0.01) |
Loss per share (attributable to common shareholders) | ||
Basic and diluted | $ (0.38) | $ (3.59) |
Weighted average common shares outstanding | ||
Basic and diluted | 42,125,672 | 26,435,278 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Dec. 31, 2020 | $ 80 | $ 3,059,806 | $ (3,485,806) | $ (425,416) | ||
Balance, shares at Dec. 31, 2020 | 795,734 | |||||
Stock-based compensation | 122,500 | $ 122,500 | ||||
Stock-based compensation, shares | 20,000 | 20,000 | ||||
Equity financing | $ 1,900 | 1,780,353 | $ 1,782,253 | |||
Equity financing, shares | 19,000,000 | |||||
Conversion of related party debt to equity | $ 600 | 596,147 | 596,747 | |||
Conversion of related party debt to equity, shares | 6,000,000 | |||||
Foreign currency translation adjustment | 34,389 | 34,389 | ||||
Foreign currency translation adjustment, shares | ||||||
Stock issuance ETBV acquisition-related party | $ 1,682 | 92,498,319 | $ 92,500,001 | |||
Stock issuance ETBV acquistion, shares | 16,818,182 | 16,818,182 | ||||
Deemed dividend on Volt acquisition | (93,840,427) | $ (93,840,427) | ||||
Net loss | (988,437) | (988,437) | ||||
Balance at Dec. 31, 2021 | $ 4,262 | 4,216,698 | (4,473,739) | 34,389 | (218,390) | |
Balance, shares at Dec. 31, 2021 | 42,633,916 | |||||
Conversion of related party debt to equity | 596,747 | |||||
Foreign currency translation adjustment | 13,834 | 13,834 | ||||
Stock issuance ETBV acquisition-related party | $ 300 | 7,619,700 | 7,620,000 | |||
Stock issuance ETBV acquistion, shares | 3,000,000 | |||||
Deemed dividend on Volt acquisition | ||||||
Net loss | (15,861,843) | (15,861,843) | ||||
Sale of Dutch asset | $ (354) | 12,602,618 | (107,473) | 12,494,791 | ||
Sale of Dutch asset, shares | (3,536,364) | |||||
Foreign currency translation adjustment, through date of Dutch asset sale | 60,895 | 60,895 | ||||
Balance at Dec. 31, 2022 | $ 4,208 | $ 24,439,016 | $ (20,335,582) | $ 1,645 | $ 4,109,287 | |
Balance, shares at Dec. 31, 2022 | 42,097,552 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) from continuing operations | $ (15,861,843) | $ (988,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Issuance of stock – net | 7,620,000 | |
Asset purchase consideration | 3,557,945 | |
Depreciation and amortization | 6,224 | 3,245 |
Stock-based compensation | 122,500 | |
Loan forgiveness | (20,000) | |
Change in fair value contingent consideration | ||
Change in operating assets and liabilities: | ||
Other current assets | 70,000 | |
Deferred offering cost | (25,000) | |
Sales tax receivable | (24,958) | |
Prepaid expenses and other costs | (419,921) | (3,625) |
Accounts payable and accrued expenses | (138,820) | (25,620) |
Net cash used in in operating activities – continuing operations | (5,286,373) | (841,937) |
Net cash provided by operating activities – discontinued operations | 971,694 | (30,744) |
Net cash used in operating activities | (4,314,679) | (872,681) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Loan to VoltH2 | (1,100,000) | |
Cash paid website development costs | (65,305) | (25,233) |
Cash paid for purchase of fixed assets | (11,101) | |
Cash paid in asset acquisition – related party, net | (3,281,974) | |
Cash acquired in business acquisition | 349,195 | |
Cash received of in sale of subsidiaries, net | 11,184,512 | |
Net cash used in investing activities – continuing operations | 7,837,233 | (787,139) |
Net cash used in investing activities – discontinued operations | ||
Net cash used in investing activities | 7,837,233 | (787,139) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party notes | 96,614 | |
Principal repayment of related party notes | (94,709) | |
Repayment of convertible debt | ||
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 provided by (used in) financing activities – discontinued operations | ||
Net cash provided by financing activities | 1,905 | 1,782,253 |
Net increase (decrease) in cash and cash equivalents | 3,524,459 | 122,433 |
Effect of foreign currency translation on cash | 50,528 | 8,304 |
Cash and cash equivalents - beginning of period | 137,839 | 7,102 |
Cash and cash equivalents - end of period | 3,712,826 | 137,839 |
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 | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Vision Energy Corporation (the “Company”) 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 utilize hydrogen as fuel, feedstock, and as a grid balancing & capacitance solution. The Company 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 and then to Vision Energy Corporation in November 2022. Since inception the Company has been involved in the 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. At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going concern. As reflected in the financial statements, the Company had a net loss from continuing operations of $ 14,833,755 5,286,373 3,712,826 5,286,373 Despite generating cash proceeds from the sale of the Dutch Projects of $ 11,250,000 Management has evaluated the significance of these conditions and under these circumstances these conditions raise substantial doubt about the ability to continue as a going concern. To alleviate these concerns the Company is planning for an equity raise in the next year and continuing to develop its newest asset and evaluate ways to monetize the project where possible. The annual report has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. 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. Research and development costs The Company acquired certain in process research and development “IPRD” assets upon the purchase of Evolution Terminals BV. IPRD assets can only be capitalized once project commercialization has been achieved, These assets consisted of a series of reports, estimates, data and other financial models. The Company has elected to expenses these costs as it continues its progress. 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 Comprehensive gain consists of two components, net gain, and other comprehensive gain. The Company’s other comprehensive gain is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive gain is, 1,645 34,389 For the year ended December 31, 2022, the Company recorded a comprehensive gain of $ 32,744 34,389 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”). VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 Website Development Costs Website development costs were for a new company website created in 2021, updated in 2022 and are amortized over 3 Leases Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease right of use asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. 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 clearer. 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. |
GENERAL AND ADMINSTRATIVE
GENERAL AND ADMINSTRATIVE | 12 Months Ended |
Dec. 31, 2022 | |
General And Adminstrative | |
GENERAL AND ADMINSTRATIVE | 3. GENERAL AND ADMINSTRATIVE Our general and administrative expenses from continuing operations for the year ended December 31, 2022 were $ 9,573,720 7,620,000 1,314,574 122,455 116,138 108,000 54,347 50,402 93,000 94,804 477,040 130,875 122,500 105,517 48,500 44,124 25,524 VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 4. 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 The Company holds a Long Lease Agreement with North Sea Port for a 16.4 hectare site at which the Company is developing its Green Energy Hub project. The Company pays a reservation fee to North Sea Port during the development phase of the project, and from the date of execution of the notarial deed, Evolution Terminals B.V. will pay the full annual leasehold fee for a term of forty years with a one-time option to extend for a further ten years for a total of fifty years. In the first two-years post-execution of the notarial deed, the annual leasehold fee will be discounted by 50% to reduce land lease costs during construction. Once the notarial deed is executed, the Company will account for the long lease as listed in Note 2. Finance Leases As of December 31, 2022, and December 31, 2021, the Company had no |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 5. 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. 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 non-employee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard will become effective for the Company beginning January 1, 2019, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures. 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. VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The Company has adopted this standard and there is no impact on the current financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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 ) |
ASSET ACQUISTION FROM RELATED P
ASSET ACQUISTION FROM RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Asset Acquistion From Related Party | |
ASSET ACQUISTION FROM RELATED PARTY | 7. ASSET ACQUISTION FROM RELATED PARTY On May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“ETBV”), and ETBV’s sole shareholder. ETBV is developing a green energy terminal for the storage and handling of sustainable products and fuels. On May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“ETBV”) pursuant to which we acquired ETBV (the “Acquisition”) from an investment firm of which our CEO is principal for a purchase price of $ 3,500,000 3,000,000 16.4-hectare The Acquisition closed on May 31, 2022. The asset had capitalized project development costs which consisted of financial models, environmental impact assessments, layout drawings, terminal operation simulations, and other various permitting reports and storage designs. These capitalized project development costs were determined to be In-Process-Research-and-Development (“IPRD). In-Process-Research-and-Development can only be capitalized under GAAP once project viability has been achieved. Since the acquisition was related party, the accounting should be acknowledged at predecessor cost and not historical cost. Predecessor cost is what the predecessor owner had recorded, and per the explanation above, all the amounts are expensed. The total purchase price consideration was expensed in the year ended December 31, 2022, consisted of $ 3,500,000 in acquisition costs, $ 7,620,000 in issuance of stock at a price of $ 2.54 offset by $ 57,945 in liabilities |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. 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 VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 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 challenges, if any, from taxing authorities. When facts and circumstances change, the Company reassess 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. The components of income tax expense (benefit) from continuing operations are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Year Ended December 31, Current 2022 2021 U.S. Federal $ - $ - U.S. State and local - - Netherlands - - Total current - - 2022 2021 Year Ended December 31, Deferred 2022 2021 U.S. Federal $ - $ - U.S. State and local - - Netherlands - - Total deferred - - Total income tax expense - - At December 31, 2022 and 2021, the Company had deferred tax assets from continuing operations loss of $ 840,247 and $ 518,669 , respectively, against which a valuation allowance of $ 4,658,290 1,230,092 3,428,198 VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 Significant components of deferred tax assets from continuing operations at December 31, 2022 and 2021 were as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS 2022 2021 December 31, Deferred tax assets: 2022 2021 Net operating loss carryforward 558,696 626,469 Capital loss carryforward 677,000 677,000 Share-based compensation 2,131,547 34,423 Gross deferred tax asset 3,367,243 1,337,891 Less: valuation allowance (3,367,243 ) (1,337,891 ) Net deferred tax assets - - |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share (attributable to common shareholders) | |
INCOME (LOSS) PER SHARE | 9. INCOME (LOSS) PER SHARE The following table sets forth the information needed to compute basic loss per share. There are no dilutive securities. Continuing Operations: SCHEDULE OF COMPUTE BASIC AND DILUTED LOSS PER SHARE CONTINUED AND DISCONTINUED Year Ended Year Ended Net (loss) from continuing operations $ (14,833,755 ) $ (594,540 ) Weighted average common shares outstanding 42,125,672 26,435,278 Basic net loss per share $ (0.35 ) $ (0.02 ) Discontinued Operations: Year Ended Year Ended Net loss $ (1,028,088 ) $ (393,897 ) Weighted average common shares outstanding 42,125,672 26,435,278 Basic net loss per share $ (0.02 ) $ (0.01 ) Total Comprehensive loss attributable to common shareholders: SCHEDULE OF COMPREHENSIVE LOSS Year Ended Year Ended Total Net comprehensive loss attributable to common shareholders $ (15,894,587 ) $ (94,794,475 ) Weighted average common shares outstanding 42,125,672 26,435,278 Basic net loss per share $ (0.38 ) $ (3.59 ) VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified people as directors and executive officers. During 2020 a director of the Company lent the Company a total of $ 596,747 6 3,253 600,000 6,000,000 On November 8, 2021, we acquired the 84 16,818,182 725,000 66 11,250,000 3,536,364 On May 30, 2022, we acquired Evolution Terminals B.V., a Dutch corporation (“ETBV”) from an investment firm of which our CEO is principal for a purchase price of $ 3,500,000 3,000,000 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 VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 |
SIGNIFICANT CONCENTRATIONS OF C
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK | 11. 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 3,025,100 430,871 |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2022 | |
Share Capital | |
SHARE CAPITAL | 12. SHARE CAPITAL The Company currently has 42,097,552 200,000,000 5,000,000 zero For the year ended December 31, 2021 there was 20,000 16,818,182 In October 2020, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission, whereby the Company registered 25,000,000 25,000,000 2,500,000 596,747 1,903,253 70,000 51,000 For the year ended December 31, 2022 there was 3,536,364 3,000,000 2.54 On November 8, 2022, we effectuated a two-for-one (2:1) 0.0001 100,000,000 200,000,000 All common and per share amounts have been restated to give retroactive effect to the share consolidation. |
STOCK OPTIONS AWARDS AND GRANTS
STOCK OPTIONS AWARDS AND GRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS AWARDS AND GRANTS | 13. STOCK OPTIONS AWARDS AND GRANTS There was no stock option activity from the 2016 Incentive Stock Option Plan for both years ended December 31, 2021 and 2022. As of December 31, 2022, there was no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On January 10, 2023, the Company incorporated three new subsidiaries to accommodate strategic initiatives for prospective partners, operators and launching customers for its integrated Green Energy Hub development in North Sea Port of Vlissingen, the Netherlands. Vision Hydrogen BV is a project development company to develop, own and operate the Company’s planned ammonia cracking facility, for back-cracking imported green ammonia to hydrogen gas as a service. It is planned that the ammonia cracking facility will integrate with the Company’s import, storage and handling terminal development in Vlissingen via a short pipeline enabling dedicated storage and handling capacity for imported green ammonia feedstock, subject to additional studies and obtaining all requisite permits and approvals. The Company has also incorporated “Evolution Terminals Operating BV”, a dedicated operating entity to jointly own and operate logistics infrastructure under a joint operating agreement on behalf of the terminal in the event that the terminal’s tank storage assets are owned by more than one strategic equity partner, and “Evolution Terminals SPV II BV”, a special purpose vehicle to be utilized for joint ownership of specific storage assets with a strategic launching customer or partner. On March 7, 2023 the Company announced it has filed the Environmental Impact Assessment known in the Netherlands as the “Milieueffectrapportage” or “MER”. The MER is a detailed and comprehensive environmental report that combines more than 25 individual reports and independent studies and represents a significant component of the Dutch permitting process for the Company’s Green Energy Hub development in the North Sea Port of Vlissingen, the Netherlands. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. |
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. |
Research and development costs | Research and development costs The Company acquired certain in process research and development “IPRD” assets upon the purchase of Evolution Terminals BV. IPRD assets can only be capitalized once project commercialization has been achieved, These assets consisted of a series of reports, estimates, data and other financial models. The Company has elected to expenses these costs as it continues its progress. |
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 | Comprehensive Gain Comprehensive gain consists of two components, net gain, and other comprehensive gain. The Company’s other comprehensive gain is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive gain is, 1,645 34,389 For the year ended December 31, 2022, the Company recorded a comprehensive gain of $ 32,744 34,389 |
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”). VISION ENERGY CORPORATION f/k/a VISION HYDROGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022, AND 2021 |
Website Development Costs | Website Development Costs Website development costs were for a new company website created in 2021, updated in 2022 and are amortized over 3 |
Leases | Leases Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease right of use asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
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 clearer. 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) | 12 Months Ended |
Dec. 31, 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 Year Ended December 31, 2021 Revenues $ - Net income (loss) $ (2,798,673 ) Net income per share: Basic and diluted $ (0.16 ) |
SCHEDULE OF DISCONTINUED OPERATIONS | 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 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The components of income tax expense (benefit) from continuing operations are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Year Ended December 31, Current 2022 2021 U.S. Federal $ - $ - U.S. State and local - - Netherlands - - Total current - - 2022 2021 Year Ended December 31, Deferred 2022 2021 U.S. Federal $ - $ - U.S. State and local - - Netherlands - - Total deferred - - Total income tax expense - - |
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS | Significant components of deferred tax assets from continuing operations at December 31, 2022 and 2021 were as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS 2022 2021 December 31, Deferred tax assets: 2022 2021 Net operating loss carryforward 558,696 626,469 Capital loss carryforward 677,000 677,000 Share-based compensation 2,131,547 34,423 Gross deferred tax asset 3,367,243 1,337,891 Less: valuation allowance (3,367,243 ) (1,337,891 ) Net deferred tax assets - - |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share (attributable to common shareholders) | |
SCHEDULE OF COMPUTE BASIC AND DILUTED LOSS PER SHARE CONTINUED AND DISCONTINUED | The following table sets forth the information needed to compute basic loss per share. There are no dilutive securities. Continuing Operations: SCHEDULE OF COMPUTE BASIC AND DILUTED LOSS PER SHARE CONTINUED AND DISCONTINUED Year Ended Year Ended Net (loss) from continuing operations $ (14,833,755 ) $ (594,540 ) Weighted average common shares outstanding 42,125,672 26,435,278 Basic net loss per share $ (0.35 ) $ (0.02 ) Discontinued Operations: Year Ended Year Ended Net loss $ (1,028,088 ) $ (393,897 ) Weighted average common shares outstanding 42,125,672 26,435,278 Basic net loss per share $ (0.02 ) $ (0.01 ) |
SCHEDULE OF COMPREHENSIVE LOSS | Total Comprehensive loss attributable to common shareholders: SCHEDULE OF COMPREHENSIVE LOSS Year Ended Year Ended Total Net comprehensive loss attributable to common shareholders $ (15,894,587 ) $ (94,794,475 ) Weighted average common shares outstanding 42,125,672 26,435,278 Basic net loss per share $ (0.38 ) $ (3.59 ) |
ORGANIZATION AND LINE OF BUSI_2
ORGANIZATION AND LINE OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income loss | $ 14,833,755 | $ 594,540 |
Net cash provided by used in operating activities | 5,286,373 | 841,937 |
Cash | 3,712,826 | $ 137,839 |
Cash received for dutch properties, sale | $ 11,250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated pother comprehensive gain (loss) | $ 1,645 | $ 34,389 |
Comprehensive gain | 32,744 | (34,389) |
Comprehensive gain | $ (32,744) | $ 34,389 |
Website Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization period | 3 years |
GENERAL AND ADMINSTRATIVE (Deta
GENERAL AND ADMINSTRATIVE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 9,573,720 | $ 477,040 |
Legal fees | 70,000 | |
Professional fees | 51,000 | |
stock based compensation | 122,500 | |
General and Administrative Expense [Member] | ||
Non cash stock issuance of stock | 7,620,000 | |
general and administrative expenses | 1,314,574 | 477,040 |
Accounting and audit fees | 122,455 | 130,875 |
Legal fees | 116,138 | 105,517 |
Professional fees | 108,000 | |
Dues and subscriptions | 54,347 | 44,124 |
Investor relations | 50,402 | |
Director fees | 93,000 | 48,500 |
Miscellaneous expense | $ 94,804 | 25,524 |
stock based compensation | $ 122,500 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Lessee operating lease description | The Company holds a Long Lease Agreement with North Sea Port for a 16.4 hectare site at which the Company is developing its Green Energy Hub project. The Company pays a reservation fee to North Sea Port during the development phase of the project, and from the date of execution of the notarial deed, Evolution Terminals B.V. will pay the full annual leasehold fee for a term of forty years with a one-time option to extend for a further ten years for a total of fifty years. In the first two-years post-execution of the notarial deed, the annual leasehold fee will be discounted by 50% to reduce land lease costs during construction. Once the notarial deed is executed, the Company will account for the long lease as listed in Note 2. | ||
Finance lease | $ 0 | $ 0 |
SCHEDULE OF PRO FORMA FINANCIAL
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Discontinued Operations and Disposal Groups [Abstract] | |
Revenues | |
Net income (loss) | $ (2,798,673) |
Basic and diluted | $ / shares | $ (0.16) |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Selling, general and administrative expenses | $ 1,028,088 | $ 393,897 |
Discontinued operations for the period | $ (1,028,088) | $ (393,897) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
May 11, 2022 | May 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2021 | |
Number of shares issued on acquisition | 16,818,182 | ||||
current assets held for sale | $ 93,602 | ||||
Non-current assets held for sale | 129,552 | ||||
Current liabilities for sale | 507,273 | ||||
Non-current liabilities for sale | 66,655 | ||||
Cash received for dutch properties, sale | $ 11,250,000 | ||||
VoltH2 [Member] | |||||
Number of shares issued on acquisition | 16,818,182 | ||||
Closing maket price | $ 5.50 | ||||
Net assets | $ (1,340,426) | ||||
Consideration transferred transaction cost | 93,840,427 | ||||
Business combination acquisition related costs | $ 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 | 3,536,364 | ||||
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% | ||||
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 FROM RELATED_2
ASSET ACQUISTION FROM RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | ||
May 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase price of asset acquisition | $ 7,620,000 | $ 92,500,001 | |
Shares of common stock issued | 16,818,182 | ||
Evolution Terminals B.V. [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase price of asset acquisition | $ 3,500,000 | ||
Shares of common stock issued | 3,000,000 | 3,000,000 | |
Business Combination, Acquisition Related Costs | $ 3,500,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 7,620,000 | ||
Shares Issued, Price Per Share | $ 2.54 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 57,945 | ||
Stock Purchase Agreement [Member] | Evolution Terminals B.V. [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase price of asset acquisition | $ 3,500,000 | ||
Shares of common stock issued | 3,000,000 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
U.S. Federal | ||
U.S. State and local | ||
Netherlands | ||
Total current | ||
Deferred | ||
U.S. Federal | ||
U.S. State and local | ||
Netherlands | ||
Total deferred | ||
Total income tax expense |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 558,696 | $ 626,469 |
Capital loss carryforward | 677,000 | 677,000 |
Share-based compensation | 2,131,547 | 34,423 |
Gross deferred tax asset | 3,367,243 | 1,337,891 |
Less: valuation allowance | (3,367,243) | (1,337,891) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 840,247 | $ 518,669 |
[custom:DeferredTaxAssetsValuationAllowanceGross-0] | 4,658,290 | $ 1,230,092 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 3,428,198 |
SCHEDULE OF COMPUTE BASIC AND D
SCHEDULE OF COMPUTE BASIC AND DILUTED LOSS PER SHARE CONTINUED AND DISCONTINUED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss per share (attributable to common shareholders) | ||
Net (loss) from continuing operations | $ (14,833,755) | $ (594,540) |
Weighted average common shares outstanding | 42,125,672 | 26,435,278 |
Basic net loss per share | $ (0.35) | $ (0.02) |
Net loss | $ (1,028,088) | $ (393,897) |
Weighted average common shares outstanding | 42,125,672 | 26,435,278 |
Basic net loss per share | $ (0.02) | $ (0.01) |
SCHEDULE OF COMPREHENSIVE LOSS
SCHEDULE OF COMPREHENSIVE LOSS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss per share (attributable to common shareholders) | ||
Total Net comprehensive loss attributable to common shareholders | $ (15,894,587) | $ (94,794,475) |
Weighted average common shares outstanding | 42,125,672 | 26,435,278 |
Basic net loss per share | $ (0.38) | $ (3.59) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jun. 20, 2022 | May 30, 2022 | May 11, 2022 | Nov. 08, 2021 | Jan. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | 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 | 6,000,000 | |||||||
Stock issuance ETBV acquistion, shares | 16,818,182 | |||||||
Cash received for dutch properties, sales | $ 11,250,000 | |||||||
Purchase price for acquisition | 7,620,000 | $ 92,500,001 | ||||||
Legal fees | $ 70,000 | |||||||
Volt Energy BV [Member] | ||||||||
Cash received for dutch properties, sales | $ 11,250,000 | |||||||
Cash received for dutch properties, shares | 3,536,364 | |||||||
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% | |||||||
Stock issuance ETBV acquistion, shares | 16,818,182 | |||||||
VoltH2 Holdings AG [Member] | Chief Executive Officer [Member] | ||||||||
Principal shares owned, percent | 66% | |||||||
Principal shares owned | 725,000 | |||||||
Evolution Terminals B.V. [Member] | ||||||||
Stock issuance ETBV acquistion, shares | 3,000,000 | 3,000,000 | ||||||
Purchase price for acquisition | $ 3,500,000 |
SIGNIFICANT CONCENTRATIONS OF_2
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK (Details Narrative) | Dec. 31, 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 | 3,025,100 |
Dutch Central Bank [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Cash, FDIC insured amount | $ 430,871 |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 30, 2022 | Jan. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Common stock, shares, issued | 42,097,552 | 42,633,916 | ||||
Common stock, shares outstanding | 42,097,552 | 42,633,916 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Stock-based compensation, shares | 20,000 | |||||
Stock issuance ETBV acquistion, shares | 16,818,182 | |||||
Sale of stock shares issued | 25,000,000 | 25,000,000 | ||||
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 | |||||
Stockholders' Equity, Reverse Stock Split | two-for-one (2:1) | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Minimum [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | |||||
Maximum [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Common stock, shares authorized | 200,000,000 | |||||
Evolution Terminals B.V. [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Stock issuance ETBV acquistion, shares | 3,000,000 | 3,000,000 | ||||
Stock Issued During Period, Shares, New Issues | 3,536,364 | |||||
Shares issued price per share | $ 2.54 |
STOCK OPTIONS AWARDS AND GRAN_2
STOCK OPTIONS AWARDS AND GRANTS (Details Narrative) | Dec. 31, 2022 USD ($) |
Share-Based Payment Arrangement [Abstract] | |
Unrecognized compensation expense | $ 0 |