This report contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about Envision Solar International, Inc. (hereinafter, "Envision," "Company," "us," "we" or "our"), the industry in which we operate and other matters, as well as management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as "projects," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "should," "would," "could," "will," "opportunity," "potential" or "may," and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company's actual results to be materially different from any future results expressed or implied by the Company in those statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:





       (a)    volatility or decline of the Company's stock price or absence of
              stock price appreciation;




  (b) fluctuation in quarterly results;




  (c) failure of the Company to earn revenues or profits;




       (d)    inadequate capital to continue or expand its business, and inability
              to raise additional capital or financing to implement its business
              plans;




       (e)    unavailability of capital or financing to prospective customers of
              the Company to enable them to purchase products and services from
              the Company;




  (f) failure to commercialize the Company's technology or to make sales;




       (g)    reductions in demand for the Company's products and services,
              whether because of competition, general industry conditions, loss of
              tax incentives for solar power, technological obsolescence or other
              reasons;




  (h) rapid and significant changes in markets;




       (i)    inability of the Company to pay its liabilities, including without
              limitation its loans from lenders;




  (j) litigation with or legal claims and allegations by outside parties;




       (k)    insufficient revenues to cover operating costs, resulting in
              persistent losses;




       (l)    potential dilution of the ownership of existing shareholders in the
              Company due to the issuance of new securities by the Company in the
              future; and




  (m) rapid and significant changes to costs of raw materials.








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New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Because factors referred to elsewhere in this report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019 (sometimes referred to as the "2019 Form 10-K") that we previously filed with the Securities and Exchange Commission, including without limitation the "Risk Factors" section in the 2019 Form 10-K, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, we undertake no obligation to release publicly the results of any revisions to these forward-looking statements or to reflect events or circumstances arising after the date of this report on Form 10-Q.





Overview


Envision invents, designs, engineers, manufactures and sells renewably energized products and proprietary technology solutions serving three markets with annual global spending in the billions of dollars and that are experiencing significant growth:





  · electric vehicle (EV) charging infrastructure;




  · outdoor media advertising; and




  · energy security and disaster preparedness.



The Company focuses on creating renewably energized, high-quality products for electric vehicle ("EV") charging, outdoor media and branding, and energy security that are rapidly deployable and attractively designed.

Electric Vehicle Charging Infrastructure

We currently produce two categories of products: the patented EV ARC™ (Electric Vehicle Autonomous Renewable Charger) and the patented Solar Tree®. In late 2019, we began deploying our upgraded version of our EV ARC™, the EV ARC™ 2020, which provides all of the features of the original EV ARC™ in addition to elevating the electronics under the solar canopy to make the unit flood-proof up to 9.5 feet, provides more space to park and provides added security for the electrical components. In addition, we have two new categories of products in development. On December 31, 2019, our patent for the EV-Standard™ product was issued, and a fourth category of product, the UAV ARC™ drone charging product, is awaiting patent approval. All four product lines incorporate the same underlying technology and value, having a built-in renewable energy source in the form of attached solar panels and/or light wind generator, along with battery storage. The EV ARC™ product is a permanent solution in a transportable format and the Solar Tree® product is a permanent solution in a fixed format. The EV-Standard™ is also fixed but uses an existing streetlamp's foundation and grid connection for curbside charging. The UAV ARC™ is a permanent solution in a transportable format and will be used to charge drone (UAV) fleets. Our EV charging solutions for electric vehicles and aerial drones can, or in the case of the products currently under development, are expected to, produce, deliver, and store power without the time and expense of having to be connected to the utility grid.

We believe that there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our products fulfill that requirement. We are agnostic as to the EV charging service equipment and integrate best of breed solutions based upon our customer's requirements. For example, our EV ARC™ and Solar Tree® products have been deployed with Chargepoint, Blink, Juice Box, Bosch, AeroVironment and other high quality EV charging solutions. We can make recommendations to customers or we can comply with their specifications and/or existing charger networks. Our products replace the infrastructure required to support EV chargers, not the chargers themselves. We do not sell EV charging, rather we sell products which enable it.









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We believe our chief differentiators for our electric vehicle charging infrastructure products are:





  · our ability to invent, design, engineer, and manufacture renewably energized
    products which dramatically reduce the cost, time and complexity of the
    installation and operation of EV charging infrastructure and outdoor media
    platforms when compared to traditional, utility grid tied alternatives;

  · our products' capability to operate during grid outages and to provide a
    source of emergency power rather than becoming inoperable during times of
    emergency or other grid interruptions; and

  · our ability to create new and patentable inventions which are a complex
    integration of our own proprietary technology and parts, with other commonly
    available engineered components, creating a further barrier to entry for our
    competition.



Historically, we have recognized revenue primarily from the sale of EV ARCs™ to large commercial businesses, such as Google, Genentech, and Johnson & Johnson, and government agencies such as the City of New York, the State of California and the U.S. Navy. Our contract with the City of New York was renewed in March 2020 to extend through April 2021 and our State of California contract will expire on June 23, 2021 and has a one-year renewal option through June 23, 2022 at the State of California's option.

Outdoor Media Advertising

This business opportunity involves a partnership with a third party media company, whereby we solicit revenue from potential sponsors and from advertisers willing to pay fees to us or to our media partners to display their brands, messages and advertisements on the surfaces of our products or on outdoor digital or static screens mounted on our EV charging solutions. We have yet to launch our outdoor media advertising program other than initial discussions with media companies and cities and developing our revenue model.

Energy Security and Disaster Preparedness

Our energy security business is connected with the deployment of our EV charging infrastructure products which includes an integrated emergency power panel, powered by solar power and battery storage, which can continue to operate and deliver emergency power during utility grid failures or blackouts and brownouts. Our onboard state-of-the-art storage batteries installed on our EV chargers provide another reason for certain customers such as municipalities, counties, states, the federal government, hospitals, fire departments, large private enterprises with substantial facilities, and vehicle fleet operators, to buy our products. As an example of the benefit our emergency power capability provides, in April 2020, one of our California municipalities re-deployed two of their EV ARC™ units to COVID-19 response facilities to provide emergency power for medical equipment without the fumes and noise of a power generator.

Our current list of products includes:





       1.  EV ARC™ Electric Vehicle Autonomous Renewable Charger (patented).

       2.  Transformer (patented) EV ARC™ 2020 Stowable Electric Vehicle
           Autonomous Renewable Charger (EV ARC™ 2020).

       3.  EV ARC™ DC Fast Charging Electric Vehicle Autonomous Renewable Charger
           (EV ARC™ DCFC).

       4.  EV ARC™ Media Electric Vehicle Autonomous Renewable Charger with
           advertising screen and or branding/messaging.








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       5.  EV ARC™ Autonomous Renewable Motorcycle Charger.

       6.  EV ARC™ Autonomous Renewable Bicycle Charger.

       7.  ARC Mobility™ Transportation System.

       8.  The patented Solar Tree® DCFC product, a single column mounted smart
           generation and energy storage system with the capability to provide a
           50kW DC fast charge to one or more medium or heavy duty electric
           vehicles.



Our current products can be upgraded with the addition of the following features:





  1. EnvisionTrak™ sun tracking technology (patented),
  2. Data capture and management (IoT),
  3. SunCharge™ solar powered EV charging,
  4. ARC™ technology energy storage,
  5. E-Power emergency power panels,
  6. LED lighting,
  7. Media and branding screens, and
  8. Security cameras, WiFi, sound, and emergency call boxes.



Critical Accounting Policies

Please refer to Note 1 in the financial statements for further information on the Company's critical accounting policies which are summarized as follows:

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 and 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. Significant estimates in the accompanying financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of right of use assets and corresponding lease liabilities, valuation of share-based payments, and the valuation allowance on deferred tax assets.

Accounts Receivable. Accounts receivable are customer obligations due under normal trade terms. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management's evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic conditions. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. Further, the Company may record a general reserve in its allowance for doubtful accounts to account for future changes that may negatively impact our overall collections. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.









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Inventory. Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. A reserve is established if this review process determines the net realizable value of such inventory may be below the carrying value.

Impairment of Long-lived Assets. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35-15 "Impairment or Disposal of Long-Lived Assets." This guidance requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Revenue and Cost Recognition.Envision follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: "Revenue from Contracts with Customers (Topic 606)." The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.

Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services.

Revenues from inventoried product sales are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30-45 day period after delivery.

Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period.

Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis.

Revenues from professional services are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed to hourly rates of service categories in line with expertise requirements. These services are billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically within a 30-45 day period.









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Revenues on a bill-and-hold arrangement are recognized when control of the product is transferred to the customer, but physical possession of the product transfers at a point in time in the future. To determine this, the reason for the arrangement must be substantive, the product must be separately identified and ready for physical transfer, and the product cannot be directed to another customer.

The Company has a policy of recording sales incentives as a contra revenue.

The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues.

Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet.

Sales tax is recorded on a net basis and excluded from revenue.

The Company generally provides a standard one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally exceeds this one-year period. In accordance with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At June 30, 2020 and 2019, the Company has no product warranty accrual given the Company's fluctuating historical financial warranty expense.

Cost of Revenues. The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues.

Changes in Accounting Principles. There were no significant changes in accounting principles that were adopted during the six months ended June 30, 2020.





Results of Operations



Comparison of Results of Operations for the Three Months Ended June 30, 2020 and 2019

Revenues. For the three months ended June 30, 2020, revenues were $1,455,158, compared to $1,640,350 for the three months ended June 30, 2019, an 11% decrease. Revenues in the three months ended June 30, 2020 included our first EV ARC™ shipment into Canada and our second solar-powered EV DC fast charging deployment to a California rest area. We also delivered two of our earlier generation Solar Tree® solar-powered sustainable infrastructure products in addition to several other EV ARC™ units. Our latest generation of Solar Tree® products currently sold and in manufacturing are designed to provide charging for electric buses, electric heavy-duty vehicles, electric agricultural equipment, public transportation and growing electric vehicle options in the construction industry. This compares to revenues for the three months ended June 30, 2019 which included the delivery of 16 units to one customer, the City of New York. As of June 30, 2020, our contracted backlog was approximately $2.6 million. This includes an order from Electrify America for $2.0 million received during the quarter ended March 31, 2020 for 30 EV ARC™ charging stations to be deployed in rural areas of California. The COVID-19 virus has caused some delays and cancellations of opportunities in our pipeline as a result of funding issues, priority issues or business closures. However, we have added an additional sales consultant to strengthen our sales team and we are focused on other opportunities in our pipeline that continue moving forward. Our shipments will continue to fluctuate each quarter due to the varying size of orders and timing of deliveries.









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Gross Profit. For the three months ended June 30, 2020, we had a gross profit of $55,336 compared to a gross profit of $61,545 for the three months ended June 30, 2019, a 10% decrease. The gross profit in the quarter ended June 30, 2019 benefited from the reversal of $30,611 of expense for losses that were accrued at December 31, 2018. Our low gross profit is caused by several factors. First, we have priced our units to be competitive and to gain market share in the EV charging market. In doing so, we are targeting to increase our revenue which will allow us to spread our fixed costs related to our manufacturing facility and production management over more units produced, reducing the fixed cost per unit. Also, with a higher volume of production, we expect that our labor will work more efficiently by having a more consistent repetitive processes, which will reduce the cost per unit. With higher volume we are able to negotiate better volume pricing from suppliers and we are continually looking for cost reduction opportunities in our production processes. Warranty costs increased by $30,522 in the three months ended June 30, 2020 compared to the same period in the prior year due to the addition of a full time technical support person to support the units in the field and an increase in repairs.

Operating Expenses. Total operating expenses were $888,456 for the three months ended June 30, 2020, compared to $740,513 for the same period in 2019, an increase of $147,943. The increase in operating expense was partially attributable to an investment in our sales and marketing resources to build Company and product awareness with the intent to increase revenues. Operating expenses increased by $73,181 for sales personnel and commissions and $54,902 for sales and marketing consultants, which was offset by a reduction of $80,000 for a one-time consulting fee for business development in the quarter ended June 30, 2019. In addition, operating expenses increased by $83,976 for non-cash compensation expense for stock option expense and vesting of director restricted shares and $84,041 for increased salaries and the addition of medical benefits. These increases in expenses were partially offset by a $66,555 reduction of travel and trade shows due to the COVID-19 pandemic, and $1,602 of other reductions.

Other Income and Expense.Interest expense was $665 for the three months ended June 30, 2020 compared to $326,760 for the same period in 2019, due to the repayment of debt in 2019, following the Company's public offering. Interest income decreased by $22,058 due to the high cash deposits last year following the public offering, prior to the payment of debt and cash usage.

Net Loss. Our net loss was $833,957 for the three months ended June 30, 2020, a $149,917 decrease from a net loss of $983,874 for the same period in 2019, primarily due to a reduction in interest expense, partially offset by an increase in operating expenses.

Comparison of Results of Operations for the Six Months Ended June 30, 2020 and 2019

Revenues. For the six months ended June 30, 2020, revenues were $2,772,210, compared to $2,829,945 for the six months ended June 30, 2019, a 2% decrease. Revenues in the six months ended June 30, 2020 included a wide variety of customers, including several municipalities and state agencies in various states and in Canada, a couple colleges, a large commercial business and two nonprofit organizations. We have also sold a variety of different products during this period, including our traditional EV ARC™, our new EV ARC™ 2020, a DC fast charging station for a California rest stop and two Solar Tree® solar-powered sustainable infrastructure products for large vehicles. This compares to revenues for the six months ended June 30, 2019 where 79% of our revenue resulted from the delivery of 34 units to one customer, the City of New York. Our shipments will continue to fluctuate each quarter due to the varying size of orders and timing of deliveries.

Gross Profit. For the six months ended June 30, 2020, we had gross profit of $15,695 compared to gross profit of $8,443 for the period ended June 30, 2019. The gross profit in the period ended June 30, 2019 benefited from the reversal of $68,593 of expense for losses that were accrued at December 31, 2018. Our low gross profit is caused by several factors. First, we have priced our units to be competitive and to gain market share in the EV charging market. In doing so, we are targeting to increase our revenue which will allow us to spread our fixed costs related to our manufacturing facility and production management over more units produced, reducing the fixed cost per unit. Also, with a higher volume of production, we expect that our labor will work more efficiently by having a more consistent repetitive processes, which will reduce the cost per unit. With higher volume we are able to negotiate better volume pricing from suppliers and we are continually looking for cost reduction opportunities in our production processes. Warranty costs increased by $56,613 in the six months ended June 30, 2020 compared to the same period in the prior year due to the addition of a full time technical support person to support the units in the field and an increase in repairs.









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Operating Expenses. Total operating expenses were $1,790,456 for the six months ended June 30, 2020 compared to $1,263,180 for the same period in 2019, a 42% increase. The increase in operating expense was partially attributable to an investment in our sales and marketing resources to build Company and product awareness with the intent to increase revenues. Operating expenses increased by $100,212 for sales personnel and commissions and $184,479 for sales and marketing consultants, which was offset by a reduction of $80,000 for a one-time consulting fee for business development in the quarter ended June 30, 2019. In addition, operating expenses increased by $155,940 for non-cash compensation expense for stock option expense and vesting of director restricted shares, $144,798 for increased salaries and the addition of medical benefits and $66,285 other expense. These increases in expenses were partially offset by a $44,438 reduction of travel and trade shows in the quarter ended June 30, 2020, due to the COVID-19 pandemic.

Other Income and Expense.Interest expense was $10,437 for the six months ended June 30, 2020 compared to $701,966 for the same period in 2019, a 99% decrease, due to the repayment of debt in 2019 following the Company's public offering. Interest income decreased by $14,510 due to due to the high cash deposits last year following the public offering, prior to the payment of debt and cash usage.

Net Loss. We had a net loss of $1,776,478 for the six months ended June 30, 2020, compared to a net loss of $1,933,505 for the same period in 2019. The decrease in net loss was primarily due to a reduction of interest expense, partially offset by higher operating expenses.

Liquidity and Capital Resources

At June 30, 2020, we had cash of $1,952,394. We have historically met our cash needs through a combination of proceeds from private placements of our securities, loans and through a public offering. Our cash requirements are generally for operating activities.

Our cash flows from operating, investing and financing activities, as reflected in the condensed statements of cash flows, are summarized in the table below:





                                                            June 30,
                                                      2020             2019
      Cash provided by (used in):
      Net cash used in operating activities       $ (2,356,727 )   $ (2,845,691 )
      Net cash used in investing activities       $   (184,323 )   $    (27,785 )
      Net cash provided by financing activities   $    643,988     $  8,546,670




Operating Activities



Our operating activities resulted in cash used in operations of $2,356,727 for the six months ended June 30, 2020, compared to cash used in operations of $2,845,691 for the same period in 2019. Net loss of $1,776,478 for the six months ended June 30, 2020 was decreased by $249,814 for non-cash expense items that included depreciation and amortization of $21,552, common stock issued for services for director compensation of $168,136, non-cash compensation expense related to stock options of $54,136 and $5,990 for amortization of debt discount to interest expense associated with the related party note. Cash used in operations for the period included increases in inventory by $308,438 based on forecasted deliveries, prepaid expenses and other current assets of $262,944 for vendor prepayments for inventory, rent, insurance and others, increase in accounts receivable of $64,944 due to a slow paying customer from Q4 2019, payment of a convertible note originally issued in lieu of salary for a related party of $220,417, decrease in accounts payable of $126,018 and a $13,426 decrease in deferred revenue for a deposit from a customer. Cash provided by operations included an increase of $143,663 for accrued expenses, primarily for payroll and related expenses and an overpayment by a customer, $16,211 for an increase for sales tax payable and $6,250 for deposits.









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Our operating activities resulted in cash used in operations of $2,845,691 for the six months ended June 30, 2019. Principal elements of cash flow for the six months ended June 30, 2019 include a $1,933,505 net loss of the Company offset by $609,722 of non-cash expense items including depreciation and amortization of $19,963, common stock share value issued for director services of $62,500, non-cash compensation expense for stock options of $3,832 and $523,427 of amortization of debt discount to interest expense associated with the financings of the current debt facilities. Further, cash used in operations for the period included increases in accounts receivable of $74,930, prepaid expenses and other current assets of $402,675 due to an insurance renewal and vendor prepayments, and inventory of $132,450 to build for our sales forecast, and decreases in accounts payable of $712,177 to bring our accounts current following the public offering, accrued expenses of $286,774 for the capitalized lease and a payroll period and deferred revenue of $675. This is partially offset by cash provided by operating activities from a decrease in deposits of $48,672 and increases in convertible note payable issued in lieu of salary - related party of $25,000 and sales tax payable of $14,101.

Cash used in investing activities included $140,241 to purchase equipment, primarily for a demo EV ARC™ unit and a forklift truck and $44,082 for patent related costs during the six months ended June 30, 2020. In the six months ended June 30, 2019, $21,670 was used to fund patent related costs while $6,115 was used to purchase manufacturing equipment.

During the six months ended June 30, 2020, cash generated by our financing activities included $317,185 in proceeds received from the exercise of warrants and we borrowed $339,262 through the Small Business Administration Paycheck Protection Program made available through the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). During this period, we used cash of $5,473 for the repayment of an auto loan and $6,986 of deferred equity offering costs related to the filing of Form S-3 registration statement. During the six months ended June 30, 2019, cash generated by financing activities was $8,546,670 was a result of $13,201,000 in proceeds we received from issuance of common stock pursuant to a public offering, offset by funding of deferred equity offering costs of $1,175,852, net repayments of our line of credit facility of $960,000, and repayment of debt of $2,518,307.

While the Company has been attempting to grow market awareness and focusing on the generation of sales, the Company has historically had negative gross profits and is just starting to earn a small gross profit on its sales of products in the current year and we believe that our gross profits will improve as our revenues grow. Management believes that with increased production volumes that we believe are forthcoming, efficiencies will continue to improve, and total per unit production costs will decrease, thus allowing for increasing gross profits on the EV ARC™ product in the future.

On July 7, 2020, the Company issued 1,393,900 shares of common stock in an underwritten public offering at $8.25 per share, generating approximately $10,600,000 after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the aggregate net proceeds primarily for working capital and general corporate purposes until it achieves positive cash flow from its business, which is predicated on increasing sales volumes and the continuation of production cost reduction measures. Management cannot currently predict when or if it will achieve positive cash flow.

Management believes that evolution in the operations of the Company may allow it to execute on its strategic plan and enable it to experience profitable growth in the future. This evolution is anticipated to include the following continual steps: addition of sales personnel and independent sales channels, continued management of overhead costs, increased overhead absorption resulting from revenue growth, process improvements and vendor negotiations leading to cost reductions, increased public awareness of the Company and its products, and the maturation of certain long sales cycle opportunities. Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations. There is no assurance, however, as to if or when the Company will be able to achieve those operating objectives.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.









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