The following discussion of our financial condition and results of operations
should be read in conjunction with the unaudited consolidated financial
statements and the related notes thereto included elsewhere in this Quarterly
Report on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Section 27A of the Securities Act, and is subject to the
safe harbors created by those sections. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," "may," "will" and
variations of these words or similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. These statements are not guarantees of future performance and are
subject to risks, uncertainties and assumptions that are difficult to predict.
Therefore, our actual results could differ materially and adversely from those
expressed in any forward-looking statements as a result of various factors. We
undertake no obligation to revise or publicly release the results of any
revisions to these forward-looking statements.



Due to possible uncertainties and risks, readers are cautioned not to place
undue reliance on the forward-looking statements contained in this Quarterly
Report, which speak only as of the date of this Quarterly Report, or to make
predictions about future performance based solely on historical financial
performance. We disclaim any obligation to update forward-looking statements
contained in this Quarterly Report.



Readers should carefully review the risk factors described below under the
heading "Risk Factors" and in other documents we file from time to time with the
SEC, including our Form 10-K for the fiscal year ended December 31, 2019, and
our Form 10-Q for the fiscal quarter ended March 31, 2020. You should interpret
many of the risks identified in these reports as being heightened as a result of
the ongoing and numerous adverse impacts of the COVID-19 pandemic. Our filings
with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and amendments to those filings, pursuant
to Sections 13(a) and 15(d) of the Exchange Act, are available free of charge at
www.summerenergy.com, when such reports are available via the EDGAR system
maintained by the SEC at www.sec.gov.



Recent Developments



COVID-19


The recent outbreak of the novel Coronavirus ("COVID-19") is a rapidly developing situation around the globe that has adversely impacted economic activity and conditions worldwide. Some industries have been impacted more severely than others.





In response to the COVID-19 pandemic, the Company deployed a remote working
strategy for the Company's call center that enabled certain employees of the
Company to work from home, provided timely communication to team members and
customers, implemented protocols for team members' safety, and initiated
strategies for monitoring and responding to local COVID-19 impacts. The
Company's preparedness efforts, coupled with quick and decisive plan
implementation, resulted in minimal impacts to operations. The Company is
closely monitoring bad debt as a result of the COVID-19 pandemic.



We are continuing to monitor developments involving our workforce, customers and
suppliers and cannot predict at this time the extent of the impact that COVID-19
will have on our operations, business, financial condition, liquidity or results
of operations going forward. Please see "Item 1A - Risk Factors" in this Report.



Appointment of President



Effective April 1, 2020, Neil Leibman was appointed by the Company's Board of
Directors to serve as President of the Company, in addition to his current role
of Chief Executive Officer.



Organization



The condensed consolidated financial statements above include the accounts of
Summer Energy Holdings, Inc. and its wholly-owned subsidiaries Summer Energy,
LLC ("Summer LLC"), Summer Energy Midwest, LLC ("Summer Midwest"), Summer EM
Marketing, LLC ("Marketing LLC") and Summer Energy Northeast, LLC ("Summer
Northeast") (collectively referred to as the "Company," "we," "us," or "our").
All significant intercompany transactions and balances have been eliminated in
these consolidated financial statements.



On March 27, 2012, Summer LLC became a wholly-owned subsidiary of Summer Energy
Holdings, Inc. (previously known as Castwell Precast Corporation) through a
reverse acquisition transaction, which resulted in the former members of Summer
LLC owning approximately 92.3% of Summer Energy Holdings, Inc.'s outstanding
common stock. The transaction was treated as a

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recapitalization of Summer LLC, and Summer LLC (and its historical financial statements) is the continuing entity for financial reporting purposes.

Summer LLC is a Retail Electricity Provider ("REP") in the state of Texas under
a license with the Public Utility Commission of Texas ("PUCT"). Summer LLC
procures wholesale energy and resells to commercial and residential customers.
Summer LLC was organized on April 6, 2011, under the laws of the state of Texas.



Marketing, LLC was formed in the state of Texas on November 6, 2012 to provide marketing services to Summer LLC.





Summer Midwest was formed in the state of Ohio on December 16, 2013 to procure
and sell electricity in the state of Ohio. The Public Utilities Commission of
Ohio issued a certificate as a Retail Electric Service Provider to Summer
Midwest on June 16, 2015. On May 2, 2019, the Illinois Commerce Commission
approved Summer Midwest as a Retail Electric Service Provider in the state of
Illinois.



Summer Northeast, a Texas limited liability company, was acquired on November 1,
2017 and became a wholly-owned subsidiary of Summer Energy Holdings, Inc. Summer
Northeast is a REP serving electric load to both residential and commercial
customers in New Hampshire and Massachusetts and holds licenses in
Massachusetts, Rhode Island, New Hampshire and Connecticut.



Plan of Operation



Our wholly-owned subsidiary, Summer LLC, is a licensed REP in the state of
Texas. In general, Texas regulatory structure permits REPs, such as Summer LLC,
to procure and sell electricity at unregulated prices. REPs pay the local
transmission and distribution utilities a regulated tariff rate for delivering
electricity to their customers. As a REP, Summer LLC sells electricity and
provides the related billing, customer service, collections and remittance
services to residential and commercial customers. Summer LLC offers retail
electricity to commercial and residential customers in designated target markets
within the state of Texas. In the commercial market, the primary target is small
to medium-sized customers (less than one megawatt of peak usage), but we also
selectively pursue larger commercial customers through Management's existing,
historical relationships. Residential customers are a secondary target market.
We anticipate that a majority of Summer LLC's customers will be located in the
Houston and Dallas-Fort Worth metropolitan areas; although, we anticipate a
growing number will be located in a variety of other metropolitan and rural
areas within Texas. We began delivering electricity to customers in the Texas
market mid-February 2012.



Our wholly-owned subsidiary, Summer Northeast, is a licensed REP in the states
of Massachusetts, New Hampshire, Rhode Island and Connecticut. In general, the
regulatory structure in these states permits REPs, such as Summer Northeast, to
procure and sell electricity at unregulated prices. As a REP, Summer Northeast
sells electricity to residential and commercial customers. In the commercial
market, the primary target is small to medium-sized customers (less than one
megawatt of peak usage), but we will also selectively pursue larger commercial
customers through Management's existing, historical relationships. Residential
customers are a secondary target market. As of the date of this Report, Summer
Northeast sold electricity in Massachusetts and New Hampshire. There were no
sales activity in the states of Connecticut and Rhode Island.



Our wholly-owned subsidiary, Summer Midwest, is a licensed REP in the states of
Ohio and Illinois. In general, the regulatory structure in these states permits
REPs, such as Summer Midwest, to procure and sell electricity at unregulated
prices. As a REP, Summer Midwest sells electricity to residential and commercial
customers. In the commercial market, the primary target is small to medium-sized
customers (less than one megawatt of peak usage), but we will also selectively
pursue larger commercial customers through Management's existing, historical
relationships. Residential customers are a secondary target market. Summer
Midwest began flowing electricity in the state of Ohio which is in the
Pennsylvania, Jersey, Maryland Power Pool ("PJM") market during the month of
July 2019 and in the state of Illinois during the month of January 2020.



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                                       29

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Results of Operations


Three Months Ended June 30, 2020, compared to the Three Months Ended June 30, 2019

The success of our business and our profitability is impacted by a number of drivers with customer growth and weather conditions being at the forefront.





Customer Growth



Customer growth is a key driver of our operations as well as our ability to
acquire customers organically, by acquisition or through customer attrition. Our
organic sales strategies are designed to offer competitive pricing and price
certainty to residential and commercial customers. We manage growth on a
market-by-market basis by developing price curves in each of the markets we
serve and comparing the market prices to the price offered by the local
regulated utility. We then determine if there is an opportunity in a particular
market based on our ability to create a competitive product on economic terms
that provides customer value and satisfies our profitability objectives. We
develop marketing campaigns using a combination of sales channels. Our marketing
team continuously evaluates the effectiveness of each customer acquisition
channel and makes adjustments in order to achieve desired targets. Customer
attrition occurs primarily as a result of: (i) customer-initiated switches; (ii)
residential moves and (iii) disconnection resulting from customer payment
defaults. Our customer growth strategy includes growing organically through
traditional sales channels complemented by customer portfolio and business
acquisitions as well as our expansion into new markets.



In 2020, the Company's growth strategy is to continue to focus on the expansion
of the PJM market within the states of Ohio, Illinois and Pennsylvania as well
as to continue to expand within the ERCOT pre-paid market. Management plans to
continue to execute on its current sales and marketing program to solicit
individual commercial and residential customers and to evaluate and acquire
portfolios of commercial and residential customers where they make sense
economically or strategically.



The current COVID-19 pandemic has caused regulatory agencies and other
governmental authorities to take, and potentially continue to take, emergency or
other actions in light of the pandemic that may impact our overall customer
attrition, including prohibiting the termination of service for non-payment
during the current COVID-19 pandemic. Those orders may cause our attrition to be
lower than what it would be otherwise. We are unable to predict the ultimate
impact of these actions on overall customer attrition at this time. Please see
"Item 1A-Risk Factors" in this Report.



For the quarter ended June 30, 2020 compared to 2019, the Company's overall
delivered volumes of electricity increased by 10.20% attributed primarily to the
increase in the ERCOT market, the ERCOT pre-paid market and the start-up of
operations in the PJM market. The delivered volumes in the Northeast market
continues to decline as the customer base declines. Delivered volumes for the
Northeast market declined 51.73% during the quarter ended June 2020 compared to
the quarter ended June 2019.



Weather Conditions



Weather conditions are a key driver to our success and weather directly
influences the demand for electricity and affects the prices of energy
commodities. We are particularly sensitive to this variability with our
residential customers in which energy is highly sensitive to weather conditions
that impart heating and cooling demand. Our hedging strategy is based on
forecasted customer energy usage, which can vary substantially as a result of
weather patterns deviating from historical norms. Our risk management policies
direct that we hedge substantially all of our forecasted demand, which is
typically hedged to long-term weather patterns. We also attempt to add
additional contracts from time to time to protect us from volatility in markets
where we have historically experienced higher exposure to extreme weather
conditions. Because we attempt to match commodity purchases to anticipated
demand, unanticipated changes in weather patterns can have a significant impact
on our operating results and cash flows from period to period.



Due to the COVID-19 pandemic, we are experiencing changes in customer demand
that we cannot fully anticipate. While not weather related, these changes in
demand may lead us to experience financial gains and/or losses in much the same
fashion as a weather event as the current circumstances make it more difficult
to accurately predict demand. While we continue to conduct analytics on our
customer base to anticipate these changes in demand, we cannot predict how the
COVID-19 pandemic will ultimately impact our hedging strategy with regard to our
load forecasts. Please see "Item 1A-Risk Factors" in this Report.



Delivered volumes were higher during the second quarter ended June 2020 compared
to June 2019 although slightly below expectations due to the COVID-19 pandemic.
Weather adjusted volumes indicate the impact of the COVID-19 pandemic to 10% to
15% decline in volumes for the ERCOT market and a 15% to 18% decline in volumes
for the PJM and ISO-NE markets. Despite the decline in the anticipated delivered
volumes for the second quarter 2020, profit margins for the quarter ended June
30, 2020

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                                       30

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were 36.72% higher between the quarter ended June 30, 2020 and the quarter ended June 30, 2019 due to an increase in the Company's overall customer base.





For the quarter ended June 30, 2020 compared to 2019, the Company's unit gross
margin is as follows:



                                For the Three Months Ended
                                         June 30,
                                                                           Percentage
                                   2020            2019       Variance      Variance

Revenue                      $   42,522,436  $   40,498,587   2,023,849           5.00%

Cost of goods sold
Power purchases and
balancing/ancillary              21,977,158      22,027,541    (50,383)          -0.23%
Transportation and
distribution providers
charge                           15,958,473      15,116,171     842,302           5.57%

Total cost of goods sold         37,935,631      37,143,712     791,919           2.13%

Gross Margin                 $    4,586,805  $    3,354,875   1,231,930          36.72%





Revenue - For the quarter ended June 30, 2020, we generated $42,522,436 in
electricity revenue primarily from commercial customers, and from various long
and short-term residential customers. The majority of our revenue comes from the
flow of electricity to customers and includes revenues from contract
cancellation fees, disconnection fees and late fees of $919,547.



Revenues for the quarter ended June 30, 2019 were $40,498,587 from electricity revenue and includes $909,777 from cancellation and disconnection and late fees.





                  For the Three Months Ended June 30,
                     2020                     2019                                Variances
            Delivered                Delivered
             Volume                   Volume                  Change in
              after                    after                  Delivered   Volume
            Line Loss                Line Loss                 Volume   Percentage                $$  Percentage
              (Mwh)         $$         (Mwh)         $$         (Mwh)     Change     Change in $$     Change
Electricity
Revenues
from
Contracts
with
Customers

ERCOT
Market        468,685 $ 38,599,697     423,881 $ 36,294,807      44,804     10.57% $    2,304,890          6.35%
ERCOT
Pre-Paid
Market         14,945    1,843,514      12,027    1,387,147       2,918     24.26%        456,367         32.90%
Northeast
Market          7,923      861,350      16,414    1,906,856     (8,491)    -51.73%    (1,045,506)        -54.83%
Midwest
Market          6,892      298,328           -            -       6,892    100.00%        298,328        100.00%
Total         498,445   41,602,889     452,322   39,588,810      46,123     10.20%      2,014,079          5.09%

Other
Revenues:
Fees
Revenue                    919,547                  909,777                                 9,770          1.07%

Total
Revenues:             $ 42,522,436             $ 40,498,587                        $    2,023,849          5.00%




Total revenues for the quarter ended June 30, 2020 compared to June 30, 2019
increased by approximately 5.00%. In the ERCOT Pre-Paid Market, the revenue
increased by 32.90% due to customer growth. The Northeast market had a 54.83%
decrease in revenue related to the continuing decrease in the customer base in
2020 compared to 2019. The Company began flowing electricity in the PJM market
in July 2019 and the anticipated customer base as this market grows will consist
of residential and commercial customers.



Management plans to continue to execute on its sales and marketing program to
solicit individual commercial and residential customers and to realign key sales
personnel to focus on rebuilding the customer base in the Northeast market. In
addition, management also plans to continue to acquire portfolios of commercial
and residential customers when offered at reasonable prices.

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                                       31

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Cost of Goods Sold and Gross Margin - For the three months ended June 30, 2020,
cost of goods sold and gross profit totaled $37,935,631 and $4,586,805,
respectively. Cost of goods sold and gross margin for the three months ended
June 30, 2019 was $37,143,712 and $3,354,875, respectively.



                        For the Three Months Ended June 30,
                                                                 Increase
                                                                (Decrease)    Percentage
                                                                 in Costs      Increase
                          2020                 2019                ($$)       (Decrease)
Power Purchases and
balancing/ancillary
 ERCOT Market       $   36,729,439  $              34,814,204 $   1,915,235        5.50%
 Northeast Market          947,969                  2,329,508   (1,381,539)      -59.31%
 Midwest Market            258,223                          -       258,223      100.00%
                    $   37,935,631  $              37,143,712 $     791,919        2.13%




Cost of goods sold for the quarter ended June 30, 2020 compared to June 30,
2019, increased in total by approximately 2.13% due to the increased volumes
delivered. The gross profit margin increased for the quarter ended June 30, 2020
compared to June 30, 2019 by 36.72%. The delivered volumes were higher during
the second quarter ended June 2020 compared to June 2019, and the overall
revenue rate increased. The escalation in the revenue rate coupled with the
marginal increase in costs of goods sold resulted in an increase in the gross
margin. The Northeast market decreased by 59.31% due to continued compression of
the customer base during 2020 compared to 2019.



Operating Expenses - Operating expenses for the quarter ended June 30, 2020,
totaled $5,603,791, consisting primarily of general and administrative expenses
of $3,089,878, stock compensation of $572,867, bank service fees of $348,500,
professional fees of $78,213, outside commissions of $1,265,117, collection
fees/sales verification fees $16,594, and $232,622 of billing fees. Billing fees
are primarily costs paid to a third-party Electronic Data Inter-Chain (EDI)
provider to handle transactions between us, ERCOT and the TDSPs in order to
produce customer bills.



Operating expenses for the quarter ended June 30, 2019, totaled $5,359,717 consisting primarily of general and administrative expenses of $ 2,782,975, stock compensation of $301,210, bank service fees of $305,662, professional fees of $576,247, outside commissions of $1,102,748, collection fees/sales verification fees $21,265 and $269,250 of billing fees.





                              For the Three Months Ended
                                       June 30,
                                                                           Percentage
                                2020             2019        Variance        Change
General and
administrative            $     3,089,878  $     2,782,975 $   306,903           11.03%
Stock compensation                572,867          301,210     271,657           90.19%
Bank service fees                 348,500          305,662      42,838           14.01%
Professional fees                  78,213          576,247   (498,034)          -86.43%
Outside commission
expense                         1,265,117        1,102,748     162,369           14.72%
Collection fees/sales
verification fees                  16,594           21,625     (5,031)          -23.26%
Billing fees                      232,622          269,250    (36,628)          -13.60%
                          $     5,603,791  $     5,359,717 $   244,074            4.55%




Operating expenses for the three months ended June 30, 2020 reflects an increase
of approximately $244,074, or 4.55%, as compared to the three months ended June
30, 2019. This increase was primarily attributable to increase in stock
compensation related to the issuance of stock options to key employees and to
the Company's board of directors as well as expenses related to increased volume
of customers, specifically bank fees and outside commissions to brokers.
Professional fees for the quarter ended June 2020 compared to the quarter ended
June 2019 decreased by 86.43%.



Net Loss - Net loss for the three months ended June 30, 2020 and 2019, totaled ($1,791,452) and ($2,367,471), respectively.

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                                       32

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Six Months Ended June 30, 2020, compared to the Six Months Ended June 30, 2019





Revenue - For the six months ended June 30, 2020, we generated $79,607,622 in
electricity revenue primarily from commercial customers, and from the addition
of various long and short-term residential customers. The majority of our
revenue comes from the flow of electricity to customers. However, we also
generated revenues from contract cancellation fees, disconnection fees and late
fees of $1,781,804. For the six months ended June 30, 2019, the Company
generated $73,529,709 in electricity revenue and $1,794,747 from contract
cancellation, disconnection fees and late fees.



                   For the Six Months Ended June 30,
                     2020                     2019                              Variances
            Delivered                Delivered
             Volume                   Volume                  Change in
              after                    after                  Delivered   Volume                     $$
            Line Loss                Line Loss                 Volume   Percentage                Percentage
              (Mwh)         $$         (Mwh)         $$         (Mwh)     Change     Change in $$   Change
Electricity
Revenues
from
Contracts
with
Customers

ERCOT
Market        886,410 $ 73,860,940     781,693 $ 67,097,505     104,717     13.40% $    6,763,435     10.08%
ERCOT
Pre-Paid
Market         26,843    3,290,291      22,259    2,600,937       4,584     20.59%        689,354     26.50%
Northeast
Market         17,272    1,968,628      34,049    3,831,267    (16,777)    -49.27%    (1,862,639)    -48.62%
Midwest
Market         11,147      487,763           -            -      11,147    100.00%        487,763    100.00%
Total         941,672   79,607,622     838,001   73,529,709     103,671     12.37%      6,077,913      8.27%

Other
Revenues:
Fees
Revenue                  1,781,804                1,794,747                              (12,943)     -0.72%

Total
Revenues:             $ 81,389,426             $ 75,324,456                        $    6,064,970      8.05%




Total revenues for the six months ended June 30, 2020 compared to June 30, 2019,
increased by approximately 8.05%. In the ERCOT Pre-Paid Market, revenues
increased by 26.50% due to customer growth. The Northeast Market had a 48.62%
decrease in revenue related to the decrease in the customer base in 2020
compared to 2019.



Cost of Goods Sold and Gross Margin - For the six months ended June 30, 2020,
cost of goods sold and gross profit totaled $71,223,979 and $10,165,447,
respectively. Cost of goods sold and gross profit in the six months ended June
30, 2019 totaled $66,163,527 and $9,160,929.



                        For the Six Months Ended June 30,
                                                              Increase
                                                             (Decrease)    Percentage
                                                              in Costs      Increase
                          2020                2019              ($$)       (Decrease)
Power Purchases and
balancing/ancillary
 ERCOT Market        $  68,781,415  $           61,800,939 $   6,980,476        11.30%
 Northeast Market        2,044,403               4,362,588   (2,318,185)       -53.14%
 Midwest Market            398,161                       -       398,161       100.00%
                     $  71,223,979  $           66,163,527 $   5,060,452         7.65%




The six months ended June 30, 2020 compared to the six months ended June 30,
2019 reflects a 10.97% higher profit margin which is the result of increased
volumes and efficiencies.



Operating Expenses - Operating expenses for the six months ended June 30, 2020
totaled $11,438,832, consisting primarily of general and administrative expenses
of $6,597,385, stock compensation expense of $879,287, bank service fees of
$693,746, commission expense of $2,454,454, collection fees/sales and
verification fees of $36,119, professional fees of $263,807, and $514,034 of
billing fees. Billing fees are primarily costs paid to third party Electronic
Data Inter-Chain (EDI) provider to handle transactions between us, ERCOT and the
TDSPs in order to produce customer bills.

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                                       33

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Operating expenses for the six months ended June 30, 2019 totaled $10,633,483,
consisting primarily of general and administrative expenses of $5,958,041, stock
compensation expense of $455,594, bank service fees of $591,948, commission
expense of $2,292,552, collection fees/sales and verification fees of $37,574,
professional fees of $791,553, and $506,221 of billing fees.



                           For the Six Months Ended June
                                        30,
                                                                          Percentage
                               2020             2019        Variance        Change
General and
administrative           $     6,597,385  $     5,958,041 $   639,344            10.73%
Stock compensation               879,287          455,594     423,693            93.00%
Bank service fees                693,746          591,948     101,798            17.20%
Professional fees                263,807          791,553   (527,746)           -66.67%
Outside commission
expense                        2,454,454        2,292,552     161,902             7.06%
Collection fees/sales
verification fees                 36,119           37,574     (1,455)            -3.87%
Billing fees                     514,034          506,221       7,813             1.54%
                         $    11,438,832  $    10,633,483 $   805,349             7.57%




Operating expenses for the six months ended June 30, 2020 reflects an increase
of approximately $805,349, or 7.57%, as compared to the six months ended June
30, 2019. This increase was primarily attributable to an increase in stock
compensation, outside commission expense, and payroll cost.



Net loss - Net loss for the six months ended June 30, 2020 and 2019, totaled ($2,791,166) and ($2,255,217), respectively.

Liquidity and Capital Resources





At June 30, 2020 and December 31, 2019, our cash totaled $3,533,068 and
$814,360, respectively. Our principal cash requirements for the quarter ended
June 30, 2020 were for operating expenses and cost of goods sold (including
power purchases, employee cost, and customer acquisition), collateral for TDSPs
and capital expenditures. During the six months ended June 30, 2020, the primary
source of cash was from electricity revenues, proceeds of a private placement
offering in the amount of $45,000, gross loan proceeds of $11,342,300 of which
included $2,342,300 from the Paycheck Protection Program ("PPP Loan"). During
the six months ended June 30, 2019, the primary source of cash was from
electricity revenues and proceeds in a private placement offering in the amount
of $5,730,000.



General - The Company's decrease in net cash flow during the first six months of
2020 is attributable to $2,985,689 cash used in operating activities, $22,661
cash used in investing activities, and $4,555,373 provided by financing
activities, which includes $45,000 from proceeds received in private placement
and gross loan proceeds of $11,342,300. The Company's increase in net cash flow
during the six months ended June 30, 2019 is attributable to $3,110,767 cash
used in operating activities, $0 used in investing activities for the purchase
of property and equipment, and $4,457,615 provided by financing activities of
which $5,730,000 were from private placement proceeds.



The Company has no present agreements or commitments with respect to any
material acquisitions of other businesses, products, product rights or
technologies. However, we will continue to evaluate acquisitions of and/or
investments in products, technologies, or companies that complement our business
and may make such acquisitions and/or investments in the future. Accordingly, we
may need to obtain additional sources of capital in the future to finance any
such acquisitions and/or investments. We may not be able to obtain such
financing on commercially reasonable terms, if at all. If we are able to obtain
additional financing, such financing may result in restrictions on our
operations, in the case of debt financing, or substantial dilution for
stockholders, in the case of equity financing.



Cash Outflows for Capital Assets, Customer Acquisition and Deposits





We expect to expend funds for capital assets, customer acquisition and deposits
in connection with the expansion of our business during the remainder of the
current fiscal year. The anticipated source of funds will be cash on hand and
the capital raised or borrowed during the year ended December 31, 2020.

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                                       34

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Future Financing Needs



With the proceeds received from equity investments and loans (including the PPP
Loan), management believes that we have adequate liquidity to support
operations, but this belief is based upon many assumptions and is subject to
numerous risks.



While we believe in the viability of our plan of operations and strategy to
generate revenues and in our ability to raise additional funds, there can be no
assurances that our plan of operations or ability to raise capital will be
successful. The ability to grow is dependent upon our ability to further
implement our business plan, generate revenues, and obtain additional financing,
if and as needed.



As stated above, in late 2019, a novel strain of coronavirus (COVID-19) was
first detected in Wuhan, China. Following the outbreak of this virus,
governments throughout the world, including in the United States of America,
have quarantined certain affected regions, restricted travel and imposed
significant limitations on other economic activities. The Company's operations
team is closely monitoring the potential impact to the Company's business,
including its cash flows, customers and employees. If the situation continues to
impact our customers, our cash flows, financial position and operating results
for fiscal year 2020 and beyond will be negatively impacted. Neither the length
of time nor the magnitude of the negative impacts can be presently determined.



Our financial results for the second quarter of 2020 were impacted by COVID-19,
primarily due to approximately 10% to 15% decline in delivered volume than
projected for the quarter in ERCOT and approximately 15% to 18% decline in
delivered volume for the quarter in PJM and ISO-NE. The severity and duration of
the COVID-19 pandemic is uncertain and such uncertainty will likely continue in
the near term and we will continue to actively monitor the situation taking into
account the impact to our employees, customers, suppliers and partners. The
impact of the COVID-19 pandemic on the economy and our operations is fluid and
constantly evolving, we will continue to assess a variety of measures to improve
our financial performance and liquidity.



Off-Balance Sheet Arrangements





Our existing wholesale power purchase agreement provides that we will provide
additional credit support to cover mark-to-market risk in connection with the
purchase of long-term power. A mark-to-market credit risk occurs when the price
of previously purchased long term power is greater than the current market price
for power purchased for the same term. While we believe that the current
environment of historically low power prices limits our exposure to risk, a
collateral call, should it occur, could limit our working capital and, if we
fail to meet the collateral call, could cause liquidation of power positions.

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