Overview

The Company is a provider of energy-efficient lighting products, lighting controls and energy management solutions. The Company offers a full turn-key lighting solution which includes economic assessments, energy efficient analysis, installation and rebate support for the Company's customers. The Company's business primarily involves retrofitting existing lighting solutions from traditional high intensity metal halide and fluorescent lighting to energy efficient LED (Light Emitting Diode) technology.

Managing energy consumption and the associate costs is increasingly important to building owners. Technological advancements in LED, together with significant private and public incentives for sustainability initiatives have made lighting infrastructure changes an effective way for building owners to cut energy costs. LED lighting provides energy efficiency, long life, low running temperatures and increasing technology such as dimmable lights.

The Company does not have long term contracts with its customers and the Company's revenue comes from the sales of lighting systems involving the replacement of existing lighting fixtures with new energy efficient LED fixtures. In addition, the Company generates revenue from available utility incentives and rebate programs.

The Company provides its turn-key service though a detailed evaluation of the customer's needs and performing an audit of the customer's current energy consumptions and costs, together with an analysis of the benefits of retrofitting their lights. Typically, the customer experiences an average payback on their investment between 12 and 24 months.

The Company intends to grow organically by selling energy efficiency (EE) and commercial security (CS) products to industrial and commercial businesses as well as municipal and state governments, universities and colleges, K-12 schools, and hospitals (the "MUSH" market). Strained government budgets have convinced state and local governments across the United States to embrace a new form of performance-based investments in energy efficiency offered by Energy Services Companies, or ESCOs. An ESCO provides energy-efficiency-related and other value-added services and for which performance contracting is a core part of its energy-efficiency services business. In a performance contract, the ESCO guarantees energy or financial savings for the project, which means ESCOs only make money if the project performs as promised.

The Company plans to increase its competitive position by providing financing to customers for installation projects through a strategic partnership the Company has developed with a well-established funding group focused on energy efficiency projects.

On September 22, 2021, the Company formed RluxRV, LLC. This LLC is joint owned by the Company and Royalux Lighting, LLP (RoyaLux), an Indian company. The purpose of this LLC is to supply lighting and technology parts to the recreational vehicle ("RV") market. The parts manufacturing will be done exclusively by Royalux Lighting. All of the sales and distribution of the parts will the responsibility of RluxRV. This business is meant for a strategic change in Znergy's business. All the Company's employees with the exception of the Chief Executive Officer were terminated in December, 2021 in order to conserve cash and evaluate RluxRV's potential impact. As of the date of filing, there were limited sales by RluxRV in a test market of RV manufactures. The Company is leasing warehouse space and purchased of two (2) vehicles for expected business growth.





Results of Operations



The Company had revenues of $997,518 and $556,142 for the three-month periods ended September 30, 2019, and 2018, respectively. The Company had revenues of $1,600,910 and $1,298,696 for the nine-month periods ended September 30, 2019, and 2018, respectively. Revenues in 2019 and 2018 comprise LED installation projects. The increase in revenues for the three-month and nine-month periods are due to continued organic growth of the core business.

The Company incurred costs of revenue of $914,197 and $259,158 for the three-month periods ended September 30, 2019 and 2018, respectively. The Company incurred costs of revenue of $1,481,169 and $665,154 for the nine-month periods ended September 30, 2019 and 2018, respectively. Costs of revenue in 2019 and 2018 comprise primarily LED product and installation costs, including labor and rental equipment. Cost of revenue as a percentage of revenue can be impacted by the type of jobs and if the job requires customized lighting.

The Company had general and administrative expenses of $2,766,166 and $668,000 for the three-month periods ended September 30, 2019 and 2018, respectively. The Company had selling, general and administrative expenses of $5,699,631 and $2,486,001 for the nine-month periods ended September 30, 2019 and 2018, respectively. The increase for the three-month period is also primarily due to the issuance of 12,500,000 shares for services rendered. The increase for the nine-month period is primarily due to an increase in stock-based compensation costs for the issuance of 20,000,000 shares to the Company's CEO and 12,500,000 shares for services rendered as well as the conversion costs of the Company's Chairman's options to restricted stock.


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The Company incurred interest expense of $38,929 and $97,012 for the three and nine-month periods ended September 30, 2019. This is compared to $3,749 and $179,899 for the same periods in 2018. This is the result of the additional Notes Payable and Advances the company has entered into to finance the operations of the Company.

The Company had net losses of $2,720,042 and $367,035 for the three-month periods ended September 30, 2019 and 2018, respectively, and net losses of $5,671,935 and $2,068,116 for the nine-month periods ended September 30, 2019 and 2018, respectively.

Liquidity and Going Concern Discussion

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of September 30, 2019, the company had a working capital deficit of $3,007,025, insufficient cash resources to meet its planned business objectives, and recurring losses of ($2,720,042) and ($5,671,934) for the three and nine months ended September 30, 2019 and ($367,035) and ($2,068,116) for the three and nine months ended September 30, 2018. The Company intends to fund operations through equity and debt financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements through June 2023. As a result, the Company is seeking additional funding through debt and equity financing arrangements, or other funding opportunities.

The Company's success is dependent upon, among other things, obtaining the additional financing to continue operations and to execute its business plan. No assurances can be made that management will be successful in pursuing any of these strategies.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Plan of Operation


The Company's anticipated plan of operation is to continue to (1) identify and train sales personnel in regions of the country that have advantageous utility company rebate programs, (2) identify and train lighting installation personnel where we have established sales personnel, (3) seek out the best current and incipient solutions in the Energy Efficiency marketplace and become a reseller of those solutions, (4) develop our own solutions for the EE marketplace, and (5) seek to acquire other businesses in the market where such acquisitions makes strategic sense and are accretive to earnings.

The Company continues to expand its solutions portfolio for both indoor and outdoor applications to capitalize on the evolving and growing market for intelligent networked systems that collect and exchange data to increase efficiency as well as provide a host of other economic benefits resulting from data analytics to better enable smart buildings and smart cities. The transition to solid-state lighting provides the opportunity for lighting to be integrated with other building automation systems to create an optimal platform for enabling the "Internet of Things" (IoT), which will support the advancement of smart buildings, smart cities, and the smart grid.

The Company's ability to grow its incipient operations is primarily dependent upon its ability to raise additional capital, most likely through the sale of additional shares of the Company's common stock or other securities. There can be no guarantee that the Company will be able raise additional capital on terms that are acceptable to the Company, or at all.

The realization of revenues in the next twelve months is important in the execution of the plan of operations. However, if the Company cannot raise additional capital by issuing capital stock in exchange for cash, or through obtaining commercial or bank financing, in order to continue as a going concern, the Company may have to curtail or cease its operations. As of the date of this Report, there were no formal or informal agreements to attain such financing. The Company cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue.

Critical Accounting Policies

There have been no changes to our critical accounting policies from those included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on September 4, 2020.


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Recently Issued Accounting Pronouncements

We are required to adopt certain new accounting pronouncements. See Note 1 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements or issued guarantees to third parties.

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