✅ Combien ça coute – Formulaire S-1 / A A Internet solaire

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table
contenu

Tel que soumis
Securities and Exchange Commission du 11 avril 2019

inscription
333-226040

UNITED
Comité des valeurs et des finances des États

Washington,
C.C. 20549

FORMULAIRE S-1

MODIFICATION PRÉCÉDENTE NO. 9

NAK NEK

ENTRÉE
DÉCLARATION

EN CONSTRUCTION

TITRES
1933 ACT

ENVISION SOLAR
INTERNATIONAL, INC.

(Nom de personne inscrite
Charte)

Nevada 3674 26-1342810

(Etat ou autre juridiction

siège ou organisation)

(Norme primaire industrielle

Numéro de code de classification)

(I. R.S. Employeur

Numéro d'identification.)

5660 Eastgate Dr., San Diego, Californie
92121

Téléphone: (858)
799-4583

(Titre et
numéro de téléphone des principaux bureaux de gestion)

Desmond Wheatley

Chef de la direction
officier

5660 Eastgate
Dr.

San Diego, Californie
92121

Téléphone: (858)
799-4583

(Nom, adresse
et le numéro de téléphone de l'agent

copies:

marque
J. Richardson, Esq.

Richardson
Et associés

1453
Third Street Promenade, Suite 315

père noël
Monica, Californie 90401

(310)
393-9992

Barry I. Grossman, Esq.

Sarah E. Williams, Esq.

Jonathan H. Deblinger, Esq.

Ellenoff Grossman et Schole
LLP

Le 1345 Avenue of America, 11.
étage

New York, État de New York 10105

(212) 370-1300

Date approximative
Vente au public: dès que possible après l'entrée en vigueur de la déclaration d'enregistrement.

Si l'un des titres
l'inscription sur un tel formulaire doit être soumise de manière différée ou continue en vertu de l'article 415 de la loi sur les valeurs mobilières
Dans les années 1933, cochez la case ci-dessous, à l'exception des titres offerts en tant que dividendes ou réinvestissements.
[X]

Si c'est la forme
pour enregistrer des valeurs mobilières supplémentaires pour une offre en vertu de l’article 462 (b) de la loi sur les valeurs mobilières, veuillez vérifier les éléments suivants:
indiquez le même numéro d’enregistrement de titres que celui de la déclaration d’enregistrement précédente.
[  ]

Si c'est la forme
Modification ultérieure de l’article 462 (c) de la loi sur les valeurs mobilières, cocher la case ci-dessous et enregistrer les valeurs
La même déclaration d'enregistrement pour la même déclaration d'enregistrement que pour la précédente déclaration d'enregistrement en vigueur. [  ]

Si c'est la forme
Modification ultérieure de l’article 462 (d) de la loi sur les valeurs mobilières, cocher la case ci-dessous et enregistrer les valeurs
La même déclaration d'enregistrement pour la même déclaration d'enregistrement que pour la précédente déclaration d'enregistrement en vigueur. [ ]

Vérifiez votre chèque
indiquer que la personne inscrite est un grand déposant accéléré, un déposant accéléré, un déposant non accéléré, une petite société déclarante
ou une entreprise en croissance émergente. Voir "Filer accéléré", "Filier accéléré",
«Smaller Reporting Company» et «Emerging Growth Company» sont la loi sur les changes 12b-2. Par règlement. (Cochez l'une d'elles):

grand
Filer accéléré
[   ] accéléré
filer
[   ]
Non accéléré
filer
[   ] mineur
société déclarante
[X]
émergents
Société de croissance
[   ]

INFORMATIQUE
LE DROIT D'INSCRIPTION

Adresse de toutes les classes de titres

pour vous inscrire

Maximum recommandé

additif

Prix ​​de l'offre (1)

montant

inscription

frais

unités
Les actions sont des actions de 0,001 USD par action et des bons de souscription d'achat d'actions, valeur nominale
0,001 USD par action (2)
115 millions de dollars
1 393,80 $
commun
Stock inclus dans les actions
y compris
avec les unités ci-dessus
___
bons de souscription
achat d'actions en actions (3)
y compris
avec les unités ci-dessus
___
Les députés européens
Commande d'achat d'actions ordinaires (3)
___ ___
part
lors de l'émission d'actions ordinaires lors de l'exercice de warrants (4) (5)
12075000 $ 1 463,49 $
part
actions ordinaires émises à l'exercice de bons de souscription d'actionnaires (5) (6) t
632 500 $
76,66 USD
COMPLET
24207500 $ 2 933,95 $
(7)

(1) estimé
uniquement aux fins du calcul de la taxe d’enregistrement conformément à l’article 457 (o) de la Securities Act de 1933, t
texte modifié.

(2) Comprend les unités qui
Ils peuvent accorder aux assureurs une option de 45 jours pour couvrir les éventuelles surallocations.

(3) Conformément à
L’article 457 (g) sur la base de la loi sur les valeurs mobilières, étant donné que les actions ordinaires de l’inscrit sont à l’origine des warrants et
Les représentants sont enregistrés et aucun droit de commande séparé n'est requis pour les mandats
enregistré.

(4) Valeur estimée seulement
aux fins du calcul de la taxe d'enregistrement conformément à l'article 457 (g) de la Securities Act de 1933,
le montant maximum estimé est de 12 075 000 dollars, soit 105% de 11 500 000 dollars. Il sera publié là-bas
est un achat d’actions d’une action dans chaque unité offerte. Les bons de souscription peuvent être exécutés par action
105% du prix d'offre publique de l'unité.

(5) Comprend des actions
Bourses pouvant être émises au moyen de bons de souscription supplémentaires émis lors de l’exercice de l’option de 45 jours
assureurs pour couvrir les sur-allocations, le cas échéant.

(6) Valeur estimée seulement
aux fins du calcul de la taxe d'enregistrement conformément à l'article 457 (g) de la Securities Act de 1933,
le montant maximum estimé est de 632 500 dollars, soit 110% de 575 000 dollars (5 500 000 dollars).
Il suppose qu'il exploite pleinement le potentiel de surallocation du signataire.

(7) Les frais déjà payés sont de 2 845,01 $.

Au cas où
l’action, le dividende d’action ou la transaction relative aux actions ordinaires, le nombre d’actions nominatives est automatiquement indiqué
peut être émis en vertu de la règle 416 de la loi sur les valeurs mobilières pour couvrir des actions supplémentaires des actions.

la
le déclarant modifie par la présente cette déclaration de compte à une heure ou à des dates qui pourraient être nécessaires jusqu'à l'entrée en vigueur de l'entrée en vigueur
le déclarant doit soumettre une autre modification indiquant expressément que cette déclaration d'enregistrement deviendra ultérieurement
modifié conformément à l’article 8 (a) de la Securities Act de 1933 ou jusqu’à la déclaration d’enregistrement
entrera en vigueur lorsque la Securities and Exchange Commission pourra agir conformément à la Section 8 (a).

la
les informations figurant dans le prospectus sont incomplètes et peuvent être modifiées. Ces titres ne peuvent être vendus avant la déclaration d'inscription
La notification au Securities and Exchange Council est effective. Cet avis préalable n'est pas une offre de vente de titres
et ne demande pas une offre d'achat de titres dans un état où l'offre ou la vente n'est pas autorisée.

PREVIEW
11 avril 2019

RAPPELEZ-VOUS DE VIMINS POUR L'IMAGE
SOLAR INTERNATIONAL, INC.

1111111
unités

Chacun
Unité unité

un
stock
actions ordinaires (valeur nominale de 0,001 $)

et

un
Achat d'une action dans une action commune

C'est un
engagement ferme offre publique 1111111 unités, à un prix de soumission présumé de 9,00 $ par unité, chaque unité
une action, 0,001 USD par action, et une action pour acheter une action, Envision Solar
International, Inc., une société du Nevada. Chaque option peut être exercée immédiatement sur une action ordinaire
Le prix est de 9,45 $ par action (soit 105% du prix du marché boursier coté en bourse) et expire pour cinq ans.
ans après la publication. Les parts ne sont pas soumises à la certification et les actions et les actions ordinaires
ces unités sont immédiatement séparables et émises séparément dans cette offre.

La commune
actuellement négociés sur le marché OTC-QB opéré par le groupe des marchés OTC.
sur notre marché financier au NASDAQ, nos actions et nos bons de souscription figurent sur les symboles "EVSI" et "EVSIW",
respectivement. Nous ne pouvons pas garantir que notre demande est approuvée. 3 avril 2019, le dernier prix de vente annoncé
pour les actions communes cotées sur le marché OTC-QB était de 0,18 $ par action (9,00 $ sur une base de regroupement inversé). citations
les cours boursiers sur le marché de gré à gré n'indiquent pas nécessairement le cours du marché des valeurs mobilières nationales.

Partage
et ces informations contenues dans le présent prospectus reflètent la proposition proposée, ainsi que les états financiers et les notes y afférentes.
les actions inversées 1 pour 50 des actions ordinaires autorisées et restantes se produisent immédiatement après la date d'effet
mais avant de fermer l'offre.

Ban ben
cet examen devrait examiner avec soin les "facteurs de risque"
à la page 18 du présent prospectus. LES INVESTISSEURS SONT EXCLUSIVEMENT CONDITIONS POUR LA DETERMINATION DES INVESTISSEMENTS A PARTIR DES RECETTES
DANGERS D’INVESTISSEMENTS GÉNÉRAUX.

SE
LES VALEURS MOBILIÈRES ET LE COMITÉ DES ÉCHANGES, LE COMITÉ DES ÉTATS COMMUNS SUR LES VALEURS MOBILIÈRES EUROPÉENNES OU LE RESPECT,
DÉTERMINÉ QUE CE PROSPECTUS EST PLUS OU COMPLET. PROMOTION DU CONTRAT LIBERTÉ DE LIBERTÉ.

procès
stock
plein
public
prix de l'offre
$ $
souscription
réductions et commissions (1)
$ $
revenu
pour nous avant d'offrir les coûts (2)
$ $

(1) faire
ne reflètent pas la rémunération supplémentaire versée par les garants pour acheter jusqu'à 63 888 actions ordinaires
(à condition que l'option de surallocation soit pleinement remplie) à un prix de paiement de 110% de l'offre publique
prix. Nous convenons également que nous rembourserons les garants pour certains frais. Voir "Signature"
une description de ces contrats à la page 115 du présent prospectus.
(2) quoi
estime que le coût total de cette offre sera d'environ 507 934 dollars.

Cela suppose qu'ils n'exercent pas l'option de redistribution des preneurs fermes, telle que décrite ci-dessous.

quoi
Ils ont donné aux garants une option de 45 jours pour acheter jusqu'à 166 666 actions supplémentaires et / ou 166 666 actions supplémentaires.
bons de souscription.

Assureurs
prévu dans l'offre de 2019 ou ses env.

Un seul livre
directeur

Maxim Group LLC

Co-manager

Joseph Gunnar
& Co.

TABLEAU
TABLE DES MATIÈRES

vous
se baser uniquement sur les informations contenues dans le présent prospectus ou sur toute information librement fournie que nous pouvons autoriser
ou l'a rendu disponible. Non, et les signataires n'ont autorisé personne à vous fournir d'autres informations.
ou des informations différentes de celles contenues dans le présent prospectus ou dans le prospectus. Ni ce transfert
la vente de notre prospectus ou de nos titres signifie que les informations contenues dans le présent prospectus ou dans le prospectus peuvent être:
correctes après la date du prospectus ou des informations écrites gratuites. Le présent prospectus ne constitue pas une offre de vente ni un appel d'offres.
offre d'achat de titres dans des circonstances dans lesquelles l'offre ou l'invitation est illégale ou dans un état ou autrement
si l'offre n'est pas autorisée.

la
les informations contenues dans le présent prospectus s’appliquent uniquement à la première couverture du prospectus et à l’une quelconque de ses informations.
Les informations sur les offres gratuites que vous pouvez fournir avec cette offre ne dépendent que du temps libre imparti.
écriture informative. Nos magasins, notre situation financière, nos résultats d'exploitation et nos perspectives ont changé depuis les dates.

pas
la personne autorisée par le présent prospectus peut nous fournir toute information ou représentation concernant les titres;
ou toute autre information et représentation contenues dans le présent prospectus qui y sont contenues.
Si toute autre information ou représentation est fournie ou créée, cette information ou représentation ne peut être invoquée
nous sommes autorisés.

par
et y compris le ______ 2019 (le 25e jour après la date du présent prospectus), tous les marchands qui ont
les titres, qu’ils participent ou non à l’offre, peuvent demander l’émission d’un prospectus. Ceci est en plus du distributeur
Vous devez donner l’obligation d’émettre un prospectus si vous fournissez un titre et une distribution ou une souscription invendue.

ni
nous-mêmes, ou l’un des assureurs, avons fait quelque chose qui permettrait à ce prospectus d’être offert, possédé ou distribué
dans toutes les juridictions où le but est requis, sauf aux États-Unis. Vous êtes obligé de vous informer
toute restriction sur ces informations et le prospectus.

RAPPORT DE PROTECTION
RAPPORT APPLICABLE

Quelques déclarations
contient des informations sur l'avenir dans le présent prospectus et dans les documents auxquels il est fait référence ici
Loi 27A de 1933 sur les valeurs mobilières. de la Securities Act («Securities Act») et de Securities 21E.
Stock Exchange Act 1934, tel que modifié (Exchange Act). Ces états concernent des événements futurs ou notre situation financière future
la performance et les risques connus et inconnus, les incertitudes et d'autres facteurs qui vont parfois au-delà de nos capacités
contrôle ou de prévision, et qui peuvent différer considérablement des résultats, des niveaux d’activité, des performances ou des résultats
résultats, niveaux d’activité, performances ou résultats futurs exprimés ou supposés par des déclarations futures. Ban ben
dans certains cas, vous pouvez identifier des déclarations futures avec une terminologie telle que "peut", "vouloir",
"Attend", "a l'intention", "plans", "prédit", "croit", "estime"
"Prévoyance", "Potentiel", "Continue", ou négatif de ces termes ou toute autre terminologie similaire.

prospective
revendications sont intrinsèquement soumises à des risques et à des incertitudes, dont beaucoup ne peuvent être prédites avec précision et certaines
peut-être que nous ne comptons même pas. Bien que nous estimions que les attentes dans ces déclarations prospectives sont fondées
À des moments raisonnables, nous ne pouvons pas garantir que de telles hypothèses seront satisfaites par des hypothèses raisonnables. Événements actuels
ou les résultats peuvent différer considérablement. Les lecteurs vous avertissent de ne pas vous fier indûment aux déclarations futures. Nous ne
être tenu de mettre à jour ou de réviser les déclarations prospectives après la date du présent Prospectus ou de se conformer aux résultats réels,
nouvelles informations, événements futurs ou autres

Les facteurs suivants:
entre autres, les résultats futurs du secteur peuvent différer considérablement des résultats précédents ou des résultats attendus:

· défavorable
conditions économiques;
· potentiel
les fluctuations des résultats trimestriels;
· volatilité
ou une chute des cours des actions;
· la
nous ne pourrons peut-être pas gérer la croissance;
· étendu
la concurrence;
· perte
membres de notre top management;
· régulateur
interprétations et changements;
· quel
perte de revenus ou de profits;
· inapproprié
Obtenir du capital et des barrières de capital ou obtenir le financement nécessaire pour mettre en œuvre des plans d’entreprise;
· changements à
demande de nos produits et services;
· rapide
et des changements importants dans la technologie et le marché;
· litige
réclamations et réclamations de tiers; et
· inadéquat
recettes pour couvrir les coûts d'exploitation.

Bien que nous croyons
que les attentes reflétées dans les déclarations futures sont raisonnables, nous ne pouvons garantir les résultats
activité, performance ou résultats. En outre, ni nous ni aucune autre personne ne sommes responsables de l’exactitude et de l’exhaustivité
ces déclarations prospectives

Vous devez le lire
ces facteurs de risque et autres avertissements dans cette brochure peuvent être appliqués à tous les prospects associés
déclarations, où qu’elles apparaissent dans le présent prospectus. Si un ou plusieurs de ces facteurs sont mis en œuvre, ou s’il existe des hypothèses de base
imparfait, les résultats, performances ou résultats réels peuvent différer considérablement des résultats, performances ou résultats futurs
ces déclarations prospectives sont explicites ou ne s'engagent pas à mettre à jour le
nouvelles informations, événements futurs ou autres raisons, sauf si requis par la loi.

RÉSUMÉ DU PROSPECTUS

Ceci est un résumé
met en évidence les informations figurant ailleurs dans le prospectus. Pour mieux comprendre cette offre, vous
lisez attentivement le prospectus complet, y compris les facteurs de risque et les états financiers. Références dans cette notice
"Nous", "nous", "nous", "Aperçu" et "Société" s'appliquent à Envision
Solar International, Inc. Lisez à la fois le prospectus et le supplément au prospectus et des informations complémentaires.
ci-dessous, où vous pouvez trouver plus d'informations.

aperçu de l'entreprise

Rappelle son image
Solar International, Inc., Société du Nevada ("Société", "Nous", "Nous")
ou "Envision" est une société d'innovation en technologies durables basée à San Diego, en Californie. concentration
nous nous référons à "Solar 3.0", que nous inventons, concevons, concevons, fabriquons et vendons des produits solaires
Permet des services vitaux et de grande valeur dans des endroits où vous êtes trop cher ou trop impressionnant pour rejoindre le service public
où les besoins en électricité sont si importants que les pannes de réseau telles que les pannes de courant sont insupportables. quand
nous sommes en concurrence avec des entreprises de services publics ou des entreprises solaires typiques pour une installation facile, la fiabilité,
et le coût total de possession, plutôt que de produire le kilowatt-heure le moins cher avec l'aide de subventions.

Imaginez un
Les produits solaires et les solutions technologiques brevetées ciblent trois marchés en forte croissance
dépenses mondiales annuelles en milliards de dollars:

· électrique
infrastructure de recharge de véhicules;

· dehors
plateformes de publicité à domicile; et

· puissance
la sécurité et la préparation aux catastrophes.

La société est concentrée
création de produits d'énergie renouvelable de haute qualité pour la recharge de véhicules électriques ("VE"), les supports extérieurs et la stratégie de marque,
et la sécurité énergétique pouvant être déployée rapidement et de manière attrayante.

Nous le croyons
une infrastructure de recharge pour véhicules électriques à déploiement rapide et hautement évolutive est clairement nécessaire, ainsi que pour EV ARC ™ et
Les produits Solar Tree® répondent à cette exigence. Nous sommes agnostiques à propos des chargeurs EV ("EVSE")
et intégrez les meilleures solutions en fonction des besoins de nos clients. Par exemple, EV ARC ™ et Solar Tree®
Les produits ont été installés avec Chargepoint, Blink, Juice Box, Bosch, AeroVironment et d’autres solutions de recharge pour véhicules électriques de haute qualité.
Nous pouvons faire des recommandations aux clients ou respecter les spécifications et / ou les réseaux de recharge existants. EV ARC ™
et les produits Solar Tree® remplacent l'infrastructure nécessaire pour prendre en charge les chargeurs EV, et non les chargeurs eux-mêmes. Nous ne
pour vendre des VE, nous vendons des produits qui le permettent.

Nous croyons en la notre
principales différences:

· quel
capable d'inventer, de concevoir, de mesurer et de fabriquer des produits solaires qui réduisent considérablement les coûts, le temps et la complexité
installation et exploitation d'infrastructures de recharge de véhicules électriques et de plates-formes multimédia extérieures,
alternatives de réseau d'utilité publique;

· quel
les produits sont capables de fonctionner pendant les interruptions du réseau et de fournir une source d'urgence au lieu de démarrer
ne fonctionne pas pendant les interruptions du réseau; et

· quel
créer de nouvelles inventions, commercialisables et brevetables, qui représentent l'intégration complexe de notre technologie brevetée
et d'autres composants d'ingénierie généralement disponibles qui créent des obstacles supplémentaires à l'entrée de nos concurrents.

Les produits résultants
sont conçus pour conserver la plus longue durée de vie du secteur tout en offrant des services et un confort précieux
opportunités de revenus potentiellement très attractives pour nos clients. Les produits Envision sont utilisés pour plusieurs envois
des couches de valeurs telles que: la recharge électrique des véhicules électriques sans impact sur l’environnement et renouvelable; médias, marques et plateformes publicitaires;
production d'énergie durable et sûre; réduction de l'empreinte carbone; marque "halo vert" haute visibilité; réduction
réduire les coûts d'exploitation nets en réduisant les factures de services publics; opportunités de revenus grâce aux ventes à domicile numériques ("DOOH")
médias; et les droits de parrainage et de nommage. La société vend ses produits aux clients conformément à une ou plusieurs exigences
trois fonctions verticales de l'adresse de la société. Les clients qualifiés peuvent également louer nos produits EV ARC ™ via des liens de leasing
nous avons développé. Les produits Envision peuvent recevoir diverses incitations financières fédérales, régionales et locales.
réduit considérablement les coûts de poche finaux des clients éligibles. Nous sommes actuellement notre source principale
les revenus proviennent de la vente d’agences gouvernementales et d’entreprises privées brevetées EV ARC ™.

Événements récents

· plus
Le 25 septembre 2018, la société a changé son cabriolet rotatif.
entre la société, l’emprunteur et SFE VCF, LLC, le prêteur. la
La modification a prolongé la durée de la liste d'extension jusqu'au 31 décembre 2019.
il n'y a pas d'autre changement dans la note.
· plus
Le 16 octobre 2018, une délégation de Shanxi Energy and Transport Investment Company
une entreprise publique chinoise a visité l'usine Envision pour s'en occuper
à la société, à ses produits et à ses installations, et pour discuter de l’avancement des négociations
sur un accord final entre une nouvelle société chinoise détenue conjointement (NEWCO). À la fin
La série de réunions tenues tout au long de la journée était la délégation SETIC
la société a impressionné la société, ses produits et ses installations.
Ils ont exprimé leur intention de retourner dans le Shanxi, en Chine, et poursuivent leur recommandation.
avec la relation d'affaires LOI entre Envision et SETIC
En avril 2018, ils souhaitent accélérer le rythme des négociations et des activités
faire ceci. Réunions ultérieures avec SETIC en Chine en janvier 2019
continué à négocier un accord final sur le lancement de NEWCO.
· plus
Le 15 octobre 2018, l’Office européen des brevets a publié un avis de modification
brevet
à
notre produit EV ARC ™ en Europe (brevet européen 13828020.1).
· plus
Le 4 octobre 2018, Envision Solar a annoncé que le Collège Alleghany était devenu la première communauté
Aux États-Unis, sélectionnez Envision EV ARC ™ pour la recharge des véhicules publics.
· plus
Le 11 octobre 2018, Envision Solar a annoncé la livraison des produits EV ARC ™
cinq hôpitaux d’état en Californie, qui signalent le premier lancement public du produit
groupe hospitalier.
· plus
Le 22 octobre 2018, Envision Solar a reçu un premier bon de commande de Fort
Lauderdale, en Floride.
· plus
Le 1er novembre 2018, Envision Solar a annoncé la première livraison de produits EV ARC ™
Division des poissons et de la faune de la Californie.
· efficace
1er décembre 2018, date d'échéance de 1,5 million de dollars par SFE VCF, LLC
Envision a accepté de prolonger le 30 juin 2019, ou
réalisation réussie de cette offre. Il y avait d'autres changements à la note.
· la
La société est actuellement en train de livrer trente-quatre unités EV ARC ™.
La ville de New York a reçu une commande au second semestre de 2018.

Aperçu des produits et de la technologie

Nous fabriquons actuellement
et vend deux catégories de produits: le chargeur breveté EV ARC ™ (chargeur auto-renouvelable pour véhicule électrique) et le panneau solaire
Tree ®. Nous avons breveté les deux catégories de produits.

SAD
ARC ™
jour
Tree ®

récemment,
a déposé des demandes de brevet pour les troisième et quatrième catégories de produits EV-Standard ™ et UAV ARC ™.
Les deux catégories de produits sont à la dernière étape du développement et de la conception du produit. Les quatre lignes de produits contiennent le même
la technologie et la valeur sous-jacentes avec l'énergie renouvelable intégrée, les panneaux solaires et / ou le vent léger
générateur et stockage à bord de la batterie. EV ARC ™ est une solution portable et permanente
Le produit Solar Tree® est une solution permanente. EV-Standard ™ utilise également un appareil fixe mais existant
lampadaire et connexion réseau. UAV ARC ™ est une solution permanente au format transportable et permettra
utilisé pour charger les flottes de drones (UAV). Nous pensons que notre gamme de produits offre plusieurs niveaux de valeur à nos clients.
en utilisant la même technologie, les mêmes techniques de fabrication et les mêmes infrastructures que nous utilisons pour tous nos produits. cette
nous permet de proposer une large gamme de produits avec une large gamme de produits, sans maintenir les frais généraux habituels
beaucoup de genres de produits.

EV ARC ™ et
Les produits Solar Tree® peuvent également être équipés pour fournir une alimentation d'urgence aux utilisateurs tels que les premiers intervenants en cas d'urgence.
ou autre défaillance du réseau. Depuis que nos produits mettent à jour leurs batteries quotidiennement, même par temps nuageux, je pense
ce sont les sources d'énergie les plus sûres et les plus sûres disponibles aujourd'hui. Beaucoup de nos clients actuels du gouvernement
Les unités EV ARC ™ sont intégrées à nos unités optionnelles E. E Power est une série d'énergie sûre
magasins avec accès d’énergie d’urgence et d’urgence à l’aide d’urgence ou aux clients. cette
c'est une source de revenus supplémentaires pour nous et nous pensons que cela offre davantage de valeur pour nos produits.

EV ARC ™ et
Vous pouvez combiner les produits Solar Tree® à la demande de votre client. Notre premier client de services publics connecté à EV ARC ™
Les produits EV ARC ™ permettent le chargement EV EV mais également la stabilité du réseau
outils. Lorsque la consommation d'énergie est faible, l'utilitaire charge la batterie EV ARC ™. Pendant l'alimentation:
L'utilitaire utilise l'énergie des batteries EV ARC ™, réduisant ainsi les contraintes sur les appareils générateurs et l'infrastructure de réseau.
Nous pensons que "l’équilibrage du réseau" offre une opportunité potentiellement importante pour les produits Envision.
considérant que les réseaux électriques créent une incertitude croissante en raison d'une demande accrue, d'infrastructures vieillissantes, de phénomènes météorologiques extrêmes ou d'événements indésirables;
joueurs étrangers ou nationaux. Les professionnels des services publics comme San Diego Gas & Electric nous ont dit que c’était le cas et
ce stockage distribué est une partie importante de leurs plans futurs.

Nous croyons en ces
Les facteurs constituent une valeur convaincante pour nos produits pour tous ceux qui souhaitent installer de tels outils. Nos clients peuvent l'installer
EV recharge rapidement, efficacement et sans parking. L’empreinte carbone positive est plus grande parce que
nos produits utilisent la lumière du soleil pour recharger les véhicules électriques des employés, et nous pensons que l'impact du marketing et de la stratégie de marque est bien plus important
parce que l'entreprise est très consciente de son engagement envers l'environnement.

Stratégie de croissance

Ça marche maintenant
trois marchés à croissance rapide et peu rémunérateurs: l’infrastructure de charge des véhicules électriques, les supports extérieurs et la sécurité énergétique. nos produits
16 aux États-Unis, 70 colonies, deux pays non américains et les îles Vierges américaines
Des Caraïbes. Nous croyons que nos produits ont un attrait mondial et ne sont que dans une période de développement
notre secteur. Hisszük, hogy van egy stratégiai növekedési tervünk, amely lehetővé teszi számunkra, hogy növeljük ügyfélkörünket és bevételeinket
növelve a jövedelmezőséget a következő módon:

Megnövekedett
                                         értékesítés és marketing a potenciális ügyfelek univerzumának oktatására
. Történelmileg
                                         nem fektettek be jelentős marketingtevékenységbe, és csak a közelmúltban adtak hozzá értékesítést
                                         csapat. Eddig a legtöbb értékesítésünk szájról vagy vezetői kapcsolatokból származik.
                                         A nagy értékesítési és értékesítési költségvetés hiánya miatt csak kicsi
                                         a potenciális potenciális vásárlók százalékos aránya termékeink számára tisztában van azzal, hogy mi
                                         létezik és a termékeink által nyújtott érték. Megfigyeltük, hogy nagy konverzió van
                                         az ügyfelek számára, ha bizonyítani tudjuk termékeink értékét
                                         ezekhez a kilátásokhoz. Hisszük, hogy a marketingbe és az értékesítésbe való nagyobb beruházásokkal
                                         képesek vagyunk elérni a kilátások sokkal nagyobb közönségét, akik hasznot húzhatnak a miénkből
                                         termékeinket, és képesnek kell lennünk fenntartani magas konverziós arányainkat a kilátásokból
                                         az ügyfeleknek.

Folytatni
                                         földrajzi lábnyomunk és ügyfélkörünk bővítése
. Termékeink vannak
                                         16 USA államban, 70 településen, két, az Egyesült Államokon kívüli országban használatos, és
                                         az Amerikai Virgin-szigetek a Karib-térségben. Hiszünk abban, hogy a befektetésünk a mi növekedésünkbe
a földrajzi lábnyom mind belföldön, mind az értékesítés és a marketing növelése révén, és. t
                                         nemzetközi szinten is, Európára és Ázsiára összpontosítva jelentős növekedést fog elérni
                                         lehetőségeket. Our sales have been heavily focused on the U.S. coastal regions, specifically
                                         California and the Northeast. Our contract with the State of California was recently
                                         renewed for two more years with two more one-year options at the State’s election,
                                         for a potential total of four additional years. The scope of the contract expanded to
                                         include more of our products. The contract is mandatory for State governmental agencies
                                         in California seeking the solutions our products provide, and can be used by others such
                                         as county and municipal agencies at their option. The contract allows governmental agencies
                                         (and some non-governmental agencies such as universities) to issue purchase orders to
                                         us without having to go through any competitive process such as requests for proposals
                                         (RFP) or technical or other due diligence. The value of purchase orders anticipated by
                                         the State of California to be issued by government offices under this renewed contract
                                         is over $20 million. This amount is not binding. The State of California is not required
                                         to spend the amount estimated. In fact, the government agencies may spend more or less
                                         than the estimated amount depending on demand for our products. The California contract
                                         does not have a cancellation clause but we believe it can be terminated by nonrenewal
                                         or for cause. Furthermore, in studying the online published general conditions for these
                                         types of contracts, we note that they can be terminated for convenience, or for lack
                                         of funding, though we have no indication that this is likely. On September 10, 2018,
                                         the Company received a new $3,300,000 order from the City of New York for 50 EV ARC™
                                         units for delivery in the fourth quarter of 2018 and the first half of 2019. The Company’s
                                         total contracted backlog as of December 31, 2018 is approximately $4,400,000 which the
                                         Company expects to convert to revenue in the first half of 2019. We observe that
                                         those U.S. coastal regions often lead where technology transitions are concerned, and
                                         we expect the rest of the U.S. to follow the coastal leads as is historically the norm.
                                         We believe that this will result in further geographic growth for our products domestically
                                         as well as with our international expansion.

Mi
                                         believe we have substantial manufacturing capacity for growth in our existing production
                                         facility.
The Company’s manufacturing facility is purposely large enough
                                         to accommodate substantial growth, with capacity estimated to be several times the current
                                         production rate (management estimates up to 20 times the current production rate), based
                                         on management’s analysis of the floor space and size, equipment configuration,
                                         and the potential number, size and duration of working shifts. The Company currently
runs one shift five days per week, and can produce 1.5 EV ARC™ units per day. leadership
                                         believes that our facility is capable of producing up to five units per day.

Enhance
                                         our gross margins by focusing on increased sales, improved operating efficiencies and
                                         reduced cost of materials and production
. Our gross profits are the profits we
                                         make after deducting the costs associated with manufacturing our products from the revenue
                                         we receive from our customers for those products. Our gross profits are impacted by cost
                                         contributions which fall into two categories:

Variable
costs include the cost of the direct raw materials, such as batteries, solar panels, electronics and steel, and direct labor associated
with each product and as such vary in proportion to the volume of units we sell. When we sell more units our variable costs increase
and when we sell less the opposite generally occurs.

Fixed
costs are more or less constant at certain levels of sales and production, and include contributions such as rent.
insurance and underutilized labor (assuming a fixed labor pool, underutilized labor costs decrease with increased unit volumes).
The lower the volume of sales we make, the higher the contribution
of fixed costs will be to each of those sales. Conversely, as we increase our sales volumes the contribution of fixed costs to
each unit is decreased. Generally Accepted Accounting Principles (GAAP) require that, under “absorption costing”,
a portion of our fixed costs is assigned to each unit of production. For example, if our fixed costs were $1M per year and we
only sold one product during that year the fixed cost contribution for that product would be $1M and would be added to the variable
cost to calculate our gross profits (or more likely, losses). If, on the other hand, we sold 100 units during the same period
the fixed cost contribution for each product would be $10,000 per unit, or 1/100e of $1M, and, when added to our variable
costs, would result in a far lower cost of goods sold (COGS) per unit and as a result a much improved gross profit. At a certain
volume of unit sales, any manufacturing company should meet a fixed cost break-even point assuming their variable costs are less
than the price they charge their customers for the products

There are a variety of ways
we can reduce our variable costs which include:

premier Negotiation of better pricing from
                                         our vendors
deuxième Improved timing of purchasing
troisième Improved efficiencies in our processes
4 Product design improvements
5 Insourcing of certain processes
                                         which are currently performed by outside providers (who endeavor to make a gross profit
                                         on the services they provide us)

We believe
that there is really only one way to reduce per unit
fixed costs as long as we continue to pursue our current strategy: increase unit sales volumes.

Alatt
the first three quarters of 2018, our fixed costs were, according to the guidance of GAAP, estimated by us to be approximately
18% of our revenues. We arrived at this percentage by estimating the number of units we anticipated delivering to our customers
during the full year, using the best information available to us about our contracted backlog, and then allocating a proportionate
share (based upon those estimates) of our fixed costs to each of the units we actually delivered during the first three quarters.
If we had estimated that we would deliver twice as many similarly priced units, then our estimated fixed cost contribution would
have been approximately half that amount, or around 9% of revenue, which would have improved our estimated gross profit by the
same amount. If we had sold four times as many similarly priced units, then our fixed cost contributions would be around 4.5%
of our revenue and so on. In each case, the more units we sell the less fixed costs are allocated to each unit because the fixed
costs are shared among more units. Even if our variable costs per unit do not decline with increased volume (which we expect them
to do), our total costs per unit should fall as we increase the number of units we sell. In fact, as a result of design and production
delays caused by operating capital shortages, we delivered less units in 2018 than we had anticipated at the time we created our
overhead allocation estimates. We recognized the resulting negative impact to our gross profits in the fourth quarter of 2018.
The gross profits associated with the units which we failed to deliver in 2018 are now expected to be recognized in 2019.

According
to GAAP, our variable direct costs per unit in 2018 have been as low as approximately 70% of our revenues, meaning that, excluding
the fixed costs described above, our per unit gross profit has been as high as approximately 30% even in the lower volumes we
have produced to date.

Ban ben
prior years, we have generally reported gross losses because the combination of our fixed and variable costs resulted in COGS
which were greater than the revenues we generated from the sale of our products. Please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operation beginning on page 37 and our financial statements beginning on page
F-1 of this document for a full description of our consolidated financial results.

Measures
                                         we are taking to improve our gross profits
. We are continually striving to increase
                                         our sales volumes and in 2018, our revenues were 336% higher than our 2017 results. Mi
                                         believe that this trend will continue and our backlog (approximately $4.4M at December
                                         31, 2018, which the Company expects to convert to revenue in the first half of 2019)
                                         and pipeline (approximately $29M as of April 4, 2019 including the latest California
                                         Contract) combined with positive growth trends in demand in the markets in which we focus,
                                         inform that belief. Pipeline
                                         refers to the aggregate total dollar amounts associated with potential product sales
                                         to prospective customers who we believe are highly likely to buy our products but who
                                         have not yet issued a binding purchase order for such products.

See “Industry Overview” in this prospectus.

We have
assumed in the past, and continue to assume, that our sales will increase and will, as a result, reduce the impact of our per
unit fixed cost contributions. For example, we believe that our factory and current staffing level is sufficiently large to
allow for a capacity several times the current production rate without significant increases in fixed costs. We selected a factory
of this size and staffing level (along with its fixed costs) because we believe that we will be able to grow our sales as the
markets we address, such as electric vehicle (EV) charging, grow as further discussed in this document. We also believe that it
is not unusual for manufacturing companies to have higher fixed cost contributions to their COGS in the early stages of market
and product development. We anticipated this as we planned for growth with our current facilities, even though we understood
that these higher fixed costs would negatively impact our gross profits in the early stages of our evolution.

We also
continue to strive to reduce our direct variable costs and we have observed that in many instances we have been successful in
this area. For example, we have negotiated reduced pricing with our vendors of steel, solar panels, inverters, tracking gears
and batteries which are the largest cost contributors to each of our products. We have also become more efficient in our fabrication
processes which has reduced the direct unit labor hours associated with producing our products.

There
are also market forces at work which, in the case of our most expensive components, are contributing to lower direct variable
costs for our products. According to Forbes, battery prices have fallen from $1,000 per kWh in 2010 to $200 per kWh in 2017, and
Forbes forecasts that prices will reach $100 per kWh by 2025. Forbes also forecasts that second life (used batteries which would
still work on our products) will fall to $50 per kWh. We currently pay more than $300 per kWh and as such see significant opportunities
for future reductions in our COGS as the price of batteries falls. Batteries currently make up approximately 24% of our COGS
on an average EV ARC™ unit.

Solar
modules have seen similar precipitous price declines. Bloomberg provides a benchmark monocrystaline module price of $0.37 per
watt in 2017 down from $10.00 per watt in the early nineties. While we use more expensive modules than the Bloomberg benchmark
(because they are higher quality and have a higher output efficiency), we have still benefited significantly during the last few
years from the decrease in solar module pricing. We believe that we will see further reductions in cost per watt for the foreseeable
future. Solar modules currently make up approximately 11% of our COGS on an average EV ARC™ unit.

We have
observed that increased unit sales do not only reduce our fixed per unit costs but can also favorably impact our direct variable
costs. For example, on October 1, 2018, we negotiated a reduction of approximately five percent on the price we pay for steel
for our products. On the same day we negotiated a reduction of approximately three percent on the price that we pay for certain
major electronic components that we integrate into our products. Our solar module vendor has informed us that our current increased
purchasing should result in a further 4% reduction in the price that we pay for solar modules. These price reductions have not
been driven by commodity pricing, rather, they are the result of our increased buying power with our vendors and in particular,
the larger orders we are placing so that we can execute on our backlog which, as of December 31, 2018, is at approximately $4.4M
 which the Company expects to convert to revenue in the first half of 2019. We have observed that we have been able to
negotiate price reductions on other of the components and commodities which we integrate into our end products as a result of
our increased buying power. We believe that there are further significant gains to be made in that area as our sales volumes increase.

We currently
outsource the painting and coating of our products to a third party. We are aware that this third-party endeavors to earn a gross
profit when selling paint and coating services to us. We also incur costs and disruptions transporting our products to and from
the painting vendor’s facility. We believe that an investment in an improvement to our facility that would make it possible
for us to paint and coat our own products could lead to 50% cost reductions related to those tasks and improved product flow,
which might further reduce our COGS and increase our production capacity.

Our pricing
strategies and our investments in fixed overheads such as our manufacturing facility have been driven by our belief that the demand
for our products will increase as the markets on which we focus evolve, and we see an increase in unit sales as a result. We have
not endeavored to cover all of our costs with the sale of a small number of units because we believe that the higher sales price
might have priced our products out of the market. Our belief in the growth of our target markets and in our ability to continually
reduce costs as we increase production volumes has led us to the decisions we have made around product pricing and investment
in overhead. We believe that the growth in our sales and our historical ability to reduce direct variable costs, support our continuation
of this strategy and that we can increase our gross profit margins to 50%, including fixed cost contributions, in the future.
The management team encourages all members of our sales and operations teams to contribute continuously to these efforts.

Increased
                                         leverage of outsourcing as our manufacturing process scales
. We have invested
                                         in facilities to enable us to produce our products in-house. This strategy has enabled
                                         us to efficiently grow through our product development process while controlling and
                                         reducing costs. However, as our product development process matures and as we become
                                         experts on our manufacturing process, we believe that we will benefit by out sourcing
                                         the manufacturing of certain components of our products to manufacturing vendors. Mi
                                         believe that we will be able to cherry pick certain of our components for outsourced
                                         manufacturing, simultaneously reducing our costs and increasing our capacity. While we
                                         intend to continue in-house manufacturing for all new products, we anticipate a future
                                         when the manufacturing of our mature products is carried out by far larger and more efficient
                                         manufacturers at greater speed and lower cost.

Expansion
                                         of our recurring revenue business
. As our business matures we will begin to expand
                                         the recurring revenue component of our business model through service and maintenance
                                         contracts, data gathering and sharing, outdoor media and branding, naming rights, and
                                         sponsorships of networks and products. Historically, we did not focus on service and
                                         maintenance contracts but rather focused on unit number growth. Many of our customers
                                         have indicated to us that they would be interested in acquiring service and maintenance
                                         contracts as well as extended warranties from us. We believe that as we grow our customer
                                         base we will have increasing opportunities to add recurring revenue through these services.
                                         We believe that our ability to gather and share data about the vehicles and other users
                                         of our products may become increasingly valuable as the markets we focus on, such as
                                         EV charging, mature. We are working with partners to create recurring revenue streams
                                         through sponsorship and naming rights for networks of our products.

Capture
                                         market share of the electrified personal and public transportation space, which is at
                                         a nascent phase
. To date we have concentrated on fueling the revolution in sedan
                                         electrification, however, we believe that other modes of electrified transportation are
                                         growing rapidly. The expansion in the use of electric bicycles, scooters and motor scooters
                                         is evident in many large cities across the U.S., Asia and Europe. As more people rely
                                         on last mile solutions such as e-bikes and e-scooters, the requirements for charging
                                         infrastructure will proliferate. We are working with an electric bike and scooter manufacturer
                                         to bundle two wheeled electric modes of transport with our EV ARC™ product. Mi
                                         believe that sales of bundled solutions combining our products with others transportation
                                         solutions represents another significant growth opportunity. The growth in the use of
                                         electric buses is happening at a more rapid pace than that of EV sedans. We have already
                                         sold our Solar Tree® DC fast charging solution to the Fresno County Rural Transit
                                         Authority for use in the charging of their public buses. This will be our first such
                                         deployment but we believe that it will lead to significant opportunities in this rapidly
                                         growing space.

The network
                                         effect (IoT) will drive significant value from the data we collect
. The units
                                         we produce communicate to our central facility, which creates a network effect. Units
                                         will be able to communicate with each other in the future. Each of our products sends
                                         data back to our central facility across a wireless network. The more units we have deployed
                                         the more data we will be able collect and the more we can learn about charging habits,
                                         EVs, traffic patterns and many other useful data sets. We believe that there will be
                                         significant value in this data in the future. For example, we believe that our outdoor
                                         media business segment will become more valuable as more units are deployed and communicating
                                         data about their individual usage. Our ability to communicate remotely with our media
                                         assets means that we will increasingly be able to change content on the units, perhaps
                                         in response to the individual users. As parcel delivery increasingly electrifies and
                                         the use of drones and package drop-off locations multiply, we believe that our portfolio
                                         of deployed assets, particularly UAV ARC™ units if and when they are deployed,
                                         will become increasingly valuable as a source of information as well as electricity for
                                         fueling and energizing network and physical assets, which will allow for branded “locker”
                                         facilities.

Folytatás
                                         expansion of our Outdoor Media Business unit
. We believe that a significant opportunity
                                         for increased high margin, recurring revenue exists in this business unit as a result
                                         of new contract wins. In November 2017 we signed an agreement with Outfront Media (NYSE:OUT)
                                         to sell naming rights and sponsorship arrangements for networks of our products deployed
                                         across cities. The contract currently only specifies San Diego. The Company and Outfront
                                         Media are in discussions to expand it to other cities nationwide, although no definitive
                                         agreement or amendment has yet been made. We believe that we are progressing towards
                                         success with this initiative. We intend to retain title to future products deployed under
                                         this business model and believe that we will be able to capture significant and increasing
                                         levels of recurring revenue while maintaining ownership of the underlying assets. Although
                                         we have delivered a small number of our products with outdoor media platforms integrated
                                         to date, we believe there is significant room to expand this aspect of our business in
                                         a meaningful way.

Develop
                                         and innovate new products while building a strong IP portfolio
. The majority
                                         of our revenues come from sales of our EV ARC™ and our Solar Tree® products.
                                         Both products use the same underlying technology. We have also invented two new products:
                                         (i) EV Standard™, which is a renewable energy street lamp replacement EV charging
                                         infrastructure solution and (ii) UAV ARC™ or DCN™ – Drone Charging
                                         Network, a renewable energy drone recharging product. These products also use the same
                                         underlying technology, but incorporate additional innovations. Patent applications directed
                                         to the additional innovations in these products are pending. This will allow us to
                                         broaden our market appeal while not significantly increasing the requirements of our
                                         manufacturing lines. We believe this strategy will enable us to grow revenues more profitably
                                         through increased operating leverage. We intend to continue to research other areas in
                                         which we believe that our ability to deliver rapidly deployed, highly reliable and cost
                                         effective sources of renewable energy in a productized format are embraced by prospective
                                         customers, so that we can continue to invent and develop new products which we believe
                                         will bring value to our target audiences. We believe that with sufficient investment
                                         we will be able to bring new products to market and create significant and rapidly growing
                                         opportunities to generate more revenue.

Competitive Advantages

We believe our
chief differentiators from our competitors are our ability to invent, design, engineer, and manufacture solar powered 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.

Rapid
                                         and impact free deployment of our products
. We believe that our product’s
                                         capability to be installed on a customer’s premises in a matter of minutes rather
                                         than taking several months as competing products can is a strong competitive advantage.

Scalability.
                                         We believe that the global requirements for EV charging will be large and that consumer
                                         demand will grow faster than traditionally deployed infrastructure can serve. Our ability
                                         to mass produce and rapidly deploy large numbers of EV chargers val vel
                                         minor investments into our current facility will make our products highly scalable, which
                                         we view as a significant differentiator.

Lower
összköltsége
                                         of ownership
. Mi
                                         believe that our reliance on renewable energy sources such as solar and wind rather than
                                         utility provided electricity, combined with our low or no construction installation requirements,
                                         will make our products less expensive to own and operate in many instances.

Low environmental
                                         hatás
. The buying decisions of many of our customers are often driven by environmental
                                         and sustainability concerns as well as a desire to reduce the carbon impact that either
                                         exists today in many markets or is perceived by our customers to be an inevitability
                                         in the future. Because our products are renewably energized and require little or no
                                         installation, they have low environmental impact. They are also highly visible and convey
                                         an environmentally conscious image for our customers to their constituencies.

Unique
                                         operating capabilities of our products
. We believe that 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 are significant
                                         differentiators from our competitors. Our products give our customers ultimate flexibility
                                         in a time of need while also providing operational efficiencies in normal operating conditions.

Strong
                                         patent portfolio to protect our products
. Our ability to create new and patentable
                                         inventions which are marketable and a complex integration of our own proprietary technology
                                         and parts with other commonly available engineered components is a further barrier to
                                         entry for our competition. The resulting products are built to have the longest life
                                         expectancy in the industry while also delivering valuable amenities and potentially highly
                                         attractive revenue opportunities for our customers.

Diversified
                                         product portfolio provides multiple verticals to monetize.
Envision’s products
                                         are designed to deliver multiple layers of value. Those value propositions include impact-free,
                                         renewably-energized EV charging; media, branding, and advertising platforms; fenntartható
                                         and secure energy production and storage; reduced carbon footprint; high visibility "green
                                         halo" branding; reduction of net operating costs through reduced utility bills;
                                         and revenue creation opportunities through sales of digital out of home (“DOOH”)
                                         media. The Company sells its products to customers with requirements in one or more of
                                         the three verticals it addresses. Qualified customers can also lease our EV ARC™
                                         products through leasing relationships we have developed. Envision’s products can
                                         qualify for various federal, state, and local financial incentives which can significantly
                                         reduce final out-of-pocket costs from our selling price for eligible customers.

Manufacturing
                                         and operating efficiencies
. We believe that the continuation of our strategy
                                         to create highly engineered, highly scalable products that are manufactured in-house
                                         and that are delivered complete or as a kit of parts to the customer site, and which
                                         require minimal planning, entitlement, or field labor activities, is further positioning
                                         us as a leader in the provision of unique and highly scalable solutions to the markets
                                         we target. Our products are complex but standardized, readily deployable and reduce the
                                         exposure of the Company and our customers to the risks and inherent margin erosion that
                                         are incumbent in field deployments.

Industry Overview

EV Charging.
The global electric car stock surpassed two million vehicles in 2016 after crossing the one million threshold in 2015,
and exceeded three million vehicles by November 2017. In the third quarter of 2018, the stock increased to four million. As the
number of electric cars on the road has continued to increase, private and publicly accessible charging infrastructure has also
continued to grow. In 2016, the annual growth rate of publicly available charging (72%) was higher than, but of a similar magnitude
to, the electric car stock growth rate in the same year (60%).

According to Bloomberg,
financial services firm Morgan Stanley has estimated that the world will need to spend $2.7 trillion on charging infrastructure
to provide for the anticipated growth of EVs. Governor Brown of California has issued an executive order requiring the installation
of 250,000 EV chargers by 2025. This equates to an average of approximately 36,000 charger installations per year. To date,
the EV charging industry has installed a total of about 16,000 grid-tied EV chargers in California. In September 2018, Governor
Brown issued a further executive order establishing a goal for California to be carbon neutral by 2045, meaning that all the
electricity consumed in the state will have to come from renewable sources. We believe that the combination of these two executive
orders will create an improved set of opportunities for us to sell our products. Many nations including the United Kingdom, Norway,
Germany and France have announced total bans on internal combustion vehicle sales after specified dates, starting with Norway
in 2025. China is considering similar bans and the National Development and Reform Commission of the Peoples Republic of China
has recently called for the installation of 4.8 million chargers by 2020.

Autonomous vehicles
(AVs) are receiving increasing press coverage and, significantly, increasing investment from national and international participants.
On October 4, 2018 the Wall Street Journal reported that Honda will invest $2.75B in GM’s self-driving car unit, GM Cruise.
Japan’s SoftBank Group has already invested $2.2B in GM Cruise. Ford has set up the Ford Autonomous Vehicle Unit, and Fiat
Chrysler has joined a BMW led consortium which includes Intel and Mobileye with the aim of producing fully automated vehicles
by 2021. Toyota announced in August that it would invest $500 million in Uber to jointly develop autonomous vehicles, and Google
parent Alphabet continues to invest in Waymo. According to CB Insights there were 46 corporations developing autonomous vehicles
as of September 2018.

While there are
many approaches to evolving AVs, one constant is that in almost every case the vehicles themselves are or will be electric vehicles.
An increase in the volume of electric AVs will mean a requirement for an increase in the availability of EV charging infrastructure
which, we believe, further supports our business model.

The global need
for large numbers of highly scalable, rapidly deployable EV charging solutions is clear. We believe that our products uniquely
satisfy this need and can meet the expected demand.

Outdoor Media.
"Digital Out of Home Advertising”
is the second fastest growing advertising medium, according to Magna. Double digit growth with billions of dollars per
year in national and global spending make outdoor advertising an attractive opportunity. Industry veterans spend a good deal of
time looking for the “new new” in advertising. They seek a solution that is environmentally friendly, cost effective,
and most importantly, can make its way through the significant hurdles of permitting and zoning. We believe that our products
are ideally suited to uniquely reduce many of the barriers to entry for outdoor advertising, and as such we believe that significant
opportunities may present themselves to us as we continue to address this market.

Energy Security.
According to insideenergy.org, the grid disruption database shows a marked increase in outages from 2000 through the first
half of 2014. According to the Department of Energy, grid outages cost U.S. businesses approximately $200 billion each year, and
lives have been lost due to power interruptions. Secure and reliable sources of electrical power are a strategic imperative, recognized
by the U.S. military as representing one of our most significant vulnerabilities. Government and enterprise customers are investing
in off-grid emergency power solutions such as diesel generators.

Our products provide
a highly reliable source of energy that is not susceptible to grid interruptions. Because they generate and store all of their
own energy, our products will continue to charge EVs and provide a secure source of emergency back-up power, even during grid
outages and failures such as those caused by hurricanes, earthquakes, flooding or heavy snow, or by terrorists or those that could
be perpetrated by nefarious nation states such as the utility grid hacking incidents described in recent articles in the Wall
Street Journal.

Historical Milestones

Envision is steadily
evolving as its products and their capabilities become more widely known. The following events in our history illustrate the Company’s
progress since the beginning of 2017:

· Chevrolet
                                         uses EV ARC™ to promote Bolt launch in January 2017.
· Fresno
                                         becomes the first county to have an EV ARC™ in every major town in May 2017.
· Új
                                         York City awards multi-year, multi-million dollar contract to Envision in May 2017.
· Outfront
                                         Media (NYSE:OUT) signs exclusive agreement to partner with Envision in November 2017.
· First
                                         Solar Tree® DCFC order for electric buses in December 2017.
· First
                                         military pilot with EV ARC™ in United States Marine Corps in March 2018.
· Chinese
                                         patent for EV ARC™ issued in April 2018.
· Google
                                         commences using EV ARC™’s at its facilities in June 2018.
· Kalifornia
                                         issues new multi-year contract to Envision for EV ARC™ in July 2018.
· Új
                                         York City issues largest purchase order to Envision to date for EV ARC™ in September
                                         2018.

Intellectual Property

Envision owns the
registered trademark Solar Tree® structures. The Company has been issued five patents: one directed to Solar Tree ® structure
(patent No. 7,705,277), one directed to EnvisionTrak™, a dual-synchronous tracking system for its solar products (patent
No. 8,648,551), one directed to our EV ARC™ product (patent No. 9209648), one directed to Transformer ARC™ (patent
No. 9,917,471), and one directed to our EV ARC™ product in China (Patent No. 201380042601.2). Additionally, on October 15,
2018, the European Patent Office issued a notice of intention to grant a patent for our EV ARC™ product in Europe (European
Patent No. 13828020.1). Patent applications directed to our EV-Standard™ and UAV ARC™ products are currently patent-pending
in the United States. Patent applications directed to our Transformer ARC™ product is patent pending in China.

Listing on the Nasdaq Capital Market

We have
applied to and have been given conditional approval to list our common stock and warrants on The Nasdaq Capital Market (“NASDAQ”)
under the symbols “EVSI” and “EVSIW”, respectively. Assuming the listing is confirmed, we expect to list
our common stock and warrants on NASDAQ upon consummation of this offering, at which point our common stock will cease to be traded
on the OTC-QB Market. No assurance can be given that our listing application will be approved. This offering will occur only if
NASDAQ approves the listing of our common stock and warrants on NASDAQ. NASDAQ listing requirements include, among other things,
a stock price threshold. As a result, we will need to take the necessary steps to meet NASDAQ listing requirements, including
but not limited to a reverse split of our common stock. If NASDAQ does not approve the listing of our common stock and warrants,
we will not proceed with this offering. Quotes of stock trading prices on an over-the-counter marketplace may not be indicative
of the market price on a national securities exchange.

Corporate Information

Our
executive
nak,-nekfices
unre located
nál nél 5660 Eastgate Dr., San Diego, California 92121 unn
our telephone
number
rapport (858) 799-4583. Our
website
unddress is www.envisionsolar.com.
We have not incorporated by reference into this prospectus the information included on or linked from our website and you should
not consider it to be part of this prospectus.

Principal Risks

We are subject
to various risks discussed in detail under “Risk Factors,” which include risks related to the following:

· un
    investment in us is speculative as we recently emerged from our late development stage;

· quel
    have sustained recurring losses since inception and have received a “going concern” qualification from our auditors;

· quel
    do not have sufficient capital to continue or expand our business unless we raise additional capital;

· quel
    face competition from larger competitors in the EV charging industry, although primarily from grid connected equipment suppliers,
    and competition may intensify in the future;

· quel
    revenue growth in 2018 is not necessarily indicative of our future results, although year over year revenue growth is strongly
    trending positive;

· quel
    current revenue is concentrated from a small number of customers;

· quel
    business would be materially harmed if we fail to protect our patents, trademarks, tradenames and other intellectual property;

· quel
    plan to expand our marketing and sales with more resources, more products and more geographic markets may not succeed and
    may result in operating losses;

· la
    loss of our chief executive officer or other key personnel would have a material adverse impact on us;

· un
    financial crisis or global, national, or regional recession could have a material adverse impact on us;

· hiba
    to achieve our business performance expectations as reflected in forward-looking statements that may be made by us;

· our consolidated financial
    condition and operating results may be materially adversely impacted by litigation and claims made against us that are not
    fully covered by insurance;

· we may have liabilities
    that we are unable to pay;

· we may experience
    higher operating costs and lower revenue than we expect;

· interruptions
    in the provision of key supplies and services on which we rely could cause manufacturing and delivery delays;

· képtelenség
    to keep pace with rapid technological changes and innovation;

· Alsó
    gasoline prices causing a decline in the demand and selling price for our products;

· létező
    government regulations and changes to them in the future could have a material adverse effect on our operating results, financial
    condition and business performance;

· Tábornok
    commercial and consumer demand for EV charging, outdoor media and energy security products may decline in the future;

· lehetséges
    dilution of the ownership of existing shareholders due to the issuance of new securities by us in the future;

· rapide
    and significant changes to costs of raw materials due to government tariffs or other market factors;

· quel
    failure to maintain an effective system of internal financial controls;

· illékonyság
    or decline of our stock price;

· la
    planned reverse stock split of our authorized and outstanding common stock could cause our common stock market value to decline;
et

· quel
    do not intend to declare or pay dividends on our common stock in the foreseeable future.

Please see the “Risk Factors”
section commencing on page 18 for more information concerning the risks of investing in us.

Summary of the Offering

Értékpapír
    offered:
Units,
    each Unit consisting of one share of our common stock and one warrant to purchase one share of our common stock. Each warrant
    will have an exercise price of 105% of the public offering price of each unit, is exercisable immediately and will
    expire five years from the date of issuance.

Common Stock prior to Offering:

2,906,630
    megoszt

Number of Warrants:

1,111,111

Number of Shares:

1,111,111

Warrant exercise price:

105%
    of the public offering price of each unit
Közös
    stock outstanding after the offering:

4,017,741,
    not including the possible sale of over-allotment shares, if any. The number of shares of our common stock to be outstanding
    after the completion of this offering is based on 2,906,630 shares of our common stock outstanding as of December 31, 2018,
    adjusted to reflect a planned reverse stock split of the Company’s authorized, issued and outstanding common stock of
    one-for-50, and excludes the following, adjusted to reflect the planned reverse stock split:

· 296,411 shares
                                         of common stock issuable upon the exercise of stock options outstanding as of December
                                         31, 2018 with a weighted average exercise price per share of $11.50;
· 333,589 shares
                                         of common stock reserved for the future issuance of options under our 2011 Stock Option
                                         Plan;
· 134,359 shares
                                         of common stock issuable upon exercise of warrants as of December 31, 2018 with a weighted
                                         average exercise price per share of $8.50;
· 418,288 shares
                                         of common stock issuable upon the conversion of outstanding convertible promissory notes
as of December 31, 2018; et
· 1,111,111 shares
                                         of common stock issuable upon exercise of the warrants issued to the public in connection
                                         with this offering.

Underwriter’s Over-Allotment Option:

The Underwriting Agreement provides
        that we will grant to the underwriter an option, exercisable within 45 days after the closing of this offering, to acquire
        up to an additional 15% of the total number of shares of common stock and/or warrants to be offered by us pursuant to
        this offering, solely for the purpose of covering over-allotments.

Használat
    of proceeds:

Mi
                                         estimate that we will receive net proceeds of approximately 8,700,000 from our
                                         sale of Units in this offering, after deducting underwriting discounts and estimated
                                         offering expenses payable by us. We intend to use the net proceeds of this offering to
                                         provide funding for the following purposes: to expand our business both domestically
                                         and internationally through an increase in our sales and marketing campaigns, to grow
                                         our sales team, improve product development and manufacturing efficiencies, repayment
                                         in full of the outstanding principal and interest on the $1,500,000 term loan and $750,000
                                         bridge loan, plus an aggregate of approximately $319,000 on the outstanding balance of
                                         two convertible notes.

Assumed
    Offering price:
$9.00
    per Unit.

Trading symbol:

Our common stock is presently
        quoted on the OTC-QB Market under the symbol “EVSI”. We have applied to have our common stock and warrants
        listed on the NASDAQ Capital Market under the symbols “EVSI” and “EVSIW,” respectively.

Kockázat
    tényezők
Investing
    in our securities involves substantial risks. You should carefully review and consider the “Risk Factors” section
    of this prospectus beginning on page 18 and the other information in this prospectus for a discussion of the factors you should
    consider before you decide to invest in this offering.
Lock-up: Mi
    and our directors, officers and principal stockholders have agreed with the underwriters not to offer for sale, issue, sell,
    contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a
    period of 180 days after the date of this prospectus. See “Underwriting” section on page 115.

Summary Consolidated
Financial Information

la
following summary consolidated statements of operations data for the years ended December 31, 2018 and 2017 have been derived
from our consolidated financial statements included elsewhere in this prospectus. The historical financial data presented below
is not necessarily indicative of our consolidated financial results in future periods. You should read the summary consolidated
financial data in conjunction with those consolidated financial statements and the accompanying notes and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” Our consolidated financial statements are prepared
and presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

résumé
Statements of Operations Data

For the Fiscal Years Ended December 31,

2018

2017

Revenues:
Total Revenues $ 6,162,402 $ 1,412,042
Total Cost of Revenues $ 6,354,502 $ 1,884,793
Gross Profit (Loss) $ (192,100 ) $ (472,751 )
Operating Expenses:
Total Operating Expenses $ 2,337,446 $ 2,227,645
Total Other (Expense) Income $ (1,069,234 ) $ (340,234 )
Tax Expense $ 800
Net Loss $ (3,598,780 ) $ (3,041,430 )
Net Loss Per Share
Basic and Diluted(1) $ (1.24 ) $ (1.19 )
Weighted Average Number of Common Shares Outstanding
Basic and Diluted(1) 2,891,280 2,549,415

(1) Reflects planned 1 for 50 reverse
stock split.

The following table presents consolidated balance sheet data
as of December 31, 2018 on:

· a pro forma basis
    giving effect to the sale by us of 1,111,111 shares of common stock in this offering at an assumed public offering price
    of $9.00 per unit, after deducting underwriting discounts and commissions and estimated offering expenses.

The pro forma information will be adjusted
based on the actual public offering price and other terms of this offering determined at pricing.

2018. december 31. 2018. december 31.
Consolidated Balance Sheet Data: Actual Pro Forma(1)
(Unaudited)
Készpénz $ 244,024 $ 6,232,199
Working capital (deficit) $ (2,759,580 ) $ 5,319,724
Total assets $ 3,487,192 $ 9,475,367
Total liabilities $ 5,967,871 $ 3,776,742
Total stockholders’ equity (deficit) $ (2,480,679 ) $ 5,698,625

(1) A $1.00 increase
    or decrease in the assumed public offering price per share would increase or decrease our cash and cash equivalents, working
    capital (deficit), total assets and total stockholders’ equity (deficit) by approximately $1,022,222 assuming
    the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting
    the underwriting discount and estimated offering expenses payable by us.

RISK FACTORS

Any investment
in our securities involves a high degree of risk. You
should consider carefully the risks described below, together with all of the other information contained in this prospectus,
before you decide whether to purchase our securities. If any of these actually occur, our business, financial condition or operating
results could be adversely affected. The risks described below are not the only ones we face. Additional risks not currently known
to us or that we currently do not deem material also may become important factors that may materially and adversely affect our
business. The trading price of our securities could decline due to any of these described or additional risks and you could lose
part or all of your investment.

Risks Relating to Our Business

Our Company
recently emerged from its late development stage, which increases the risk of investment in our securities
. This investment
in us is speculative because the trend of increasing sales has only recently begun and may not be sustained. Funding is needed
to expand our sales and marketing campaigns for current markets and to extend the business into new markets, such as China and
Europe. We must also allocate capital, if available, to pay costs and liabilities until we achieve positive cash flow, of which
there is no assurance. Historically, we have not been profitable and there is no assurance that the Company will be profitable
in the future. The Company may not be able to successfully develop, manage, or market its products and services. Intense competition
and. government regulation may hinder the Company’s performance. The Company is exposed to other risks inherent in its business.

We have sustained
recurring losses since inception and expect to incur additional losses in the foreseeable future. We have received a “going
concern” qualification from our auditors, which indicates that there are substantial risks to the Company continuing as
a going concern.
We were formed on June 12, 2006 and have reported annual net losses since inception. For our fiscal
years ended December 31, 2018 and December 31, 2017, we experienced net losses of $3,598,780 and $3,041,430, respectively (reflects
cash and noncash expenses under generally accepted accounting principles). Further, as of December 31, 2018, we had an accumulated
deficit of $41,875,659 (reflects cash and noncash expenses under generally accepted accounting principles), a working capital
deficit of $2,759,580, and a stockholder’s deficit of $2,480,679. The Company’s consolidated financial statements
have 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 matters raise substantial doubt about the Company’s ability to continue as a going
concern. The consolidated financial statements included in this prospectus do not include any adjustments relating to the recoverability
and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable
to continue as a going concern. In addition, we expect to incur additional losses in the future, and there can be no assurance
that we will achieve profitability. Our future viability, profitability and growth depend upon our ability to raise capital and
successfully operate and expand our operations. We cannot assure that any of our efforts will prove successful or that we will
not continue to incur operating losses. These factors raise substantial doubt as to the Company’s ability to operate as
a going concern.

We may need
to raise additional capital or financing after this offering to continue to execute and expand our business.
We expect
that the net proceeds from this offering will be sufficient to sustain our operations for the foreseeable future, but we may need
to raise additional capital after this offering to expand or if positive cash flow is not achieved and maintained. Our cash
burn is approximately $198,000 a month and we expect that number to decrease as we increase sales and more gross profit goes to
the bottom line. We estimate that we will achieve positive cash flow at $10M of revenue or 160 units of annual sales. We did $6.2M
in 2018 and have $4.4M in backlog as of December 31, 2018 (which the Company expects to convert to revenue in the first half of
2019) and $27M in qualified pipeline for 2019 as of now. As of December 31, 2018, our available cash balance was $244,024.
We may be required to pursue sources of additional capital through various means, including sale and leasing arrangements, and
debt or equity financings. Any new securities that we may issue in future transactions to raise capital may be more favorable
for our new investors than this offering. Newly issued securities may include preferences, superior voting rights, and the issuance
of warrants or other convertible securities that will have additional dilutive effects. We cannot assure that additional funds
will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Further,
we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting
fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection
with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition
and results of operations. Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets,
and the fact that we have not been profitable, which could impact the availability and cost of future financings. If the amount
of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy
our capital needs, we may have to reduce our operations accordingly.

Our revenue
growth in 2018 may not be indicative of our future results.
Our revenues for the year ended December 31, 2018 were $6,162,402
compared to $1,412,042 for the same period in 2017. These revenues were primarily derived from the delivery of 90 EV ARC™
units during 2018, while in 2017, we delivered 20 EV ARC™ units and one ARC Mobility trailer. This significant increase
in the number EV ARC™ units sold (and consequent significant increase in revenues) may not be indicative of our revenues
for 2019 and future periods because thirty of these units were waiting for delivery by the end of 2017 but were delivered in January
2018, resulting in a disproportionate increase in revenues in the first quarter of 2018. As a result, you should not rely on our
results for 2018 as an indication of our expected performance in 2019 or future periods, although year over year revenue growth
is strongly trending positive.

Our revenues
are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers
.
One customer (i.e. the City of New York) generated 50% of our revenues in 2018 and two customers generated 40% of our revenue
for the year ended December 31, 2017. Those customers were the City of New York and Caltrans (the transportation agency of the
government of the State of California. The use of the contract is mandatory for State of California departments and is available
for use by local government agencies) in 2017, and the City of New York in 2018. The purchase orders aggregate under single contracts,
but we believe that the selling opportunities are far more varied than suggested by the revenues associated with those contracts
because many different government departments are able to purchase our products through the contracts without having to go through
lengthy and involved purchasing processes. According to representations made to us by the City of New York and the State of California,
the contracts we have with both of them can in some cases be used by other states or government departments. We expect sales of
our products to be among a more diversified customer base in the future, particularly as our successes in the 16 states in which
we have already been deployed become more widely recognized. Nevertheless, this high concentration of revenues from a small number
of clients creates a risk that our revenues may decrease substantially if we were to lose one of these customers. The State of
California issued a new contract to us in July 2018 with an initial two-year term and two one-year options to renew at their election.
On September 10, 2018, the City of New York gave us a new $3,300,000 order for 50 EV ARC™ units for delivery in the fourth
quarter of 2018 and the first half of 2019. In the case of both contracts, while the purchase orders aggregate under single contracts,
the products are being used by a diverse group of government agencies including Departments of Transportation, Police Department,
Fire Department, Department of Education, Department of Design and Construction, Office of Emergency Management, Department of
Parks and Recreation, and others, according to government officials. There can be no assurances that current two main customers
(the City of New York and the State of California), or any current or future customer, will continue to purchase our products
in the future.

Our revenue
growth depends on consumers’ willingness to adopt electric vehicles.
Our growth is highly dependent upon the adoption
of electric vehicles (“EV”), and we are subject to a risk of any reduced demand for EVs. If the market for EVs does
not gain broad market acceptance or develops more slowly than we expect, our business, prospects, financial condition and operating
results may be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly
changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent
new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and
behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include:

· felfogás
    about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially
    if adverse events or accidents occur that are linked to the quality or safety of EVs;

· la
    limited range over which EVs may be driven on a single battery charge and concerns about running out of power without access
    to sufficient charging infrastructure;

· fejlesztések
    in the fuel economy of the internal combustion engine;

· la
    environmental consciousness of consumers;

· illékonyság
    in the cost of oil and gasoline;

· consumers’
    perceptions of the dependency of the U.S. on oil from unstable or hostile countries and the impact of international conflicts;

· kormány
    regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

· accès
to charging stations and consumers’ perceptions about convenience and cost to charge an EV; et

· la
    availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased
    use of nonpolluting vehicles.

The influence of
any of these factors may negatively impact the widespread consumer adoption of EVs, which could materially adversely affect our
business, operating results, financial condition and prospects.

We face intense
competition, and many of our competitors have substantially greater resources than we do.
Competition in the solar renewable
energy and EV charging industries is intense, and competition is fragmented among a wide variety of entities. We operate in a
highly competitive environment that is characterized by price fluctuations and rapid technological change. While we were the only
respondents to recent requests for EV charger proposals (RFPs) by the State of California and New York City, and won those contracts,
nevertheless, we compete with major international and domestic companies. Our major competitors include numerous regional players,
and other companies similar to us located in our operating markets. Our competitors often have greater market recognition and
substantially greater resources than we do. Competition for RFPs, and in our market in general, may intensify in the future. Competitors
may develop products based on new solar power technologies that may ultimately have costs similar to, or lower than, our projected
costs. Many of our current and potential competitors have longer operating histories, greater name recognition, access to larger
customer bases and significantly greater financial, sales, marketing, manufacturing, distribution, technical and other resources
than we do. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources
to the development, promotion and sales of products than we can. Some of our competitors own, partner with, or have longer or
stronger relationships with, solar cell or other component providers, which could result in them being able to obtain components
on a more favorable basis than we can. New competitors or alliances among existing competitors could emerge and rapidly acquire
significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we
may lose or be unable to gain market share. We may in the future compete for potential customers with providers, which have products
similar to ours. In addition, we may face competition from other alternative energy resources now in existence or developed in
the future. Increased competition could result in price reductions, reduced margins, or loss of market share and greater competition
for qualified technical personnel. There can be no assurance that we will be able to compete successfully against current and
future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions,
our business and results of operations would be adversely affected.

The solar
energy industry and in particular, as it is utilized for EV charging, is an emerging market that is constantly evolving and may
not develop to the size or at the rate we expect.
The solar energy industry, especially as it applies to EV charging,
is an emerging and constantly evolving market opportunity. We believe the industry will take several years to fully develop and
mature, and we cannot be certain that the market will grow at the rate we expect. Any future growth of the solar energy market
in general, and for EV charging in particular, and the success of our products depend on many factors beyond our control. These
factors include without limitation recognition and acceptance of EVs and EV charging products by customers and users, the pricing
of alternative sources of energy, a favorable regulatory environment, the continuation of expected tax benefits and other incentives
and our ability to provide our product offerings cost-effectively. If the markets for EV charging do not develop at the rate we
expect, our business may be adversely affected.

Tariffs imposed
pursuant to Section 201 of the Trade Act of 1974 could significantly and adversely affect our business, revenues, margins, results
of operations, and cash flows.
We currently only use SunPower modules for our products. In April 2018, SunPower acquired
SolarWorld, one of the petitioners in the Section 201 trade case that led to the new tariffs referred to below, and a company
which is, as such, exempt from those tariffs. Sunpower also garners an exemption for the tariffs because of the unique nature
of its modules. We do not buy or use, nor do we intend to buy or use, any of the targeted modules. Since we currently only purchase
SunPower modules for our products and which modules are exempt from the tariffs described, we are not currently affected by those
tariffs, although there can be no assurance that we may not be affected by any future tariffs on SunPower products or otherwise.
On January 23, 2018, the President of the United States issued Proclamation 9693, which approved recommendations to impose safeguard
tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S. International
Trade Commission (the “International Trade Commission”).

It is possible
that tariffs may increase the costs and restrict the supply of certain of our components, causing us harm. In the near term, uncertainty
surrounding the potential implications of the tariffs imposed on the U.S. solar market, and whether specific products may be excluded,
may cause market volatility, price fluctuations, supply shortages, and project delays. In addition, the imposition of tariffs
is likely to result in a wide range of impacts on the targeted U.S. industries and the global market in general. Such tariffs,
if our products or the parts we use to manufacture our products are ultimately determined to be subject to them, could result
in significant additional costs to us. If we elected to pass such increase in costs on to our customers, they could cause a significant
reduction in demand for our products. We currently have no plans to use modules which are subject to tariffs.

Existing
regulations and policies and changes to them may present technical, regulatory, and economic barriers to the purchase and use
of solar power products, which may significantly reduce demand for our products and services.
The market for electric
generation products is heavily influenced by federal, state and local government laws, regulations and policies concerning the
electric utility industry in the United States and abroad, as well as policies adopted by electric utilities. Changes that make
solar power less competitive with other power sources could result in a significant reduction in the demand for our products.
The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies that
can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products,
thus reducing demand for our products. In addition, on-grid applications depend on access to the grid, which is also regulated
by government entities. While all of our products are designed to operate without a requirement to connect to the grid, we anticipate
that any of our grid connected products and their installation will continue to be subject to oversight and regulation in accordance
with federal, state, local and foreign regulations involving construction, safety, environmental protection, utility interconnection,
metering, trade, and related matters. It is difficult to track the requirements of individual states or local jurisdictions and
design equipment to comply with the varying standards. In addition, the U.S., European Union and Chinese governments, among others,
have imposed tariffs or are in the process of evaluating the imposition of tariffs on solar panels, solar cells, polysilicon,
and potentially other components. These and any other tariffs or similar taxes or duties may increase the price of our products
and adversely affect our cost reduction strategy, which could harm our results of operations and financial condition. Any new
regulations or policies pertaining to our products may result in significant additional expenses to us, which could cause a significant
reduction in demand for our solar power products.

In high demand
locations, the use of our products could exhaust their electricity supply on particular days, even with our storage batteries.
Our solar products create electricity and store it during daylight hours. While this process has generally been effective
to meet daily EV charging and energy storage demand, it is possible that heavy charging could cause a power draw exceeding the
onboard electricity generation and storage capacity. In such instances, except for our grid-connected products, the EV charger
would have to recharge through solar energy replenishment or other direct outside charge before EV charging could resume.

Developments
in alternative technologies or improvements in distributed solar energy generation may have a material adverse effect on demand
for our offerings.
Significant developments in alternative technologies, such as advances in other forms of distributed
solar power generation, storage solutions, such as batteries, the widespread use or adoption of fuel cells for residential or
commercial properties or improvements in other forms of centralized power production, transmission and distribution, may have
a material adverse effect on our business and prospects. Any failure by us to adopt new or enhanced technologies or processes,
or to react to changes in existing technologies, could result in product obsolescence, the loss of competitiveness of our products,
decreased revenue and a loss of market share to competitors.

Defects or performance
problems in our products could result in loss of customers, reputational damage, and decreased revenue, and we may face warranty,
indemnity, and product liability claims arising from defective products.
Although our products meet our stringent quality
requirements, they may contain undetected errors or defects, especially when first introduced or when new generations are released.
Errors, defects, or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties,
which can affect both the quality and the yield of the product. Any actual or perceived errors, defects, or poor performance in
our products could result in the replacement or recall of our products, shipment delays, rejection of our products, damage to
our reputation, lost revenue, diversion of our engineering personnel from our product development efforts, and increases in customer
service and support costs, all of which could have a material adverse effect on our business, financial condition, and results
of operations. Defective components may also give rise to warranty, indemnity, or product liability claims against us that exceed
any revenue or profit we receive from the affected products. We offer a one-year limited warranty for our EV ARC™ and a
one-year limited warranty for our SolarTree®. Our limited warranties cover defects in materials and workmanship of our products
under normal use and service conditions. As a result, we bear the risk of warranty claims long after we have sold products and
recognized revenue. Our estimated warranty costs for previously sold products may change to the extent future products are
not compatible with earlier generation products under warranty. As a result, the warranty costs could prove to be materially different
from the actual performance of our systems, causing us to incur substantial unanticipated expense to repair or replace defective
products in the future or to compensate customers for defective products. Our failure to accurately predict future claims could
result in unexpected volatility in, and have a material adverse effect on, our financial condition.

We may be
subject to product liability claims
. If one of our products were to cause injury to someone or cause property damage,
including as a result of product malfunctions, defects, or improper installation, then we could be exposed to product liability
claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product
liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of
a product liability claim against us could result in potentially significant monetary damages, penalties or fines, subject us
to adverse publicity, damage our reputation and competitive position, and adversely affect sales of our products. Továbbá,
product liability claims, injuries, defects, or other problems experienced by other companies in the solar industry could lead
to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our ability to attract new customers,
thus harming our growth and financial performance.

If we are unable
to keep up with advances in EV technology, we may suffer a decline in our competitive position.
The EV industry is characterized
by rapid technological change. We do not manufacture the EV service equipment (EVSE) which connects to the EV, rather, we deliver
power to other vendors’ EVSE products. As such, we believe that we are less prone to impacts caused by changes in EV technology.
Nevertheless, if we are unable to keep up with changes in EV technology or the costs associated with such changes, our competitive
position may deteriorate which would materially and adversely affect our business, prospects, operating results and financial
condition. As technologies change, we plan to upgrade or adapt our EV products in order to continue to provide EV charging services
with the latest technology.

If a third party
asserts that we are infringing upon its intellectual property, whether successful or not, it could subject us to costly and time-consuming
litigation or expensive licenses, and our business may be harmed.
The EV and EV charging industries are characterized
by the existence of a large number of patents, copyrights, trademarks and trade secrets. Although we are not presently aware of
any current, noticed or threatened third party intellectual property rights claims against the Company or any challenges to the
validity or enforceability of our patents or trademarks, there is a risk that the Company could face third party intellectual
rights claims against its products and challenges to the validity or enforceability of its products and trademarks in the future.
Third party intellectual property infringement claims against us and challenges to the validity or enforceability of our intellectual
property rights could harm our relationships with our customers, may deter future customers from subscribing to our services or
could expose us to litigation with respect to these claims. Even if we are not a party to any litigation between a customer and
a third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual property
in any subsequent litigation in which we are a named party. Any of these results could harm our brand and operating results. Any
intellectual property rights claim against us or our customers, with or without merit, could be time-consuming, expensive to litigate
or settle and could divert management resources and attention. An adverse determination with regard to the infringement of third
party intellectual property rights also could prevent us from offering our patents and services to our customers and may require
that we procure or develop substitute services that do not infringe. With respect to any intellectual property rights claim against
us or our customers, we may have to pay damages or stop using technology found to be in violation of a third party’s rights.
We may have to seek a license for the technology, which may not be available on reasonable terms, may significantly increase our
operating expenses or require us to restrict our business activities in one or more respects. The technology also may not be available
for license to us at all. As a result, we may also be required to develop alternative non-infringing technology, which could require
significant effort and expense.

The success
of our business depends in large part on our ability to protect and enforce our intellectual property rights.
We rely
on a combination of patent, copyright, service mark, trademark, and trade secret laws, as well as confidentiality procedures and
contractual restrictions, to establish and protect our proprietary rights. We cannot assure you, however, that we will be successful
in obtaining these patents, service marks or trademarks, or that these applications will not be challenged, that others will not
attempt to infringe upon our rights, or that these filings will afford us adequate protection or competitive advantages. We cannot
assure you that any patents will be granted with respect to our pending patent applications in a manner that gives us the protection
that we seek, if at all, or that future patents that may be issued to us will not be challenged, invalidated or circumvented.
Our patents and any patents that may be issued to us in the future may not provide sufficiently broad protection or they may not
be enforceable in actions against alleged infringers. We cannot assure you that any future service or trademark registrations
will be issued to us or that any registered service or trademarks will be enforceable or provide adequate protection of our proprietary
rights. We endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do
business in order to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have
taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently
develop technologies that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual property
rights also depends on our legal actions against these infringers, but we cannot be sure these actions will be successful, even
when our rights have been violated. Furthermore, effective patent, trademark, service mark, copyright and trade secret protection
may not be available in every country in which our products are sold. In addition, the legal standards relating to the validity,
enforceability and scope of protection of intellectual property rights in EV-related industries are uncertain and still evolving.
If we are unable to protect our rights to our intellectual property or if such property infringes on the rights of others, our
business could be materially adversely affected. We cannot ensure that our intellectual property will afford us any protection
or competitive advantages.

Our profitability
depends, in part, on our success and brand recognition and we could lose our competitive advantage if we are not able to protect
our trademarks and patents against infringement, and any related litigation could be time-consuming and costly.
We believe
our brand has gained substantial recognition within multiple markets and will continue to expand. We have registered the “Solar
Tree” trademark with the United States Patent and Trademark Office. Use of our trademarks or similar trademarks by competitors
in geographic areas in which we have not yet operated could adversely affect our ability to use or gain protection for our brand
in those markets, which could weaken our brand and harm our business and competitive position. In addition, any litigation relating
to protecting our trademarks and patents against infringement could be time consuming and costly. There is also the risk that
our technologies and products could be legally challenged as infringing on another party’s proprietary or patent rights,
causing us to incur substantial expense and possible licensing fees.

Our expansion
strategy has inherent risks.
Although management believes that pursuing the Company’s growth strategy is in the
best interests of the Company, such strategy involves substantial expenditures and risks to the Company. There can be no assurance
that any business acquisitions or strategic partnerships will be completed successfully or, if completed, will yield the expected
benefits to the Company, or will not materially and adversely affect the Company’s business, financial condition or results
of operations. The execution of plans to exploit intended expansion opportunities through business acquisitions, joint ventures,
shareholder agreements or otherwise, could result in operating losses and the write down of goodwill, which would increase the
Company’s losses or reduce or eliminate its earnings, if any.

The success
of our business depends on the continuing contributions of Desmond Wheatley and other key personnel who may terminate their employment
with us at any time, and we will need to hire additional qualified personnel.
We rely heavily on the services of Desmond
Wheatley, our chairman and chief executive officer, as well as other management personnel. Loss of the services of any such individuals
would adversely impact our operations. In addition, we believe our technical personnel represent a significant asset and provide
us with a competitive advantage over many of our competitors. Our future success will depend upon our ability to retain these
key employees and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel.
We do not currently maintain any “key man” life insurance with respect to any of such individuals.

If we are
unable to attract, train and retain highly qualified personnel, the quality of our services may decline and we may not successfully
execute our internal growth strategies.
Our success depends in large part upon our ability to continue to attract, train,
motivate and retain highly skilled and experienced employees, including technical personnel. Qualified technical employees periodically
are in great demand and may be unavailable in the time frame required to satisfy our customers’ requirements. While we currently
have available technical expertise sufficient for the requirements of our business, expansion of our business could require us
to employ additional highly skilled technical personnel. We expect competition for such personnel to increase as the market for
our products expand. We cannot assure that we will be able to attract and retain sufficient numbers of highly skilled technical
employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates of
compensation could impair our ability to secure and complete customer engagements and could harm our business.

We are exposed
to risks associated with a potential financial crisis and weaker global economy, which increase the uncertainty of financing and
the risk of non-payment from customers.
The tightening of monetary policy in the U.S., rise of interest rates in the credit
markets, potential turmoil in the financial markets, and a potentially weakened global economy would contribute to slowdowns in
the renewable energy industry, which may worsen if these economic conditions are prolonged or deteriorate further. The market
for the installation of our products depends largely on commercial and government capital spending. Economic uncertainty exacerbates
negative trends in these areas of spending, and may cause our customers to delay, cancel, or refrain from placing orders, which
may reduce our sales. Difficulties in obtaining capital and deteriorating market conditions may also lead to the inability of
some customers to obtain affordable financing, including traditional financing and tax-incentive based financing, resulting in
lower sales to potential customers with liquidity issues, and may lead to an increase of incidents where our customers are unwilling
or unable to pay for systems they purchase, and additional bad debt expense for us. Further, these conditions and uncertainty
about future economic conditions make it challenging for us to obtain equity and debt financing to meet our working capital requirements
to support our business, forecast our operating results, make business decisions, and identify the risks that may affect our business,
financial condition and results of operations. If we are unable to timely and appropriately adapt to changes resulting from the
difficult macroeconomic environment, our business, financial condition and results of operations may be materially and adversely
affected.

We are exposed
to various possible claims and hazards relating to our business, and our insurance may not fully protect us.
Although
we maintain modest theft, casualty, liability, and property insurance coverage, along with workmen’s compensation and related
insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business.
In particular, we may incur liability if one or more of our other products are deemed to have caused a personal injury. Should
uninsured losses occur, they would have a material adverse effect on our operating results, financial condition, and business
performance.

We may face
litigation in the future.
As a manufacturer and
seller of goods, we are exposed to the risk of litigation for a variety of reasons in addition to reasons relating to intellectual
property rights, including product liability lawsuits, employee lawsuits, commercial contract disputes, government enforcement
actions, and other legal proceedings. We cannot assure that future litigation in which we may become involved will not have a
material adverse effect on our financial condition, operating results, business performance, and business reputation.

We may incur
liabilities which we are unable to pay.
We have liabilities and may in the future have other liabilities to affiliated
or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business
or profitability experienced by Envision. We cannot assure that we will not incur more debt in the future, that we will have sufficient
funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we
may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary
to conduct our business. Our existing revolving purchase order financing facility has lender review and renewal rights every 300
days. The lender has the right to terminate the facility on each of these reviews, for any reason, or the lender may convert the
outstanding balance of the loan into shares of our common stock. The loss of this facility would have a material adverse effect
on our operating results, financial condition and business performance, if we are not successful with this offering or other fund
raising efforts. The outstanding principal and accrued interest balance on the purchase order revolving financing facility is
$972,909 as of December 31, 2018, and the total principal and accrued interest balance for all debt outstanding for borrowed funds
is 3,917,751as of that date. We entered into an amendment with the lender of our purchase order financing facility to extend the
maturity date of that loan to December 31, 2019. We also recently extended the maturity date of the convertible notes payable
to Pegasus and John Evey to December 31, 2019 and July 1, 2019, respectively. Pegasus is our former landlord and John Evey is
a former director of the Company. Effective December 1, 2018, we entered into an extension agreement with SFE VCF, LLC pursuant
to which the maturity date of the term loan was extended until the earlier to occur of (i) June 30, 2019, or (ii) the successful
closing of this offering. The Company and the lender had a forbearance understanding while they completed the extension agreement
for the term loan. The Company is currently working on a refinance of the term loan from new lenders. On August 27, 2018, we obtained
a bridge loan for $750,000 from an unaffiliated lender having a maturity date of February 28, 2019. The bridge loan bears simple
interest at the rate of 10% per annum, and principal is repayable at 105% if prepaid on or before November 28, 2018, at 115% of
such amount if paid on or before the maturity date of the Note, and if the original principal amount is paid after the maturity
date, the outstanding balance of the note is increased to 110% of such balance. Effective February 28, 2019, the bridge lender
made a forbearance agreement with us which is currently in place while we discuss an extension of this loan’s maturity date,
or the loan is sooner repaid. There is no assurance that the Company will be successful in closing the refinancing of the $1,500,000
term loan, or that we will be able to repay or refinance any of our other loans when due. We may default on them or other liabilities.
We cannot ensure that we will be able to pay our liabilities, that we will successfully extend their maturity dates, if necessary,
or that we will not experience a default on our indebtedness.

The costs
incurred by us to develop and manufacture our products may be higher than anticipated which could hurt our ability to earn a profit.
We may incur substantial cost overruns in the development, manufacture, and distribution of products. Unanticipated costs
may force us to obtain additional capital or financing from other sources and would hinder our ability to earn a profit. If we
incur cost overruns, there is no assurance that we could obtain the financing or capital to cover them. If a greater investment
in the business is required because of cost overruns, the probability of earning a profit or a return of the shareholders’
investment in Envision is diminished.

Our failure
to meet our financial obligations could subject our business to liens.
If we fail to pay for materials and services for
our business on a timely basis, our assets could be subject to materialmen’s and workmen’s liens. We may also be subject
to bank liens in the event that we default on loans from banks, if any.

There is
no assurance that our letters of intent and teaming agreements with third parties will result in definitive transactions
.
We have in the past and may in the future enter into letters of intent and teaming agreements with other strategic customers or
partners. We cannot assure that we will enter into definitive sales agreements, make any sales, conduct any business, or earn
any revenue or profits under such letters of intent or teaming agreements with third parties.

The equipment
comprising our products currently charge at rates that are comparable to the average charging speed of competitors, but that may
change in the future.
Our standard EV ARC™ as a stand-alone does not provide a DC Fast Charge, rather, it charges
EVs at a Level II pace which is consistent with the majority of installed EV chargers in the U.S. To date, we have found that
since most EV trips are relatively short and local, the standard EV ARC™ has satisfied consumer demand. Our EV ARC™
HP DC Fast Charging Electric Vehicle Autonomous Renewable Charger can provide a DC Fast Charge, so we believe we can compete in
that market. Nevertheless, the demand for faster EV charging may increase in the future, requiring us to adjust our marketing
and sales strategies. There is no assurance that our equipment will remain competitive in the market in the future, causing possible
customer complaints and claims, and the loss of sales in the future.

Our Company
depends on key suppliers and outside contractors
. The Company depends on key suppliers and outside contractors, such
as our solar panel suppliers who manufacture them in Mexico and the Philippines (these suppliers moved their manufacturing locations
to their factories in Mexico and the Philippines from their original factory locations in California and Malaysia), whose
failure to perform could hinder our ability to operate profitably and have a material adverse impact on our operating results,
financial condition, and business performance. We source important components from a variety of suppliers in the United States,
Germany and Mexico. We license certain computer software from third parties, including our proprietary EnvisionTrak™ solar
panel tracking system. We do not own that software. While we believe that we can secure substitute suppliers for our components,
it could be expensive and time consuming to replace any of them if we had to do so, especially for important computer software.

We have experienced
technological changes in our industry. New technologies may prove inappropriate and result in liability to us or may not gain
market acceptance by our customers.
The industries in which we operate are subject to constant technological change. Our
future success will depend on our ability to appropriately respond to changing technologies and changes in function of products
and quality. If we adopt products and technologies that are not attractive to consumers, we may not be successful in capturing
or retaining a significant share of our market. In addition, some new technologies are relatively untested and unperfected and
may not perform as expected or as desired, in which event our adoption of such products or technologies may cause us to lose money.

Existing
regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the purchase and use
of our products, which may significantly reduce demand for our products.
Installation of a small number of our products
is subject to oversight and regulation in accordance with national and local ordinances, building codes, zoning, environmental
protection regulation, utility interconnection requirements for metering and other rules and regulations. In particular, our new
EV Standard™ product, designed to provide curbside EV charging through existing or newly installed street lampposts owned
by municipalities and utilities, will require close cooperation with, and supervision by, local government agencies. We attempt
to keep up-to-date about these requirements on a national, state, and local level, and must design systems to comply with varying
standards. Certain cities may have ordinances that increase the cost of installation of our products. In addition, new government
regulations or utility policies pertaining to power systems are unpredictable and may result in significant additional expenses
or delays in the installation of our grid-connected products and, as a result, could cause a significant reduction in demand,
especially for our EV Standard™ product.

Our media
branding and advertising strategy may not result in a profitable operation of that segment of our business.
We are able
to equip our EV ARC™ and Solar Tree® platforms with digital advertising screens with content that can be controlled
directly and in some cases remotely. We may also sell other forms of media across our product platforms, such as naming rights
or sponsorship deals, as well as traditional fixed media. There is no assurance that the revenue model crafted for this capability
will be successful or profitable or will not result in operating losses or rejection by government regulators or consumers. Sponsors
and advertisers for the service may not materialize or be willing to pay the rates sought by us or our customers.

Our business
is impacted by the availability to our customers of rebates, tax credits and other financial incentives, the reduction, elimination
or uncertainty of which would reduce the demand for our products.
Many states offer substantial incentives to offset the
cost of solar power systems, battery storage systems and EV charging infrastructure. These incentives can take many forms, including
direct rebates, state tax credits, system performance payments and Renewable Energy Credits (RECs). Moreover, the federal government
currently offers a 30% tax credit for the installation of solar power systems and associated energy storage systems. Effective
in 2009 and currently, the federal tax credit is 30% for commercial and residential installations. Businesses may also elect to
accelerate the depreciation on their systems in the first year of ownership. Uncertainty about the introduction of, reduction
in, or elimination of such incentives, or delays or interruptions in the implementation of favorable federal or state laws could
substantially increase the cost of our systems to some of our customers, resulting in significant reductions in demand for our
products from non-governmental customers, which would negatively impact our sales.

Our business
strategy may depend on the widespread adoption of solar power and EV charging technology.
The market for solar power products
is emerging and rapidly evolving, and its future success is uncertain. If solar power technology proves unsuitable for widespread
commercial deployment or if demand for solar power products fails to develop sufficiently, we could be unable to generate enough
revenues to achieve and sustain profitability and positive cash flow. The factors influencing the widespread adoption of solar
power technology include but are not limited to:

· cost-effectiveness
    and efficiency of solar power technologies as compared with conventional and non-solar alternative energy technologies;

· puissance
    and reliability of solar power products as compared with conventional and non-solar alternative energy products;

· ingadozások
    in economic and market conditions which impact the viability of conventional and non-solar alternative energy sources, such
    as increases or decreases in the prices of oil and other fossil fuels;

· folyamatos
deregulation of the electric power industry and broader energy industry; et

· disponibilité
    of governmental subsidies and incentives.

Compliance
with new and existing environmental laws and rules is required.
Compliance with new and existing environmental laws and
rules could significantly increase construction and start-up costs for our customers, deterring customers from purchasing a small
sub set of our products and services. To install Envision’s Solar Tree® products, our customers may be required to obtain
and comply with a number of permitting requirements. As a condition of granting necessary permits, regulators could make demands
that increase our customers’ expected costs of construction and operations, in which case they may delay or cancel delivery
of certain sub-sets of our products. Environmental issues, such as contamination and compliance with applicable environmental
standards could arise at any time during the construction and operation of a customer’s project. If this occurs, it could
require a customer to spend additional resources to remedy the issues and may delay or prevent construction or operation of the
project. This is why we have focused on the development of autonomous infrastructure products which do not require construction
for their deployment.

The success
of our sales is dependent upon a continued need for renewable energy.
The topic of alternative fuels has retained a significant
status in the consciousness of the American people, but interest in developing and utilizing alternative fuels could wane unexpectedly
at any time. If such interest were lost or if the demand for alternative fuels were to decrease substantially, the Company could
encounter problems generating sufficient revenue to achieve or sustain profitability or meet its working capital requirements.

The success
of our product offering may in some instances require the availability of locations provided by municipalities or private owners
of real estate.
Our ability to sell branding opportunities or licenses could be highly dependent on the availability of
real estate to locate our product, or municipal approval for visible branding. We cannot assure that these rights will be available
to us in the future, or will be available on terms acceptable to us. The lack of availability of these rights could have a material
adverse effect on our results of operations and financial condition in our media business unit. We may operate part of our business
in which leasing or licensing agreements with venues or municipalities are necessary, so the long-term success of this aspect
of our business could depend upon our ability to initiate such agreements and to renew these agreements upon their termination.
We cannot assure that we will be able to renew these agreements on acceptable terms or at all, or that we will be able to obtain
attractive agreements with substitute venues.

Risks Relating to our Organization and our Common Stock

The Company
was formerly a shell company in 2010 that did not have operations, but has consistently been operating and in compliance with
its SEC reporting requirements since the first quarter of 2010.
Because we merged with a non-operating shell company in
2010, our stock that is not registered with the SEC (i.e. not the securities covered in this prospectus) may become subject to
certain additional restrictions if we fail in the future to stay current in our reporting requirements with the SEC. As of December
31, 2018, we are current with all of our SEC reporting requirements. In the event our common stock becomes restricted due
to noncompliance, the market for our common stock will be adversely affected and the market price for our common stock could decline
significantly.

If we fail to
establish and maintain an effective system of internal control, we may not be able to report our financial results accurately
or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and
adversely impact the trading price of our common stock.
Management recognizes that we lack certain personnel, physical
infrastructure, IT systems, such as a sophisticated accounting system, and documented processes to ensure that we report our financial
results accurately and prevent any opportunity for fraud. As part of our efforts to comply with Section 404 of the Sarbanes-Oxley
Act, we regularly discuss and evaluate our systems and procedures so that we can identify areas of weakness and possible remedies
for those weaknesses. While we firmly believe that the limited resources we have committed to this area has been appropriate
during our early stages of growth, and that we have, in fact, reported our financial results accurately without instances of fraud,
we recognize that we will need to invest in improved infrastructure and processes to fully achieve the industry standards which
have developed under Section 404. We will need to hire additional personnel for accounting, internal controls and other finance
responsibilities in order to develop and implement appropriate internal controls and reporting procedures, especially as we grow.
We will also have to upgrade our accounting and inventory systems and possibly elements of our IT infrastructure. We recognize
that effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide
reliable financial reports or prevent fraud, we will not be able to manage our business as effectively as we would if an effective
control environment existed, and our business and reputation with investors may be harmed. In addition, if we are unable to comply
with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant
certifications required by such act, which may preclude us from keeping our filings with the SEC current and may adversely affect
any market for, and the liquidity of, our common stock. As of December 31, 2018 and during prior periods, as disclosed in
our quarterly and annual reports, we do not have an effective system of internal controls which we believe to be adequate to fully
comply with the commonly accepted best practices required by Section 404 of the Sarbanes Oxley Act, however, we are aware of the
material weaknesses which exist and we are planning to remedy them as soon as we have the financial resources to do so. We intend
to invest a portion of the funds raised from this public offering towards those efforts.

Public company
compliance may make it more difficult for us to attract and retain officers and directors.
The Sarbanes-Oxley Act and
new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. Mint
a public company, we expect these rules and regulations to contribute to our compliance costs and to make certain activities more
time consuming and costly. As a public company, we also expect that these rules and regulations may make it difficult and expensive
for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage
or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for us to attract
and retain qualified persons to serve on our board of directors or as executive officers.

Our shares
of common stock are thinly traded, the price may not reflect our value and there is no assurance that there will be an active
market for our shares of common stock either now or in the future.
Our shares of common stock are thinly traded, and the
price, if traded, may not reflect our value. There can be no assurance that there will be an active market for our shares of common
stock either now or in the future. The market liquidity will be dependent on the perception of our operating business and any
steps that our management might take to increase awareness of our Company with investors. We cannot assure that there will be
any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that
reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may
be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities.
Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage
commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions
will not permit the use of such shares of common stock as collateral for loans.

Our stock
price may be volatile.
The public market trading price of our common stock is likely to be highly volatile, may decline,
and could fluctuate widely in response to various factors, many of which are beyond our control, including the following:

· változtatások
    in our industry;

· kompetitív
    pricing pressures;

· quel
    ability to obtain working capital financing;

· kiegészítések
    or departures of key personnel;

· korlátozott
    “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive
    or negative pricing pressure on the market price for our common stock;

· értékesítés
    of our common stock privately or in the public market, by us or by other shareholders;

· quel
    ability to execute our business plan;

· üzemeltetési
    results that fall below expectations;

· perte
    of any strategic relationship;

· kedvezőtlen
    regulatory developments;

· kedvezőtlen
    economic and other external factors;

· plus
    dilution of ownership because of the issuance of new securities by us, and period-to-period fluctuations in our financial
    condition or operating results.

In addition, the
securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our
common stock.

The one-for-50
reverse stock split could cause our stock price to decline relative to its value before the split.
We plan to effect a
one-for-50 reverse stock split of our authorized, issued and outstanding common stock immediately following the effectiveness
but prior to the closing of this offering in order to achieve a sufficient increase in our stock price to enable us to
qualify for listing on the NASDAQ Capital Market (the “NASDAQ”). There is no assurance that that the reverse split
will not cause an actual decline in the value of our outstanding common stock.

We may not
pay dividends in the future. Any return on investment may be limited to the value of our common stock.
We do not anticipate
paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial
condition, and other business and economic factors affecting us at such time as our board of directors may consider relevant.
Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and contributing
to the growth of the Company. Prospective investors seeking or needing dividend income or liquidity should therefore not purchase
the Shares. If we do not pay dividends, our common stock may be less valuable because a return on investment will only occur if
our stock price appreciates.

Offers or
availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory
holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, the market price of our common
stock could decline because of or in anticipation of the selling pressure. The existence of anticipated sales, whether or not
sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale
of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

We will indemnify
and hold harmless our officers and directors to the maximum extent permitted by Nevada law.
Our Bylaws provide that we
will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent
permitted by Nevada law. If we were called upon to perform under our indemnification agreement, then the portion of our assets
expended for such purpose would reduce the amount otherwise available for our business.

Our Articles
and Bylaws may be amended by the affirmative vote of a majority of our shareholders.
Under the Nevada General Corporations
Law, a corporation’s articles of incorporation may be amended by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote, and a majority of the outstanding shares of each class entitled to vote as a class, unless
the articles require the vote of a larger percentage of shares. Our Articles of Incorporation, as amended, do not require the
vote of a larger percentage of shares. As permitted under the Nevada General Corporations Law, our Bylaws give our board of directors
the power to adopt, amend, or repeal our Bylaws. Our shareholders entitled to vote have concurrent power to adopt, amend, or repeal
our Bylaws.

We have applied
for listing of our common stock on the NASDAQ Capital Market in connection with this offering.
We expect that our common stock will be eligible to be quoted on the NASDAQ Capital Market. For our common stock to be so listed,
we must meet the current NASDAQ Capital Market listing requirements. If we fail to comply with those continuing listing standards,
our securities could be delisted. If we were unable to meet these requirements, including but not limited to requirements to obtain
shareholder approval of a transaction other than a public offering involving the sale or issuance equal to 20% or more of our
common stock, our common stock could be delisted from the NASDAQ Capital Market. If our common stock were to be delisted from
the NASDAQ Capital Market, our common stock could continue to trade on the over-the-counter bulletin board or OTC-QB Market following
any delisting from the NASDAQ Capital Market, or on the OTC Pink Sheets. Any such delisting of our common stock could have an
adverse effect on the market price of, and the efficiency of the trading market for, our common stock, not only in terms of the
number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and less
coverage of us by securities analysts, if any. Also, as we are seeking additional equity capital, it could have an adverse
effect on our ability to raise capital in the public or private equity markets.

Risks Relating to this Offering

Investors
in this offering will experience immediate and substantial dilution in net tangible book value.
la
public offering price will be substantially higher than the net tangible book value per share of our outstanding shares of common
stock. As a result, investors in this offering will incur immediate dilution of $7.61 per share, based on the assumed public
offering price of $9.00 per Unit. Investors in this offering will pay a price per share that substantially exceeds the book value
of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of
your investment will be diluted upon the completion of this offering.

Our stock
price could fall and, for that reason, we could be delisted from the NASDAQ Capital Market.
The NASDAQ Capital Market
requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed. If a listed
stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from the NASDAQ Capital
Market.

Broker-dealers
may be discouraged from effecting transactions in shares of our common stock if we are considered to be a penny stock and thus
subject to the penny stock rules.
The Securities and Exchange Commission (the “SEC”) has adopted a number
of rules to regulate “penny stocks” that restricts transactions involving stock which is deemed to be penny stock.
Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). These rules may have the effect of reducing the liquidity of penny stocks.
“Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered
on certain national securities exchanges or quoted on The NASDAQ Capital Market if current price and volume information with respect
to transactions in such securities is provided by the exchange or system). Our securities have in the past constituted, and may
again in the future constitute, “penny stock” within the meaning of the rules. The additional sales practice and disclosure
requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of our
common stock, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.

A U.S. broker-dealer
selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual
with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must
make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction
prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations
require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule
prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction
is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered
representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements
disclosing recent price information with respect to the “penny stock” held in a customer’s account and information
with respect to the limited market in “penny stocks”.

Stockholders should
be aware that, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading
press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections
by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; et
(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired
level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock
market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being
established with respect to our securities.

Warrants
are speculative in nature.
The warrants offered
in this offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive
dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of
time. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common
stock and pay an exercise price of 105% of the public offering price of the units in this offering, prior to five years from
the date of issuance, after which date any unexercised warrants will expire and have no further value. Moreover, following this
offering, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will
equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal
or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants
to exercise the warrants.

Substantial
future sales of shares of our common stock in the public market could cause our stock price to fall.
Shares of our common
stock that we have issued directly or that have been issued upon exercise of warrants or upon the conversion of convertible securities
are or may be covered by registration statements which permit the public sale of stock. Other holders of shares of common
stock that we have issued, including shares issuable upon exchange or conversion of our common stock, may be entitled to dispose
of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption
from registration under the Securities Act. The lock-up agreements, which our officers, directors, and principal shareholders
entered into with the Underwriter, expire 180 days after the closing of this offering. Upon the expiration of those lock-up agreements,
the outstanding shares of common stock covered by them become eligible for resale in the open market (subject to Rule 144 volume
limitations applicable to executive officers, directors and 10% or more shareholders), resulting in more shares eligible for sale
and potentially causing selling in the market to increase and our stock price to decline. Additional sales of a substantial number
of our shares of our common stock in the public market, or the perception that sales could occur, could have a material adverse
effect on the price of our common stock. Our securities are quoted on the OTC-QB and there is not now, nor has there been, a significant
market for shares of our common stock. An active trading market for our shares may never develop or be sustained. Any substantial
amounts of our common stock that become available for resale under Rule 144 once a market has developed for our common stock,
or if our common stock becomes listed on the NASDAQ Capital Market and registered for issuance or resale under the Securities
Act, may have an adverse effect on the market price of our securities.

Sales of a substantial
number of shares of our common stock in the public market following this offering could cause the market price of our common stock
to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price
of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and
sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradable without restriction
or further registration under the Securities Act.

If we issue
additional shares of our stock or other equity securities, existing shareholders will experience dilution in their ownership of
Envision.
After the effectiveness of our planned one-for-50 reverse stock split of our authorized, issued and outstanding
common stock, we will be authorized to issue up to 9,800,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.001 per share, having such rights, preferences and privileges as are determined by our
board of directors in their discretion after amending the Articles of Incorporation for the reverse stock split. We have the
right to raise additional capital or incur borrowings from third parties to finance our business. The board of directors has the
authority, without the consent of any of the shareholders, to cause us to issue more shares of our common stock and preferred
stock. Consequently, our shareholders may experience more dilution in their ownership of Envision in the future. We may also issue
net profits interests in specified assets of Envision or incur off balance sheet obligations. The issuance of additional shares
of capital stock or net profits interests by us would dilute our shareholders’ ownership in Envision.

There can
be no assurance that we will be able to comply with other continued listing standards of The NASDAQ Capital Market
. Ban ben
addition to the minimum bid price requirement for continuing compliance with Nasdaq listing rules, we cannot assure you that we
will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock
and/or warrants on The NASDAQ Capital Market. For example, we may lose an independent director on our Audit Committee after it
is formed, who cannot readily be replaced. Our failure to meet these requirements may result in our common stock and/or warrants
sold in this offering being delisted from The NASDAQ Capital Market, irrespective of our compliance with the minimum bid price
requirement.

Risks Associated with Our Reverse Stock Split

Following
our planned one for 50 reverse stock split, we cannot assure you that we will be able to continue to comply with the minimum bid
price requirement of The NASDAQ Capital Market
. There can be no assurance that the market price of our common stock following
the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon
for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market
price of our common stock declines following the effectuation of the reverse stock split, the percentage decline may be greater
than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our
common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common
stock and jeopardize our ability to meet or maintain The NASDAQ Capital Market’s minimum bid price requirement.

The reverse
stock split may decrease the liquidity of the shares of our common stock
. The liquidity of the shares of our common stock
may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the
reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split.
In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our common
stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater
difficulty effecting such sales.

Following
the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional
investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common
stock may not improve
. Although we believe that a higher market price of our common stock may help generate greater or
broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract
new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock
will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily
improve.

HASZNÁLAT
OF PROCEEDS

We estimate that
our net proceeds from the sale of 1,111,111 units in this offering will be approximately $8,700,000, after deducting
the estimated underwriting discounts and estimated offering expenses payable by us. If the underwriters’ over-allotment
option is exercised in full, we estimate that our net proceeds will be approximately $10,080,000.

The principal purposes
of this offering are to provide funding to expand our business both domestically and internationally through an increase in our
sales and marketing campaigns, to grow our sales team, to enhance our product development and manufacturing capabilities and efficiencies,
repayment in full of the outstanding principal and interest on the $1,500,000 term loan and $750,000 bridge loan, plus an aggregate
of approximately $319,000 on the outstanding balance of two convertible notes.

The amounts and
timing of our actual expenditures will depend upon numerous factors, including the growth of our sales and marketing activities,
the status of our research and development efforts, the amount of proceeds actually raised in this offering and the amount of
cash generated by our operations. We, therefore, cannot predict the relative allocation of net proceeds that we receive in this
offering and may allocate it differently than indicated on the above table. As a result, management will have broad discretion
over the deployment of the net proceeds from this offering.

DETERMINATION
OF OFFERING PRICE

The offering price
has been negotiated between the representatives of the Underwriter and us. In determining the offering of the common stock, the
following factors were considered:

· prevailing
    market conditions;

· quel
    historical performance and capital structure;

· becsléseket
    of our business potential and earnings prospects;

· un
overall assessment of our management; et

· la
    consideration of these factors in relation to market valuation of companies in related businesses.

Our common stock is
quoted on the OTC-QB under the symbol “EVSI.” We have applied to The NASDAQ Capital Market to list our common stock
under the symbol “EVSI”, and the warrants in this offering under the symbol “EVSIW”. The following table
sets forth, for the periods indicated, the high and low closing sales prices per share of our common stock as reported by the
OTC-QB. The prices below reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual
transactions.

High Alacsony
2015
First Quarter $ 6.50 $ 5.50
Second Quarter $ 6.50 $ 5.50
Third Quarter $ 10.00 $ 5.00
Fourth Quarter $ 8.00 $ 5.50
2016
First Quarter $ 9.50 $ 5.50
Second Quarter $ 9h00 $ 7.00
Third Quarter $ 9h00 $ 7.00
Fourth Quarter $ 9h00 $ 7.00
2017
First Quarter $ 8.00 $ 6.50
Second Quarter $ 8.00 $ 4.50
Third Quarter $ 8.00 $ 5.00
Fourth Quarter $ 10.00 $ 7.00
2018
First Quarter $ 21.00 $ 7.50
Second Quarter $ 17h50 $ 12.00
Third Quarter $ 11.00 $ 9.50
Fourth Quarter $ 12.00 $ 8.00
2019
First Quarter $ 11.00 $ 9h00
Second Quarter $ 7.50 * $ 9.50 *

*Through
                                                                                       April 3, 2019


DIVIDEND POLICY

We do not intend
to pay cash dividends on our common stock in the foreseeable future. We expect to retain future earnings, if any, for reinvestment
in our business. We will not be permitted to pay dividends on our common stock unless all dividends on any preferred stock that
may be issued have been paid in full. We currently do not have any plans to issue preferred stock. Moreover, any credit agreements
which we may enter into may restrict our ability to pay dividends. The payment of dividends in the future will be subject to the
discretion of our board of directors and will depend, among other things, on our financial condition, results of operations, cash
requirements, future prospects and any other factors our board of directors deems relevant.

CAPITALIZATION

The following table
sets forth (i) our historical capitalization as of December 31, 2018 and (ii) our adjusted capitalization on a pro forma basis
assuming the offering was effective on December 31, 2018. The table below should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, and our historical consolidated financial statements
and the notes thereto included elsewhere in this prospectus.

At December 31, 2018
As Reported Pro Forma
(Unaudited)
Long Term Debt $ 286,528 $ 186,528
Stockholders’ Equity (Deficit):
Preferred stock; $0.001 par value; 10,000,000 shares
    authorized (1); 0 shares issued and outstanding as reported, 0 pro forma
0 0
Common stock, $0.001 par value; 490,000,000 shares authorized
    (1), 9,800,000 authorized reflecting planned reverse stock split; 145,331,495 shares issued and outstanding as reported,
    2,906,630 reflecting planned reverse stock split(2), 4,017,741 pro forma (2)
145,331 4,018
Additional paid in capital 39,249,649 48,090,962 (3)
Accumulated (deficit) (41,875,659 ) (42,396,355 )
Total stockholders’ equity (deficit) $ (2,480,679 ) $ 5,698,625
Total long-term debt and stockholders’ equity (deficit) $ ( 2,194,151 ) $ 5,885,153

_________________________

(1) Does not reflect planned one-for-50 reverse stock
                                         split.
(2) Reflects planned one-for-50 reverse stock split.
(3) Assumes deduction of $1,300,000 for the approximate estimated costs of selling and distributing
                           the units, including without limitation selling commissions.

DILUTION

If you invest in
our common stock in this offering, you will experience dilution to the extent of the difference between the initial public offering
price per share and the pro forma, as adjusted, net tangible book value per share of common stock after this offering.

The share and per
share figures in this section are adjusted to reflect our planned one-for-50 reverse stock split. Comme ça décembre
31, 2018, we had a negative net tangible book value of ($2,612,304), or ($0.90) per share. The net tangible book value per share
of common stock is determined by subtracting total liabilities from the total book value of the tangible assets and dividing the
difference by the number of shares of common stock deemed to be outstanding on the date the book value is determined. The pro
forma net tangible book value per share of common stock is determined by subtracting total pro forma liabilities from the total
pro forma tangible assets and dividing the difference by the pro forma number of shares of our common stock deemed to be outstanding
on the date the tangible book value is determined. After giving effect to the sale of 1,111,111 shares of units offered by us
in this offering at an assumed offering price of $9.00 per unit and the application of the estimated net proceeds from this offering,
our pro forma as adjusted net tangible book value as of December 31, 2018 would have been $5,567,000 or $1.39 per share. cette
represents an immediate increase in pro forma net tangible book value to existing stockholders of $2.29 per share and an immediate
dilution to new investors of $7.61 per share. The following table illustrates this per share dilution to new investors purchasing
our common stock in this offering.

Assumed offering price per share $ 9h00
Net tangible book value per share as of December 31, 2018 (0.90 )
Increase per share attributable to new investors 2.29
Pro forma, as adjusted, net tangible book value per share after the offering 1.39
Dilution per share to new investors $ 7.61

If the underwriters
exercise in full their option to purchase additional shares of our common stock in this offering, the pro forma net tangible book
value per share after the offering would be $1.66 per share, the increase in pro forma net tangible book value per share to existing
stockholders would be $2.56 per share and the dilution to new investors purchasing shares in this offering would be $7.34 per
share.

The following table
sets forth on an unaudited pro forma as adjusted basis, as of December 31, 2018, the difference between the total consideration
paid and the average price per share paid by existing stockholders and by the new investors purchasing shares in this offering,
before deducting underwriting discounts and estimated offering expenses payable by us:

Shares Purchased Total Consideration Average Price Per
Number Percent somme Percent Share
(in thousands)
Existing stockholders (1) 2,906,630 72% $ 39,395 80% $ 13.55
New investors 1,111,111 28% $ 10,000 20% $ 9h00
Totals 4,017,741 100% $ 49,395 100% $ 12.29

_________________________________

(1) Reflects the planned
                                         one-for-50 reverse stock split.

The foregoing discussion
and tables assume no exercise of any stock options or warrants and no issuance of shares reserved for future issuance under our
equity plans. It also does not reflect the potential sale of up to 166,666 additional shares of our common stock currently
reserved as over allotment shares which may be purchased in this offering at the discretion of the underwriters. As of December
31, 2018, there were stock options outstanding to purchase 296,411 shares of our common stock at a weighted average exercise price
of $11.50 per share and warrants outstanding to purchase 134,359 shares of our common stock at a weighted average exercise price
of $8.50 per share, adjusted to reflect the planned one-for-50 reverse stock split. To the extent that any of these options or
warrants are exercised, your investment will be further diluted. In addition, we may grant more options or warrants in the future,
which will cause further dilution to your investment.

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains
forward-looking statements that are based on current expectations, estimates, forecasts, and projections about us, 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,” “believe,” “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 within
the meaning of Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934,
as amended (Exchange Act).

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) illékonyság
    or decline of the Company’s stock price, or absence of stock price appreciation;
(b) lehetséges
    fluctuation in quarterly results;
(c) hiba
    of the Company to earn revenues or profits;
(d) nem megfelelő
    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) hiba
    to commercialize the Company’s technology or to make sales;
(g) csökkentés
    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) rapide
    and significant changes in markets;
(i) képtelenség
    of the Company to pay its liabilities, including without limitation its loans from lenders;
(j) pereskedés
    with or legal claims and allegations by outside parties;
(k) elégtelen
    revenues to cover operating costs, resulting in persistent losses;
(l) lehetséges
    dilution of the ownership of existing shareholders in the Company due to the issuance of new securities by the Company in
the future; et
(m) Rapid
    and significant changes to costs of raw materials from government tariffs or other market factors.

There is no assurance
that the Company will be profitable. The Company may not be able to successfully develop, manage, or market its products and services.
The Company may not be able to attract or retain qualified executives and other personnel. Intense competition may suppress the
prices that the Company can charge for its products and services, hindering profitability or causing losses. The Company may not
be able to obtain customers for its products or services. Government regulation may hinder the Company’s business. További
dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the
exercise of outstanding warrants and stock options. The Company is exposed to other risks inherent in its business.

Because the statements
are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking
statements. The Company cautions you not to place undue reliance on the statements, which speak only as of the date of this Prospectus.
The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written
or oral forward-looking statements that the Company or persons acting on its behalf may issue. The Company does not undertake
any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date of this Prospectus, or to reflect the occurrence of unanticipated
eseményeket.

OVERVIEW:

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

· electric vehicle
    charging infrastructure;
· out of home advertising
platforms; et
· 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.

We currently produce
four categories of products: the EV ARC™ (Electric Vehicle Autonomous Renewable Charger) the Solar Tree®, the EV-Standard™
product and the UAV ARC™ drone charging product. We have patent applications pending and issued patents directed to these
product categories. The product categories include products in late stage product development and engineering. 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. The UAV ARC™ is a permanent solution in a transportable format
and will be used to charge drone (UAV) fleets. Envision’s EV charging solutions for electric vehicles and aerial drones
can, or in the case of drone charging 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. See “Products and Technologies” in the business
section for more details on these products and technologies.

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 (“EVSE”) 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.

We believe our chief
differentiators are:

· our ability to invent,
    design, engineer, and manufacture solar powered 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; et
· our ability to create
    new and patentable inventions which are marketable and 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
earned revenue primarily from the sale of EV ARCs™ to large private companies, such as Google, Genentech, and Johnson &
Johnson, and government agencies such as the City of New York and the State of California. Our contract with the State of California
was recently renewed for two more years, with two more one-year options (i.e. a total potential of four years). The scope of the
contract was expanded to include more of our products and to have a State estimated value of over $20 million. On September
10, 2018, the Company received a new $3,300,000 order from the City of New York for 50 EV ARC™ units for delivery in the
fourth quarter of 2018 and the first half of 2019. The Company’s total contracted backlog as of December 31, 2018 is approximately
$4.4M. We have yet to launch our outdoor media advertising service other than signing our agreement with Outfront Media in
November 2017, and developing our revenue model in discussions with it. Revenue from this business is expected 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. Our energy security
business is connected with the deployment of our EV chargers and serves as an additional benefit to the value proposition of our
charging products. 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.

We currently do not
plan to charge separately for the energy storage capability, which is generally standard on all of our products. For an additional
fee, we offer extra storage batteries on particular charging stations.

Our current list of
products includes:

premier EV ARC™ Electric
    Vehicle Autonomous Renewable Charger (patented).
deuxième Transformer EV ARC™
    Stowable Electric Vehicle Autonomous Renewable Charger (patented).
troisième EV ARC™ HP
    DC Fast Charging Electric Vehicle Autonomous Renewable Charger.
4 EV ARC™ Media
    Electric Vehicle Autonomous Renewable Charger with advertising screen and or branding/messaging.
5 EV ARC™ Autonomous
    Renewable Motorcycle Charger.
6 EV ARC™ Autonomous
    Renewable Bicycle Charger.
7 ARC Mobility™
    Transportation System.
8 The 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 electric vehicles (patented).

The EV Standard™
and UAV ARC™ are currently in the development and patenting phase of their product evolution.

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

premier EnvisionTrak™
    sun tracking technology (patented),
deuxième Data capture and
    management (IoT),
troisième 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.

The share and per
share figures in the rest of this Management’s Discussion and Analysis of Financial Condition and Results of operations
are not yet adjusted to reflect our planned one-for-50 reverse split of our authorized, issued and outstanding shares of common
stock.

Critical Accounting Policies

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

Use of Estimates.
The preparation of consolidated 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 consolidated 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 consolidated financial statements include the allowance for doubtful accounts receivable,
valuation of inventory and standard cost allocations, depreciable lives of property and equipment, estimates of loss contingencies,
valuation of beneficial conversion features in convertible debt, 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.

Inventory. Leltár
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.

Accounting for
Derivatives
. The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those
contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815,
“Derivatives and Hedging.”  The result of this accounting treatment is that the fair value of the derivative
is marked-to-market each balance sheet date and recorded as a liability.  In the event that the fair value is recorded as
a liability, the change in fair value is recorded in the statement of operations as other income (expense).  Upon conversion
of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records
the shares at fair value, relieves all related notes, derivatives, and debt discounts, and recognizes a net gain or loss on extinguishment. 
Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified
to liabilities at the fair value of the instrument on the reclassification date.

Revenue and
Cost Recognition.
On January 1, 2018, Envision adopted 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. la
customer is typically obligated to make payment for such products within a 30-45 day period after delivery.

Revenues from maintenance
fees 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.

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.

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 to us 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 one year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated,
and will pass on the warranties from its vendors, if any, which generally covers 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 December
31, 2018, the Company has no product warranty accrual given the Company’s de minimis historical financial warranty experience.

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
. Other than the adoption of ASC 606 “Revenues from Contracts with Customers” there were no significant
changes in accounting principles that were adopted during the year ended December 31, 2018.

Results of Operations

Results of Operations for the
Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017

Revenue. parce que
the year ended December 31, 2018, our revenues were $6,162,402 compared to $1,412,042 for the same period in 2017, a 336% increase.
Revenues for the period ended December 31, 2018 were derived primarily from sale and delivery of 90 EVARC™ units. Revenues
in the period ended December 31, 2017 were derived from the sale and delivery of twenty EVARC™ units, seven of which were
ordered via our State of California contract and four of which were ordered via our New York City contract.

Gross Profit.
For the year ended December 31, 2018, we had a gross loss of $192,100 compared to a gross loss of $472,751 for the same period
in 2017, a 59% improvement. The decrease in the gross loss in the year ended December 31, 2018 compared to the year ended December
31, 2017 is related to increased production and delivery volumes. Although we have gross profits on certain sales of our EVARC™
units, more generally in these earlier stages of the production evolution for the EV ARC™ with lower overall production
volumes, we determined that the appropriate selling price point, based on the market, was lower than the actual total direct and
indirect costs of production. For our EV ARC™ product, direct labor and material costs are lower than the selling price
at the individual product level, however, when all of our overhead cost allocations such as rent, indirect labor, and other allocated
general overhead costs are spread across the lower volume of units we produce to date, we have recognized gross losses on sales
rather than gross profits. We continually endeavor to make production improvements in both our products and our processes to reduce
our manufacturing costs while maintaining the high quality for which we strive. As unit sales continue to increase and become
sufficient to overcome overhead costs shared amongst all of our production, and we trend toward reducing our cost base through
improved economies of scale, production process improvements, and component cost reductions, management believes that gross profits
can be realized and maintained. Additionally, during 2018, the Company recorded approximately $72,000 of additional loss contingency
related to the purchase order issued from the City of New York.

Operating Expenses.
Total operating expenses were $2,337,446 for the year ended December 31, 2018 compared to $2,227,645 for the same period in
2017, a 5% increase. During the year ended December 31, 2018 as compared to the year ended December 31, 2017: general labor increased
approximately $50,000 primarily due to some modest pay increases along with an increase in our accrued payroll expenses; értékesítés
costs increased by approximately $115,000 primarily as a result of increased commissions associated with our increased revenues
and due to increased costs of software tools used by our sales team; stock option expense decreased by approximately $110,000
due to the full vesting of past issued grants in 2017; director fees increased approximately $125,000 due to stock awards issued
or earned during 2018; we had an increase in marketing related costs of approximately $30,000 due to increased direct marketing
activities; and experienced a decrease of approximately $90,000 in financial advisory consulting expenses.

Provision for Taxes.
Our tax expense for the year ended December 31, 2017 related to charges for the California Franchise Tax Board based on the
minimum tax due to the state for each year. We did not incur any federal tax liability for the years ended December 31, 2018 or
December 31, 2017 because we incurred operating losses in these periods.

Interest Expense.
Interest expense was $1,089,223 for the year ended December 31, 2018 compared to $474,601 for the same period in 2017, a 130%
increase. Coupon type interest on outstanding debt including the purchase order financing loan and term refinancing loan incurred
in 2017, amounted to approximately $225,000 in 2018 compared to $142,000 in 2017, a 58% increase. Additional interest expense
of $861,782 in 2018 and $271,098 in 2017, a 218% increase, primarily resulted from the amortization of debt discounts associated
with the beneficial conversion features and warrants issued as a part of our debt facilities.

Gain on Debt
Settlement.
For the year ended December 31, 2018, we had no gain on debt settlement compared to a gain on debt settlement
of $25,524 for the same period in 2017. The majority of the gain on debt settlement in 2017 resulted from the favorable discharge
of a note payable settled in the period.

Gain on Debt
Extinguishment:
For the year ended December 31, 2018, we had no gain on debt extinguishment compared to a gain on debt extinguishment
of $107,081 for the same period in 2017. The amounts represent the change in fair value of the embedded conversion option attached
to an original Gemini Master Fund note. This note was settled during 2017 resulting in the gain on debt extinguishment according
to our accounting policy and there was no such liability at December 31, 2017.

Net Loss. Mi
generated net losses of $3,598,780 for the year ended December 31, 2018, compared to a net loss of $3,041,430 for the same period
in 2017, a 18% increase. The major components of these losses, and the changes of such between years, are discussed in the above
paragraphs.

Liquidity and Capital Resources

At December 31,
2018, we had cash of $244,024. We have historically met our cash needs through a combination of proceeds from private placements
of our securities, and from loans. Our cash requirements are generally for operating activities.

Our operating activities
resulted in cash used in operations of $712,456 for the year ended December 31, 2018, compared to cash used in operations of $3,437,312
for the year ended December 31, 2017. The primary driver of the 2018 net cash used in operations included the net loss of $3,598,780
we experienced in the period offset by various net changes in balance sheet items and other non-cash items recorded in such loss.
In 2018, we had non-cash charges consisting of $237,500 of stock issued for director services, $111,572 primarily related to the
granting of stock options in 2018, $861,782 related to the amortization of debt discount and $62,839 of depreciation and amortization
expenses. Notable balance sheet account changes effecting cash used in operations include an increase in accounts receivable of
$1,284,756 related to the sale and delivery of EVARC™ units during the month of December; and increase in prepaid expenses
of $230,669 related to deposits made to acquire materials; a decrease in inventory of $1,241,040 which was a result from the sale
and delivery of approximately 30 EVARC™ units that were built as of December 31, 2017 but not delivered until 2018; csökkenés
in deposits of $51,047 primarily related to our facility lease; an increase in accounts payable amounting to $881,967 primarily
related to materials purchased for product builds; an increase in accrued expenses of $162,246 including increases in accrued
interest and accrued vacation; an increase of $50,000 of deferred salary of our chief executive officer; and increase of $758,271
of deferred revenue from progress payments received from our customer of our first EV ARC™ HP DC Fast Charging Electric
Vehicle Autonomous Renewable Chargers.

Cash used in investing
activities during the year ended December 31, 2018 was $32,282, compared to $26,365 during the same period in 2017. In 2018, $23,740
was used to purchase certain manufacturing equipment. In 2017, the majority of cash was used to purchase certain equipment to
assist in the physical movement of our product through production and to final delivery. Additionally, in 2018 and 2017 respectively,
the Company incurred $59,079 and $2,470 to fund patent costs.

Cash received in
our financing activities was $585,287 for the year ended December 31, 2018, compared to cash received of $3,858,584 during the
same period in 2017. In 2018, a net of $278,000 is attributable to the sale of common stock in private placements while we borrowed
$750,000 on a note payable and made principal payments amounting to $212,685 on other debt instruments. The Company also funded
$195,028 of deferred equity offering costs related to our planned future public offering. In 2017, $2,291,400 was attributable
to the sale of common stock in private placements, less offering costs for such period. Additionally, in 2017, the Company borrowed
$1,650,000 net of repayments of $1,000,000 on various debt instruments and further made principal payments of $60,533 on certain
other debt instruments.

Current assets
increased to $2,921,763 at December 31, 2018 from $2,784,595 at December 31, 2017 while current liabilities increased to $5,681,343
at December 31, 2018 from $3,571,216 at December 31, 2017. As a result, our working capital deficit increased to $2,759,580 at
December 31, 2018 from $786,621 at December 31, 2017.

As of December
31, 2018, the Company had $2,862,940 in short term borrowings net of unamortized debt discounts of $520,696 with an additional
$286,528 in long term borrowings. All of our borrowings incur interest rates between 6.0% and 10% per annum. Payments on the Company’s
borrowings will restrict cash used for operations during 2019. Two of the short term borrowing arrangements, from the same lender,
are secured by substantially all the assets of the Company.

While the Company
has been attempting to grow market awareness and focusing on the generation of sales to bring our product into the marketplace,
the Company has not generally earned an overall gross profit on its sales of products and services.  It has been pricing
its products and services in an attempt to forge durable long-term customer relationships, to gain market share, and to establish
its brand.  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 consistent gross profits on the EV ARC
™ product as we move forward. The Company will continue to rely on capital infusions from the private or public placement
of its securities as well as initiating future debt instruments 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, 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 and raise additional
growth capital to allow the Company to manage its debt burden appropriately and to continue operations. There is no assurance,
however, as to if or when the Company will be able to achieve those investment and operating objectives. The Company does not
have sufficient capital to meet its current cash needs, which include the costs of compliance with the continuing reporting requirements
of the Securities Exchange Act of 1934, as amended. The Company is also in the process of seeking additional capital and long
and short-term debt financing to attempt to overcome its working capital deficiencies. The Company is currently seeking financing,
but there is no assurance that the Company can raise sufficient capital or obtain sufficient financing to enable it to sustain
monthly operations. The Company will attempt to renegotiate the maturity dates of its current debt financings as needed and as
it has done successfully in the past, but there is no assurance that these efforts will be successful. In order to address its
working capital deficit, the Company is also seeking to increase sales of its existing products and services. There may not be
sufficient funds available to the Company to enable it to remain in business and the Company’s needs for additional financing
are likely to persist.

Contractual Obligations

Please refer to
Note 13 in the consolidated financial statements for further information on the Company’s contractual obligations.

Capitalization

On July 2, 2018,
we filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended, to raise equity capital
through the offer and sale of units consisting of shares of our common stock and warrants to purchase additional shares of common
stock. The Company has applied to list its common stock and the warrants included in the units for trading on the NASDAQ Capital
Market upon the closing of this offering, if it closes. This public offering is expected to be made through a firm commitment
underwriting conducted by Maxim Capital Group, Inc., as the sole book-runner and co-manage, and Joseph Gunnar & Co., LLC,
as co-manager, registered members of the Financial Industry Regulatory Authority (“FINRA”). See our filing at www.sec.gov
for a copy of the registration statement.

Going Concern Qualification

As reflected in
the accompanying consolidated financial statements for the year ended December 31, 2018, the Company had a net loss and net cash
used in operating activities of $3,598,780 and $712,456, respectively. Additionally, at December 31, 2018, the Company had a working
capital deficit of $2,759,580, an accumulated deficit of $41,875,659 and a stockholders’ deficit of $2,480,679. It is management’s
opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for a period
of twelve months from the issuance date of this report.

The Company has
incurred significant losses from operations, and such losses are expected to continue although we believe such losses will decline
as we progress. In addition, the Company has limited working capital. In the upcoming months, management's plans include seeking
additional operating and working capital through a combination of financings. There is no guarantee that additional capital or
debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the
Company. Further, the Company continues to seek sales contracts for new product sales that should provide additional revenues
and gross profits. Additionally, Envision intends to refinance our various debt instruments as they become due. All such actions
and funds, if successful, may not be sufficient to cover monthly operating expenses or meet minimum payments with respect to the
Company’s liabilities over the next twelve months.

The Company’s
Independent Registered Public Accounting Firm has included a “Going Concern Qualification” in their report for the
years ended December 31, 2018 and 2017. The consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. Management’s assessment of the going concern risk and the
“Going Concern Qualification” might make it substantially more difficult to raise capital.

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.

Evaluation of Disclosure Controls
and Procedures

Our management
is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission
(the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on
the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and
evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily
was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the
period covered by our 2018 Annual Report, filed on a Form 10-K filed with the SEC on March 20, 2019, we conducted an evaluation,
under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing,
our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2018, the disclosure controls and procedures
of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded,
processed, summarized and reported on a timely basis.

Management’s Report on Internal
Control Over Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We conducted an
evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our internal controls over financial reporting as of December 31, 2018. Based on this assessment, management
believes that, as of December 31, 2018, we did not maintain effective controls over the financial reporting control environment.
Specifically, although not comprehensively, the Board of Directors did not at that time have a director who qualified as an Audit
Committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. On August 22, 2018, the Company appointed a new
independent director who qualifies to be the Chairman of our Audit Committee, eliminating one of our elements of material weakness.
Further, because of the limited size of our administrative support staff, and due to the financial constraints on the Company,
among other reasons, management has not been able to develop or implement controls related to the segregation of duties for purposes
of financial reporting, nor have certain IT controls been developed and implemented.

Because of the
material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting as
of December 31, 2018, based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013.

No Attestation Report by Independent
Registered Accountant

The effectiveness
of our internal control over financial reporting as of December 31, 2018 has not been audited by our independent registered public
accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

Changes in Internal Controls Over Financial
Jelentés

There were no changes
in internal controls over financial reporting that occurred during the period covered by our 2018 Annual Report, filed on a Form
10-K filed with the SEC on March 20, 2019, which have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting. There were no changes in internal controls over financial reporting that occurred
during the year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. The recent appointment of our new independent director who qualifies as an audit committee financial
expert is expected to enable us to progress toward eliminating our material weakness.

Corrective Action

The Company will
look to improve its internal control over financial reporting and its disclosure controls and procedures by adding administrative
support staff and overcoming the financial constraints of the Company to invest in these areas. Management hopes to also make
future investments in the continuing education of our accounting and financial staff. Improvements in our disclosure
controls and procedures and in our internal control over financial reporting will, however, depend on our ability to add additional
resources to provide more internal checks and balances. We are already progressing towards achieving these goals and believe
we will be able to accomplish all of them following the successful completion of this offering, and/or our sales and cash flow
continue to grow, thereby improving our financial condition. We recently increased our board size from three to four members by
adding another independent director who also serves as the Chairman of our Audit Committee. Additionally, we plan to add finance
and accounting staff as we have additional financial resources to do so. Those additional human resources will allow us to
ensure the necessary segregation of duties for purposes of financial reporting, and to introduce and implement certain IT controls
which we believe necessary for sufficient controls to be in place.

BUSINESS

General

Envision is a sustainable
technology innovation company based in San Diego, California. Focusing on what we refer to as “Solar
3.0,” we invent, design, engineer, manufacture and sell solar powered products that enable vital and highly valuable services
in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical
power are so important that grid failures, like blackouts, are intolerable. When competing with utilities or typical solar companies,
we rely on our products’ deployability, reliability, accessibility, and total cost of ownership, rather than simply producing
the cheapest kilowatt hour with the help of subsidies as most competing solar companies do.

Envision’s
solar powered products and proprietary technology solutions target three markets that are experiencing significant growth and
annual global spending in the billions of dollars:

· electric vehicle
    charging infrastructure;
· out of home advertising
platforms; et
· energy security
    and disaster preparedness.

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

We currently produce
two categories of products: the patented EV ARC™ (Electric Vehicle Autonomous Renewable Charger) and the patented Solar
Tree®. We have recently submitted third and fourth product categories, the EV-Standard™ product and the UAV ARC™
drone charging product, for patent approval. They are patent pending and in late stage product development and engineering. 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. The UAV ARC™ is a permanent solution
in a transportable format and will be used to charge drone (UAV) fleets. See the ‘Products and Technologies’ component
of this business section for more details on these products and technologies.

We believe that
there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our EV ARC™ and
Solar Tree™ products fulfill that requirement. We are agnostic as to the EV charging service equipment (“EVSE”)
and integrate best of breed solutions based upon our customer’s requirements. For example, our EV ARC™ 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. EV ARC™ and Solar
Tree™ 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.

We believe our
chief differentiators are:

· quel
    ability to invent, design, engineer, and manufacture solar powered 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;

· quel
    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; et

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

The resulting products
are built to have what we believe is the longest life expectancy in the industry while also delivering valuable amenities and
potentially highly attractive revenue opportunities for our customers. Envision’s products are designed to deliver multiple
layers of value such as: environmental impact-free renewably energized EV charging; media, branding, and advertising platforms;
sustainable and secure energy production; reduced carbon footprint; high visibility "green halo" branding; csökkentés
of net operating costs through reduced utility bills; and revenue creation opportunities through sales of digital out of home
(“DOOH”) media, sponsorship and naming rights. The Company sells its products to customers with requirements in one
or more of the three markets the Company addresses.
Qualified customers can also lease our EV ARC™ products through leasing relationships we have developed. Envision’s
products can qualify for various federal, state, and local financial incentives which can significantly reduce final out-of-pocket
costs from our selling price for eligible customers. Currently, our revenue is mainly derived from the sale of our standard EV
ARC™ to government agencies and private enterprise.

Recent Events

On September 25, 2018, the Company entered
into an amendment to the revolving convertible promissory note between Envision Solar, the borrower, and SFE VCF, LLC, the lender.
The amendment extended the term of the revolving note until December 31, 2019. There were no other changes to the note.

· Tovább
                                         October 16, 2018, a delegation from the Shanxi Energy and Traffic Investment Company,
                                         a Chinese State-Owned Enterprise, visited Envision’s factory to perform due diligence
                                         on the Company, its products and facilities, and to discuss moving forward with the negotiations
                                         on a definitive agreement for a new jointly owned company in China (NEWCO). At the end
                                         of a series of meetings, which took place throughout the day, the SETIC delegation reported
                                         to the Company that they were impressed with the Company, its products and facilities.
                                         They expressed their intention to return to Shanxi, China with a recommendation to proceed
                                         with the business relationship outlined in the LOI executed by Envision and SETIC in
                                         April 2018, and that they wish to accelerate the pace of negotiations and activities
                                         required to that end. Our subsequent meetings with SETIC in China in January 2019 continued
                                         the progress toward negotiating a definitive agreement for launching NEWCO.
· Tovább
                                         October 15, 2018, the European Patent Office issued a notice of intention to grant a
                                         patent for our EV ARC™ product in Europe (European Patent No. 13828020.1).
· Tovább
                                         October 4, 2018, Envision announced that Alleghany College became the first community
                                         college in the US to select Envision’s EV ARC™ product for public EV charging.
· Tovább
                                         October 11, 2018, Envision announced the delivery of EV ARC™ products to five state
                                         hospitals in California, marking the first adoption of the product by a state hospital
                                         group.

· Tovább
                                         October 22, 2018, Envision received its first purchase order from the city of Fort Lauderdale,
                                         Florida.
· Tovább
                                         November 1, 2018, Envision Solar announced the first deliveries of EV ARC™ products
                                         to California’s Department of Fish and Wildlife.
· Effective
                                         December 1, 2018, the maturity date of the $1.5M term note held by SFE VCF, LLC and payable
                                         by Envision was extended by mutual agreement to be the earlier of June 30, 2019 or the
                                         successful closing of this offering. There were no other changes to the note.
· la
                                         Company is currently in the process of delivering thirty-four EV ARC™ units to
                                         New York City to complete an order received in the second half of 2018.

EV
    ARC
Solar
    Tree®

Products and Technologies

We currently produce
two categories of products: the patented EV ARC™ (Electric Vehicle Autonomous Renewable Charger) and the patented Solar
Tree®. We have recently submitted third and fourth product categories, the EV-Standard™ product and the UAV ARC™
product, for patent approval. They are patent pending and in late stage product development and engineering. 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 or light wind generator, along with on-board 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. The UAV ARC™ is a permanent solution in a
transportable format and will be used to charge drone (UAV) fleets. We believe that our series of products offer multiple layers
of value to our customers while leveraging the same underlying technology, fabrication techniques and infrastructure that we use
for all of our products. This enables us to reach a broad customer base with varied product offerings without maintaining the
overhead normally associated with a diverse set of products. Our current list of products includes:

· EV ARC™
    Electric Vehicle Autonomous Renewable Charger. (patented)
· Transformer EV
    ARC™ Stowable Electric Vehicle Autonomous Renewable Charger. (patented)
· EV ARC™
    HP DC Fast Charging Electric Vehicle Autonomous Renewable Charger.
· EV ARC™
    Media Electric Vehicle Autonomous Renewable Charger with advertising screen and or branding/messaging.
· EV ARC™
    Autonomous Renewable Motorcycle Charger.
· EV ARC™
    Autonomous Renewable Bicycle Charger.
· ARC Mobility™
    Transportation System.
· The 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 electric vehicles. (patented)

All current Envision
products can be upgraded with the addition of the following:

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

EV ARC™ and
Solar Tree® products can also be equipped to provide emergency power to users such as first responders during times of emergency
or other grid failures. Because our products replenish their batteries every day, even during cloudy conditions, we believe that
they are some of the most robust and reliable back-up energy sources available today. Several of our current government customers
are ordering EV ARC™ units with our optional E Power panels integrated into the units. E Power is a series of secured power
outlets with directed and primary energy access available to emergency responders or whoever our customers designate. This is
a source of increased revenue for us and, we believe, a compelling additional value proposition for our products.

EV ARC™ and
Solar Tree® products can be grid connected if the customer wishes. Our first utility customer connected its EV ARC™
units to the grid in 2015. The EV ARC™ products provide solar powered EV charging, but they also serve as grid stability
tools. During times of low energy use the utility will charge the EV ARC™ on board batteries. During times of grid stress,
the utility takes energy from EV ARC™ batteries thus reducing stress on their generation assets and grid infrastructure.
We believe that “grid balancing” offers
a potentially significant market opportunity for Envision’s products as electrical grids become increasingly unstable due
to increased demand, aging infrastructure, and extreme weather events or nefarious foreign or domestic actors. Experts from utilities
such as San Diego Gas & Electric have told us that this is the case and that distributed storage is an important part of their
future plans.

We believe these
factors make our products a compelling value proposition to anyone who intends to install such devices. Our customers can deploy
EV charging quickly, efficiently, and without digging up their parking lots. The positive carbon foot print impact is greater
because our products use sunlight to charge the EVs and, we believe, the marketing and branding impact is far greater because
the enterprise has a highly visible demonstration of its commitment to the environment.

EV ARC™ Products.

According to Bloomberg,
financial services firm Morgan Stanley has estimated that the world will need to spend $2.7 trillion on charging infrastructure
if it is to support 500 million electric vehicles. MIT Technology Review reports that there are already more than a billion
vehicles on the world’s roads right now. It is likely that the number will increase in the coming decades and we believe
that many of those vehicles will be electric. We believe the Envision EV ARC™ is the world’s first and only transportable,
solar powered EV charger that can resolve many of the global charging problems that currently face the market.

EV ARC™ produces
and stores all its own energy, it does not need a grid connection and therefore needs no trenching, switch gear, or transformer
upgrades. Management believes the lack of a foundation, trench or electrical infrastructure means that the EV ARC™ will
not need a building or any other kind of permit. We have found that to be the case in every jurisdiction in which the product
has been deployed to date. It is immune to grid interruptions such as black-outs or brown-outs. As such, it will allow for vehicle
charging even in times of grid failure. It can be moved at any time because it is not connected to the ground or grid, and we
believe, creates an attractive and highly visible branding asset for the host. There are no utility bills to pay and, as the number
of EVs increase on the host campuses, more EV ARC™ units can be added without disruption. We have observed that locations
that currently offer grid tied EV chargers have placed those chargers in locations where a suitable circuit was most easily accessed
– the “low hanging fruit.” As the number of EVs increase in such locations the existing chargers are no longer
sufficient to fulfill the needs, leading to what is called in industry jargon “charge rage”, an event when two or
more EV drivers wish to use the same charger at the same time. We believe that this will lead those locations to require more
EV chargers and that, having exhausted the low hanging fruit, they will be required to extend circuits to locations in their parking
lots which will require invasive, time consuming and expensive infrastructure, permitting, construction and electrical work.

EV ARC™ is
a transportable, but essentially permanent EV charging infrastructure product which supports Level I, Level II and DC Fast Charging
(requiring 4 to 7 interconnected units). EV ARC™ products can charge between one and six EVs simultaneously and a single
unit can provide EV charging in as many as 10 parking spaces. We have observed that the EV ARC™ can solve many problems
associated with electric vehicle charging infrastructure deployments. Until the introduction of the EV ARC™, the deployment
of EV chargers could be hindered by complications in site acquisition caused by the complicated and invasive requirements of the
installation. Typical competing EV charger installations require a pedestal which is typically mounted on a poured concrete foundation
which requires excavation. Fixed chargers also typically require a trench to deliver grid connected electricity, and often require
transformers and other local electrical equipment upgrades. Additional entitlements, easements, leases, and other site acquisition
requirements of fixed chargers can be environmentally impactful and expensive, and may slow, or prevent entirely, the deployment
of large numbers of typical fixed format chargers. California’s Department of General Services has informed us that it takes
an average of 18 months to go through the process of installing a utility grid-tied EV charger. New York City, currently our largest
customer, experiences similar and sometimes longer delays because of the complexities of extending the electrical grid to locations
where EVs need to charge. Because the EV ARC™ has its own ballast and traction pad, it does not require a foundation. Mert
it is entirely powered by locally generated and stored renewable energy, it does not require a grid connection. These innovations
allow us to completely avoid any on-site construction or electrical work which, in turn, allows us to avoid the design, engineering
and entitlement/planning processes typical of grid-tied installations. We have demonstrated that we are able to deploy EV chargers
attached to our EV ARC™ product in as little as four minutes (rather than 18 months).

When a fixed EV
charger is deployed successfully, the host may be liable for increased kilowatt hour charges, and at times, more expensive demand
charges. Landlords, corporations, venues, and other hosts often do not perceive enough value creation in the deployment of a fixed
EV charger to justify the disruption caused by the associated trenching, foundations and electrical civil works. Consequently,
they may not be inclined to grant permission to the service providers who approach them, or to install EV chargers at their own
expense for their employees and guests, because the costs and disruption incurred with grid tied chargers can be prohibitive.

Many governments and
corporations have aggressive goals to install EV charging infrastructure. For example, Governor Brown of California has issued
an executive order requiring the installation of 250,000 EV chargers by 2025, 10,000 of which must be DC fast chargers. In September
2018, we announced that Caltrans and the Monterey Bay Air Quality District have ordered $1.2M worth of our DC fast charging EV
ARC™ HP units for deployment in two highway rest areas in central California. This equates to an average of approximately
36,000 charger installations per year. To date, the EV charging industry has installed a total of about 16,000 grid-tied EV
chargers. In September 2018, Governor Brown issued a further executive order setting out a goal for California to be carbon neutral
by 2045, meaning that all the electricity consumed in the state will have to come from renewable sources. We believe that the
combination of these two executive orders will create an improved set of opportunities for us to sell our products. Nations such
as the United Kingdom, France, Norway and Germany have announced total bans on all internal combustion engine vehicles (“ICEs”)
during the next two decades starting with Norway in 2025. Others, like China and the State of California, are considering similar
bans. China’s President, Xi Jingping has recently called for the installation of 4.8 million EV chargers on public roads
by 2020 with a further requirement that EV charging infrastructure should be installed in rural and poor areas where there is
limited electrical grid connectivity. Electric Vehicles will be the major replacement technology for ICEs and, as a result, the
global demand for EV charging infrastructure is growing rapidly and is forecast to accelerate. Bloomberg recently reported that
the global market for EV charging infrastructure is estimated to exceed U.S. $4 trillion. Vehicle manufacturers are rapidly transitioning
to EV production. Volvo recently announced that by 2019, its entire portfolio will be hybrid electric (“HEV”) or fully
plug-in electric (“PEV”). Ford has committed to spending $11 billion to electrify its portfolio, and VW, BMW, and
Mercedes have committed to all electric portfolios. Most, if not all, automobile manufacturers currently sell or plan to sell
EVs.

We believe that
there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that EV ARC™ fulfills
that requirement. We are agnostic as to the EV charging service equipment (“EVSE”) and integrate best of breed solutions
based upon our customer’s requirements. For example, our EV ARC™ 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. EV ARC™ replaces the infrastructure required to support
EV chargers, not the chargers themselves. We do not sell EV charging, rather we sell products which enable it.

SolarTree® Products.

Our patented Solar
Tree® product has been in deployment and continued improvement for several years. We believe the resulting product has become
the standard of quality in larger scale solar powered EV charging, energy security, and media and branding. We understand the
Solar Tree® product to be the only single column, sun tracking, and architectural solar support structure with integrated
energy storage, EV charging and media platforms available today. We believe that Solar Tree® products with integrated battery
storage will become important contributors to the growing EV charging infrastructure requirements in California and the rest of
the world. Because our products do not require a connection to the electrical grid, they can be rapidly deployed and enable EV
charging in locations where it would otherwise be impossible or economically infeasible. For example, rest areas and park and
ride locations which might have sufficient energy for lights and vending machines, but do not have sufficient power for EV charging,
can be served by our Solar Tree® products which can be optimized for direct current (“DC”) fast charging. la
costs and environmental impact associated with delivering a 50kW or greater circuit to a remote rest area may be prohibitive,
whereas a Solar Tree® DCFC can be deployed with minimal site disturbance. In April 2017, we received a purchase order from
the Fresno County Rural Transit Authority to provide Solar Tree® DCFC products which will be used to charge electric buses
from BYD Company Ltd. (“BYD”). The growth in electric bus adoption is happening at a greater pace than EVs at time
of writing. BYD is the biggest electric bus company in the world. We believe that the successful deployment of these Solar Tree®
DCFC products for Fresno and with BYD may create significant opportunities for further deployments of electric bus charging infrastructure
and DC fast charging infrastructure for EVs, electric buses and medium and heavy – duty electric vehicles, both in the U.S. and
internationally. We further believe that success of the sort that we currently have with Caltrans and others may be leveraged
with other departments of transportation across the United States and the rest of the world.

We believe Solar
Tree® products with on-board battery storage can provide a highly reliable source of energy to be used in the event of a failure
of the grid. We have seen data suggesting that grid failures cost businesses in the United States approximately $200 billion per
year and when those failures impact vital services such as hospitals, they have been responsible for loss of life. We believe
that a hospital equipped with Solar Tree® energy security products could benefit both economically and from a life safety
point of view. We believe that there are many other such instances where the reliable combination of renewable energy and energy
storage can deliver value which exceeds simply competing with the utility. This will become particularly true when larger segments
of transportation become electrified and grid interruptions mean the “grounding” of EVs which rely solely on the utility
grid to re-fuel.

We also believe
that Solar Tree® products optimized for branding can create visually stunning platforms for the delivery of a business’
brand message with a less onerous planning and entitlement process than that experienced with traditional signage.

We believe Envision’s
larger Solar Tree® structures also make effective multi-use and wireless EV charging infrastructure solutions. Considering
the list of impediments to EV infrastructure deployments, we believe that the Solar Tree® structure with column integrated
EV chargers offers significant advantages over a typical grid tied EV charger. We believe that they offer the most attractive
and practical mounting assets for fixed EV charging stations. The single column design is ideal for centrally locating multiple
chargers and making them available to the maximum number of parking spaces. Entitlement might go more smoothly because the Solar
Tree® structures contribute more benefits to the local environment than simple EV chargers. Those additional benefits include
shade, reduction in heat islanding, reduction in light pollution, architectural appeal, reduction in grid stress, and disaster
preparedness when equipped with ARC™ storage technology. We believe that commercial real estate owners and corporate campuses
will recognize the multiple layers of increased value delivered by Solar Tree® structures and CleanCharge™ deployed
with little disruption to their facilities.

Solar Tree®
structures with ARC™ energy storage technology can generate and store enough energy to provide over 1,000 e miles per day
through any high quality EV charger including DC fast chargers. They can be deployed in any location that is not shaded and they
do not require any utility grid connection. We believe that this vital factor makes them a compelling choice for remote locations
where there is inadequate utility grid connection (e.g. rest areas). Corridor charging, the term used to describe EV charging
on highways between built up areas, is recognized as being very important, but also very difficult to achieve with traditional
grid tied chargers because of the lack of electrical circuits and the environmental and economic impact of bringing infrastructure
to remote sites. We believe that our Solar Tree® and EV ARC™ products are ideal for corridor charging because they do
not need to connect to the electrical grid. Additionally, where the requirement is for charging of mission critical vehicles (e.g.
first responders, hospitals, fleet vehicles), Solar Tree® and EV ARC™ products can provide a highly robust and secure
source of energy even when the grid is not available. Unlike gasoline or diesel-powered generators, our products are not reliant
on external sources of fuel and, we believe, require much less maintenance, testing and service. It is our further contention
that any campus environment with an EV charging need and a wish for a high degree of reliability in its electrical supply can
benefit from our Solar Tree® structures with ARC™ on-board energy storage because, we believe, in times of grid instability
(e.g. natural disaster, terrorism, capacity constraints), the Envision products can provide the most reliable source of energy
at the location.

EV-Standard™ Product.

We have invented and
are in the late stages of product development on, our patent pending EV-Standard product which is, in our belief, the ideal curb
side charging solution. We believe this is another area in the developing charging ecosystem which provides major opportunities
and challenges within the “curbside” or “on street” sector. Because so many owners of vehicles and even
fleet operators (in cities like New York and San Francisco) park their vehicles on street, there is a significant need for curb
side charging. In fact, the CEC has publicly stated that only one in seven Californian apartment dwellers are able to park
their car close enough to a circuit to charge at home. Their conclusion is that curb side, on street charging will be an important
contributor to the successful electrification of transportation in California. Many other jurisdictions such as New York City
have made the same statements.

We believe our
EV-Standard™ product is a solution to solve this problem. EV-Standard™ is a streetlamp replacement which incorporates
renewable energy and on-board energy storage, and which provides a meaningful EV charging experience without significant infrastructure
or construction requirements. The EV-Standard™ design includes a light-wind generator fixed atop a new streetlamp. Also
integrated is a tracking solar panel and on-board battery storage. The EV-Standard™ product design takes power from the
existing streetlamp grid connection and uses it to charge the on-board batteries. The streetlamp’s circuit is available
24 hours per day but is only in use during the hours of darkness. As a result, EV-Standard™ is able to use the full capacity
of the grid connection to charge its batteries during the day time. A further advantage of the EV-Standard is that it is delivered
with a low energy, high lumens, LED light fixture which reduces the energy required for street lighting during the hours of darkness.
This makes the street light more efficient and, crucially, the EV-Standard™ can use the unused capacity of night-time operations
to further charge its on-board batteries. The additional renewable energy generated by both the tracking solar array and the light-wind
generator supplies more energy to EV-Standards’ batteries. The energy from the batteries is then delivered to a Level II
EV charger which is mounted to the EV-Standard™ products’ column. The combination of the three sources of capacity,
when delivered at once through our on-board batteries, allows us to deliver a much more powerful and therefore more meaningful
EV charging experience than would be available simply through connecting to the existing street lamps’ utility grid connection
as some of our competitors currently offer.

We believe that
the improved EV charging experience offered by the EV-Standard™ design will be a differentiator for our company in a potentially
large market. We currently provide work-place and fleet charging to the State of California, New York City and many others, through
our EV ARC™ product. We believe that EV-Standard will become an excellent choice for California, New York and many other
jurisdictions across the U.S., and the world, as a viable and reliable on-street EV charging solution. Accordingly, we believe
that EV-Standard™ represents an important opportunity for future growth. Like the EV ARC™ and Solar Tree® products,
the EV-Standard™ will not rely upon a grid connection and as such will be able to continue to charge EVs during black-outs
or other grid interruptions.

The UAV ARC™ Product.

In July 2018, we
filed a patent application for our new UAV ARC™ product which is currently in the advanced stage of product development.
The UAV ARC™ is a rapidly deployable, highly scalable, range extending drone recharging product which forms a network. It
does not require any fueling or grid connection because it generates and stores all of its own energy from renewable sources.
UAV ARC™ is self-ballasted and leveling and does not require any planning or construction for its installation. UAV ARC™
has a hardened exterior and countermeasures designed to protect it from vandalism, theft or other nefarious activities. Each UAV
ARC™ forms part of a broader network which fuels drones and gathers and shares information about their health and flight
plans as part of the Internet of Things (“IoT”). UAV ARC™ units can be deployed on flat roofs in cities or on
any terrain in remote locations. The maritime version can be deployed at sea to extend UAV missions in a maritime environment.
The planned networks of UAV ARC™ units will be designed to be open to any operator of unmanned aerial vehicles as part of
a subscription or individual usage plan.

UAV ARC™ Remote Deployment UAV ARC™ Night-time Operations

Current Market Participants That We Target

Envision’s
markets consist of five broad segments: State, Municipal, Federal, Enterprise and International. These segments can further be
broken down into increasingly granular segments as different market opportunities are identified. Examples are University, Fleet,
Resiliency, Ports and Department of Transportation, Parks, Corrections, Education and many others. Envision’s largest market
is currently Municipal.

Envision’s
biggest customer is the City of New York followed by the State of California which is a conglomeration of California state agencies
and municipalities. Currently the most appealing markets for Envision are New York, California and Colorado. The factors are considered
in our determination of an appealing primary market for our products:

· Politikai
    Issues
.
Political statements, mandates and laws supporting and driving policy to reduce carbon emissions through the
    electrification of transportation. State and local governments focusing on the transportation industry and the electrification
    of fleet vehicles to reduce carbon emissions.

· Economic
    Factors
.
The use of grants and incentives to advance the adoption of EVs and EV charging infrastructure. Regions with
    difficult, time consuming permitting and regulatory requirements and high construction costs.

· Sociocultural
    Factors
.
High concentration of EV drivers and a cultural desire to be good stewards of the environment.

· Technological
    Factors
.
Regions with good insolation, expensive energy costs, and poor or degraded air quality, and a lack of capacity
    or expensive upgrade requirements for their utility grid.

Growth Strategy

We currently operate
in three rapidly growing and underserved markets: EV charging infrastructure, outdoor media and energy security. Our products
are being used in 16 U.S. states, 70 municipalities,
two countries, outside of the United States and the U.S. Virgin Islands in the Caribbean.

We believe that the products we produce have a global appeal and that we are only at a nascent period in the development of our
sector. We believe we have a strategic growth plan in place that will enable us to increase our user base and revenues while leading
to increased profitability in the following manners

Increased
                                         sales and marketing to educate our universe of potential customers
. We have historically
                                         not invested in significant marketing activities and have only recently added a sales
                                         team. To date most of our sales have been made through word of mouth or management relationships.
                                         As a result of not having a large historical sales and marketing budget, only a small
                                         percentage of the potential prospective customers for our products are aware that we
                                         exist and the value that our products deliver. We have observed that we have a high conversion
                                         rate from prospects to customers when we are able to demonstrate the value of our products
                                         to those prospects. We believe that with increased investment in marketing and sales
                                         we will be able to reach a much larger audience of prospects who could benefit from our
                                         products, and that we should be able to maintain our high conversion rates from prospects
                                         to customers.

Continue
                                         to expand our geographic footprint and customer base
. Our products are being
                                         used in 16 U.S. states, 70 municipalities, two countries outside of the United States,
                                         and the U.S. Virgin Islands in the Caribbean. We believe that investment in growing
                                         our geographical footprint both domestically through increased selling and marketing
                                         and also internationally with a focus on Europe and Asia will deliver significant growth
                                         opportunities. Our sales have been heavily focused on the U.S. coastal regions, specifically
                                         California and the Northeast. We observe that those regions often lead where technology
                                         transitions are concerned, and we expect the rest of the U.S. to follow the coastal leads
                                         as is historically the norm. We believe that this will result in further geographic growth
                                         for our products domestically as well as with our international expansion.

Enhance
                                         our gross margins by focusing on increased sales, improved operating efficiencies and
                                         reduced cost of materials and production
. Our gross profits are the profits
                                         we make after deducting the costs associated with manufacturing our products from the
                                         revenue we receive from our customers for those products. Our gross profits are impacted
                                         by cost contributions which fall into two categories:

Variable
costs include the cost of the direct raw materials, such as batteries, solar panels, electronics and steel, and direct labor associated
with each product and as such vary in proportion to the volume of units we sell. When we sell more units our variable costs increase
and when we sell less the opposite generally occurs.

Fixed
costs are more or less constant at certain levels of sales and production, and include contributions such as rent, insurance and
underutilized labor (assuming a fixed labor pool, underutilized labor costs decrease with increased unit production volumes).
The lower the volume of sales we make, the higher the contribution of fixed costs will be to each of those sales.

Conversely,
as we increase our sales volumes the contribution of fixed costs to each unit is decreased. Generally Accepted Accounting Principles
(GAAP) require that, under “absorption costing”, a portion of our fixed costs is assigned to each unit of production.
For example, if our fixed costs were $1M per year and we only sold one product during that year the fixed cost contribution for
that product would be $1M and would be added to the variable cost to calculate our gross profits (or more likely, losses). If,
on the other hand, we sold 100 units during the same period the fixed cost contribution for each product would be $10,000 per
unit, or 1/100e of $1M, and, when added to our variable costs, would result in a far lower cost of goods sold (COGS)
per unit and as a result a much improved gross profit. At a certain volume of unit sales, any manufacturing company should
meet a fixed cost break-even point assuming their variable costs are less than the price they charge their customers for the products.

There are a variety of ways
we can reduce our variable costs which include:

premier Negotiation of better pricing from
                                         our vendors
deuxième Improved timing of purchasing
troisième Improved efficiencies in our processes
4 Product design improvements
5 Insourcing of certain processes
                                         which are currently performed by outside providers (who endeavor to make a gross profit
                                         on the services they provide us)

We believe that there is really
only one way to reduce per unit fixed costs as long as we continue to pursue our current strategy: increase unit sales volumes.

Alatt
the first three quarters of 2018, our fixed costs were, according to the guidance of GAAP, estimated by us to be approximately
18% of our revenues. We arrived at this percentage by estimating the number of units we anticipated delivering to our customers
during the full year, using the best information available to us about our contracted backlog, and then allocating a proportionate
share (based upon those estimates) of our fixed costs to each of the units we actually delivered during the first three quarters.
If we had estimated that we would deliver twice as many similarly priced units, then our estimated fixed cost contribution would
have been approximately half that amount, or around 9% of revenue, which would have improved our estimated gross profit by the
same amount. If we had sold four times as many similarly priced units, then our fixed cost contributions would be around 4.5%
of our revenue and so on. In each case, the more units we sell the less fixed costs are allocated to each unit because the fixed
costs are shared among more units. Even if our variable costs per unit do not decline with increased volume (which we expect them
to do), our total costs per unit should fall as we increase the number of units we sell. In fact, as a result of design and production
delays caused by operating capital shortages, we delivered less units in 2018 than we had anticipated at the time we created our
overhead allocation estimates. We recognized the resulting negative impact to our gross profits in the fourth quarter of 2018.

Ban ben
prior years, we have generally reported gross losses because the combination of our fixed and variable costs resulted in COGS
which were greater than the revenues we generated from the sale of our products. Please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operation beginning on page 37 and our financial statements beginning on page
F-1 of this document for a full description of our financial results.

Measures
                                         we are taking to improve our gross profits
. We are continually striving to increase
                                         our sales volumes and in 2018, our revenues were 336% higher than our 2017 results. Mi
                                         believe that this trend will continue and our backlog (approximately $4.4M at December
                                         31, 2018, which the Company expects to convert to revenue in the first half of 2019)
                                         and pipeline (approximately $27M including the latest California Contract) combined with
                                         positive growth trends in demand in the markets in which we focus, inform that belief.
                                         See “Industry Overview” in this prospectus.

Mi
have assumed in the past, and continue to assume, that our sales will increase and will, as a result, reduce the impact of our
per unit fixed cost contributions. For example, we believe that our factory and current staffing level is sufficiently large to
allow for a capacity several times the current production rate without significant increases in fixed costs. We selected a factory
of this size and staffing level (along with its fixed costs) because we believe that we will be able to grow our sales as the
markets we address, such as electric vehicle (EV) charging, grow as further discussed in this document. We also believe that it
is not unusual for manufacturing companies to have higher fixed cost contributions to their COGS in the early stages of market
and product development. We anticipated this as we planned for growth with our current facilities, even though we understood that
these higher fixed costs would negatively impact our gross profits in the early stages of our evolution.

We also
continue to strive to reduce our direct variable costs and we have observed that in many instances we have been successful in
this area. For example, we have negotiated reduced pricing with our vendors of steel, solar panels, inverters, tracking gears
and batteries which are the largest cost contributors to each of our products. We have also become more efficient in our fabrication
processes which has reduced the direct unit labor hours associated with producing our products.

There
are also market forces at work which, in the case of our most expensive components, are contributing to lower direct variable
costs for our products. According to Forbes, battery prices have fallen from $1000 per kWh in 2010 to $200 per kWh in 2017, and
Forbes forecasts that prices will reach $100 per kWh by 2025. Forbes also forecasts that second life (used batteries which would
still work on our products) will fall to $50 per kWh. We currently pay more than $300 per kWh and as such see significant opportunities
for future reductions in our COGS as the price of batteries falls. Batteries currently make up approximately 24% of our COGS on
an average EV ARC™ unit.

Solar
modules have seen similar precipitous price declines. Bloomberg provides a benchmark monocrystaline module price of $0.37 per
watt in 2017 down from $10.00 per watt in the early nineties. While we use more expensive modules than the Bloomberg benchmark
(because they are higher quality and have a higher output efficiency), we have still benefited significantly during the last few
years from the decrease in solar module pricing. We believe that we will see further reductions in cost per watt for the foreseeable
future. Solar modules currently make up approximately 11% of our COGS on an average EV ARC™ unit.

We have
observed that increased unit sales do not only reduce our fixed per unit costs but can also favorably impact our direct variable
costs. For example, on October 1, 2018, we negotiated a reduction of approximately five percent on the price we pay for steel
for our products. On the same day we negotiated a reduction of approximately three percent on the price that we pay for certain
major electronic components that we integrate into our products. Our solar module vendor has informed us that our current increased
purchasing should result in a 4% reduction in the price that we pay for solar modules. We anticipate achieving that reduction
as a result of the increased volume in orders we are placing. These price reductions have not been driven by commodity pricing,
rather, they are the result of our increased buying power with our vendors and in particular, the large orders we are placing
so that we can execute on our backlog which at December 31, 2018 is at approximately $4.4M (melyik
the Company expects to convert to revenue in the first half of 2019
. We have observed that we have been able to negotiate
price reductions on other components and commodities that we integrate into our end products as a result of our increased buying
power. We believe that there are further significant gains to be made in that area as our sales volumes increase.

We currently
outsource the painting and coating of our products to a third party. We are aware that the third-party endeavors to earn a gross
profit when selling paint and coating services to us. We also incur costs and disruptions transporting our products to and from
the painting vendor’s facility. We believe that an investment in an improvement to our facility which would make it possible
for us to paint and coat our own products would lead to cost reductions related to those tasks and improved product flow which
might further reduce our COGS and increase our production capacity.

Our pricing
strategies and our investments in fixed overheads such as our manufacturing facility have been driven by our belief that the demand
for our products will increase as the markets on which we focus evolve, and we see an increase in unit sales as a result. We have
not endeavored to cover all of our costs with the sale of a small number of units because we believe that the higher sales price
might have priced our products out of the market. Our belief in the growth of our target markets and in our ability to continually
reduce costs as we increase production volumes has led us to the decisions we have made around product pricing and investment
in overhead. We believe the growth in our sales and our historical ability to reduce direct variable costs support our continuation
of this strategy and that we can increase our gross profit margins to 50%, including fixed cost contributions, in the future.
The management team encourages all members of our sales and operations teams to contribute continuously to these efforts.

Increased
                                         leverage of outsourcing as our manufacturing process scales
. We have invested
                                         in facilities to enable us to produce our products in-house. This strategy has enabled
                                         us to efficiently grow through our product development process while controlling and
                                         reducing costs. However, as our product development process matures and as we become
                                         experts on our manufacturing process, we believe that there will be certain components
                                         of our manufacturing process that will be outsourced to manufacturing vendors. We believe
                                         that we will be able to cherry pick certain of our components for outsourced manufacturing,
                                         simultaneously reducing our costs and increasing our capacity. While we intend to continue
                                         in-house manufacturing for all new products as they advance through product development,
                                         we anticipate a future when the manufacturing of our mature products is carried out by
                                         far larger and more efficient manufacturers at greater speed and lower cost.

Expansion
                                         of our recurring revenue business
. As our business matures we will begin to expand
                                         the recurring revenue component of our business model through service and maintenance
                                         contracts, data gathering and sharing, outdoor media and branding, naming rights, and
                                         sponsorship of networks of our products. Historically, we did not focus on service and
                                         maintenance contracts but rather focused on unit number growth. Many of our customers
                                         have indicated to us that they would be interested in acquiring service and maintenance
                                         contracts as well as extended warranties from us. We believe that as we grow our customer
                                         base we will have increasing opportunities to add recurring revenue through these services.
                                         We believe that our ability to gather and share data about the vehicles and other users
                                         of our products may become increasingly valuable as the markets we focus on, such as
                                         EV charging, mature. We are working with partners to create recurring revenue streams
                                         through sponsorship and naming rights for networks of our products.

Capture
                                         market share of the electrified personal and public transportation space, which is at
                                         a nascent phase
. To date we have concentrated on fueling the revolution in sedan
                                         electrification, however, we believe that other modes of electrified transportation are
                                         growing rapidly. The expansion in the use of electric bicycles, scooters and motor scooters
                                         is evident in many large cities across the U.S., Asia and Europe. As more people rely
                                         on last mile solutions such as e-bikes and e-scooters, the requirements for charging
                                         infrastructure will proliferate. We are working with an electric bike and scooter manufacturer
                                         to bundle two wheeled electric modes of transport with our EV ARC™ product. Mi
                                         believe that sales of bundled solutions combining our products with others transportation
                                         solutions represents another significant growth opportunity. The growth in the use of
                                         electric buses is happening at a more rapid pace than that of EV sedans. We have already
                                         sold our Solar Tree® DC fast charging solution to the Fresno County Rural Transit
                                         Authority for use in the charging of their public buses. This will be our first such
                                         deployment but we believe that it will lead to significant opportunities in this rapidly
                                         growing space.

The network
                                         effect (IoT) will drive significant value from the data we collect
. The units
                                         we produce communicate to our central facility which creates a network effect. Units
                                         will be able to communicate with each other in the future. Each of our products sends
                                         data back to our central facility across a wireless network. The more units we have deployed
                                         the more data we will be able collect and the more we can learn about charging habits,
                                         EVs, traffic patterns and many other useful data sets. We believe that there will be
                                         significant value in this data in the future. For example, we believe that our outdoor
                                         media business segment will become more valuable as more units are deployed and communicating
                                         data about their individual usage. Our ability to communicate remotely with our media
                                         assets means that we will increasingly be able to change content on the units, perhaps
                                         in response to the individual users. As parcel delivery increasingly electrifies and
                                         the usage of drones and package drop-off locations multiply, we believe that our portfolio
                                         of deployed assets, particularly UAV ARC™ units, will become increasingly valuable
                                         as a source of electricity for fueling and energizing network assets as well as physical
                                         assets, which will allow for branded “locker” facilities.

Folytatás
                                         expansion of our Outdoor Media Business unit
. We believe that a significant
                                         lehetőséget növekvő
                                         out margins and recurring revenue exists in this business unit as a result of new contract
                                         wins. In November 2017 we signed an agreement with Outfront Media (NYSE:OUT) to sell
                                         naming rights and sponsorship arrangements for networks of our products deployed across
                                         cities. The contract currently only specifies San Diego. The Company and Outfront Media
                                         are in discussions to expand the contract to include other cities nationwide, although
                                         no definitive agreement or amendment has yet been entered into.

We believe that we are progressing towards success with this initiative. We intend to
                                         retain title to future products deployed under this business model and believe that we
                                         will be able to capture significant and increasing levels of recurring revenue while
                                         maintaining ownership of the underlying assets. Although we have delivered a small number
                                         of our products with outdoor media platforms integrated to date, we believe there is
                                         significant room to expand this aspect of our business in a meaningful way.

Develop
                                         and innovate new products while building a strong IP portfolio
. The majority
                                         of our revenues come from sales of our EV ARC™ and our Solar Tree® product
                                         family. The underlying technology is the same for both product sets and we have leveraged
                                         the same proprietary underlying technology to invent two new products which are currently
                                         patent pending: (i) EV Standard™, which is a renewable energy street lamp replacement
                                         EV charging solution, and (ii) UAV ARC™ or DCN™ – Drone Charging Network,
                                         a renewable energy drone recharging product. This will allow us to broaden our market
                                         appeal while not significantly increasing the requirements of our manufacturing lines.
                                         We believe this strategy will enable us to grow revenues more profitably through increased
                                         operating leverage. We intend to continue to research other areas in which we believe
                                         that our ability to deliver rapidly deployed, highly reliable and cost effective sources
                                         of renewable energy in a productized format are embraced by prospective customers, so
                                         that we can continue to invent and develop new products which we believe will bring value
                                         to our target audiences. We believe that with sufficient investment we will be able to
                                         bring new products to market and create significant and rapidly growing opportunities
                                         to generate more revenue.

Key Initiatives

Our growth strategy
will target a number of key initiatives as we scale our business. Currently we are focused as follows:

célzás
State and Local Governments Who Are Implementing Renewable Energy Initiatives.

We have been successful
in wining contracts from a number of state and local governments. We will continue to target these entities as a result of changing
environmental policies that are positively impacting the products that we produce.

During 2016 and
2017 the State of California’s Department of General Services and New York City’s Department of City Administration
Services, respectively, both conducted global searches for products which could compete with the EV ARC™. In both instances
they released publicly available ‘Requests for Proposals’ for competing products and in both cases, though the contracts
were competitively offered, only Envision demonstrated that it has a product which met their specifications. In both cases we
were the only qualified respondents to the contracting process and in both cases we were awarded multi-year, multi-million dollar
contracts.

Envision’s EV
ARC™ product was selected for a State of California contract for transportable, solar powered EV chargers. As far as we
are aware, there were no other respondents to the State’s RFP (request for proposal) with products which qualified, further
supporting our belief that EV ARC™ is a product which is unique in the market. Similarly, when we responded to the New York
City RFP, we believe we were the only respondent with a qualifying product. Staff members from the State of California have commented
to us that they believe that they are behind goals where the deployment of EV charging infrastructure is concerned. In July 2015,
we were awarded a mandatory contract to supply EV ARC™ to California state agencies (to the extent ordered by them) by the
Department of General Services of the State of California, for a term of one year with two one-year renewal options. This contract
was renewed by the State of California in 2016 and we have regularly delivered EV ARC™ products to state agencies since
2016. In June 2018, our contract with the State of California was renewed by the State for up to four more years (two years with
two more one-year options at the State’s election), and its scope was expanded to include more of our products. The State
estimated the value of the renewed contract to be over $20 million. On September 10, 2018, the Company received a new $3,300,000
order from the City of New York for 50 EV ARC™ units for delivery (in the fourth quarter of 2018 and first quarter of 2019).
The Company’s total contracted backlog is now estimated to be approximately $4.4M at December 31, 2018 (melyik
the Company expects to convert to revenue in the first half of 2019)
.

We believe that
the major impediments to the deployment of EV chargers are the requirements for civil works such as trenching and foundations,
as well as limited access to sufficient electrical circuits to support EV charging in the locations where it is needed. However,
Envision’s products do not require access to utility grid circuits, and as such are perfect for remote locations such as
rest areas and park & rides. Our EV ARC™ products can be deployed in minutes and our Solar Tree® and EV ARC™
DCFC products can provide over 1,000 e miles per day through DC fast chargers which will deliver a full charge to a Nissan Leaf
(for example) in 30 minutes or so. We believe that this makes our products ideal for many of the State of California’s
goals for the electrification of transportation, and as such, we are aggressively targeting the State with face to face meetings
and educational materials. We believe that if we continue to be successful with the State of California and Caltrans, these relationships
will help us to expand sales to other states, the federal government, and the Department of Defense as a result of us having gone
through the extensive due diligence with these entities. We believe that the purchase orders we have received from multiple municipalities
and also from Department of Energy National Laboratories are validating our business plan and the need for our products in the
market.

New York City made
its first purchase of EV ARC™ products during the second quarter of 2015. New York’s Mayor Deblasio recently announced
what the city believes are the most aggressive EV adoption targets of any major city in the world. Its goals call for over 2,000
EVs to enter the city’s fleets by the end of 2018 with an investment of $50 to $80 million over the next 10 years to support
additional charging infrastructure.

In September 2016,
New York City’s Department of City Administration Services (DCAS) (the City’s contracting department) released an
Invitation to Bid (“ITB”) for EV charging infrastructure. The ITB specified Envision Solar’s EV ARC™ product.
After submitting our response, we attended the bid opening where Envision was the only respondent. We were awarded a contract
by DCAS in April 2017. The contract is similar to the one we have with the State of California in that it enables any NYC department
to buy EV ARC™ products without having to go through any further due diligence or competitive bidding process. DCAS itself
is a customer and has ordered product from us. As of December 31, 2018, we have delivered 52 EV ARC™ units to New York
City for a total value of approximately $3.5 million. EV ARC™ is being used by NYPD, Department of Design and Construction,
NY Dept. of Education and other entities. We believe that the City’s requirements for rapidly deployed and highly scalable
EV charging infrastructure will only increase in the coming year and the recent order of 50 more EV ARC™ units from New
York reinforces that belief. We expect that New York City will own approximately 1,900 EVs by the end of its fiscal year ending
June 30, 2019.

There are over
19,000 municipalities in the U.S. Our products are being used in approximately 82 of them as of the date of this prospectus.
We believe that the municipal market for our products is robust and offers significant opportunities.

Creative
Financing Mechanisms to Solve Our Customers’ Needs.

We have observed
that our EV ARC™ product is often less expensive for our customers than the costs associated with grid-connected chargers.
We have also observed that many of our customers do not always have sufficient capital resources to allow them to purchase as
much EV charging infrastructure as they need. We have been told by certain government customers that they have greater flexibility
to pay operating expenses (“Op Ex”) than capital expenditures (“Cap Ex”). Furthermore, many of our customers,
for example government entities, are not able to take advantage of the tax incentives offered by the Federal and state governments
as they do not have a tax liability. As a result, we are working with a group of equity and tax equity investors and debt providers
to create a financing mechanism which will allow our prospective customers to take advantage of our products through making a
series of monthly payments spread out over many years. The cost of the products to our customers will be reduced by the available
tax incentives which will inure to the investors who will in turn pass on the savings in the form of reduced monthly payments.
In the future, we may offer financing of our products internally so that we can increase our recurring revenue and capture the
tax incentives for the benefit of the Company.

During meetings
with various state government officials we have been led to believe that the combination of reduced overall costs and the spreading
of those costs across many years through monthly payments might make it more likely that government entities can order larger
volumes of our products. Initially the Company’s cash flows are not expected to be impacted by this structure as the investors
would take title to the products and pay Envision the full price for them at the inception of the plan. However, it is possible
that at some time in the future we may elect to increase our involvement in this process as a means to create a source of recurring
revenue and also to take advantage of the spread on the cost of the capital we source and that which we charge our customers for
the financing.

International
Renewable Energy Policy is Facilitating our International Expansion Plans.

EV
growth is active in many parts of the globe. So is the need for energy security and the desire for outdoor media. Many nations
are ahead of the U.S. in terms of per capita spending for EVs and also in the rates of the growth of EVs. We believe that our
products solve many of the same problems globally that they solve in the United States. We believe our ability to export our intellectual
property and our knowledge is better than it has ever been in the past. We have adapted our products so that they are easily shipped
as simple kits or in folded expandable form in a standard shipping container. We have moved from project to product so that we
do not have to be on site when our products are installed, which means that we can ship products anywhere in the world, leaving
the installation work to local resources. We also believe that the knowledge we gained by putting an in-house fabrication facility
in place, inexpensively, to fabricate our products could allow us to rapidly scale in international markets.

Many nations including
the United Kingdom, Norway, Germany, France, and India have announced total bans on internal combustion vehicle sales after 2040,
starting with Norway in 2025. China is considering similar bans.

We believe that
in order to achieve global goals for EV charging infrastructure, a rapidly deployable and highly scalable set of EV charging solutions
like those we offer will be vital. We believe our products will be needed both in the U.S. and internationally. For this reason,
we are continuing to explore opportunities to expand internationally.

Our current international
focuses are in the European Union (“EU”), the UAE (specifically Dubai) and China. In Spain, we continue to work with
Aconfort, a Spanish company with whom we have a multi-year relationship. We have registered the name Envision Europe SA and we
plan to send the EV ARC™ components to Spain as sales volumes dictate. Initially, we expect that EV ARC™ will be shipped
in pieces to Spain where it will be reassembled by Envision Europe personnel (these will be Aconfort employees in the early stages).
Certain components such as solar modules and gears, which are subject to tariffs when imported to the EU, will be sourced locally
to reduce costs. As the market for our products expands, we plan to hire employees and take on more of the fabrication tasks in
Spain while reducing the components we ship from the United States. As quickly as the market will support this, we intend to become
self-sufficient in the EU. It is our intention to form a subsidiary in Spain. We shipped the first EV ARC™ unit to Spain
in 2016 where it has been featured in a highly visible location in the center of Malaga.

According to the
government in Beijing, China will spend $200 billion on EV charging infrastructure over the next decade. Some industry experts
have suggested that as much as two thirds of the global spending on EV charging infrastructure will take place in China during
the next decade. China is currently the worlds’ largest market for EVs according to Bloomberg. China’s requirements
for energy security products are massive and growing rapidly due to electricity interruptions, according to Chinese governmental
agencies. According to ABC News, studies suggest more than one million people die prematurely every year from the toxic air that
has engulfed northern China. The Chinese government’s “War on Pollution” will involve the spending of billions
of dollars on renewable energy and the electrification of transportation.

Since 2016, we have been engaged in discussions
and negotiations with various Chinese entities. We have observed the business and negotiation environment to be complicated and
opaque. In April 2018, Envision’s CEO and a delegation from the U.S./China Chamber of Commerce visited China with particular
emphasis on one particular province. We believe that substantial progress was made in negotiating a deal whereby Envision’s
products might be produced for sale in China in a manner which is beneficial to our shareholders. Our strategy is to take no deal,
rather than a poor deal that we do not have full confidence will deliver positive and secure results for the Company. We believe
that we have taken a significant step towards realizing the benefits of this strategy.

We continue to work
with entities such as the U.S./China Chamber of Commerce in an effort to identify other suitable potential partners in China.
We seek to find a partner that can manufacture and sell our products in that region. We have observed that many such entities
exist and we further believe that the Chinese market affords attractive opportunities. In April 2018 Envision’s CEO travelled
to China with a delegation from the U.S./China Chamber of Commerce with the specific intention of meeting with Shanxi Energy and
Traffic Investment Company, LTD. or SETIC, a State-Owned Enterprise (SOE) with approximately 50,000 employees. SETIC is responsible
for major transportation and energy initiatives such as the construction of high-speed rail, the owning and operating of fleets
of public buses and taxis, and the deployment of renewable energy generation. SETIC currently operates 4,000 electric buses and
10,000 electric taxis, and has plans to electrify its entire fleets. They currently lack sufficient charging infrastructure to
service their own requirements and have been tasked by the governing Party in Beijing to expand EV charging infrastructure across
Shanxi Province and the rest of China. Envision and SETIC signed a non-binding LOI which describes the terms and conditions governing
how both parties will form a NEWCO with equal (50/50) ownership. SETIC will contribute the required financial, human and physical
infrastructure resources while Envision will contribute a non-exclusive license to its proprietary technology solutions further
described in this document. The NEWCO will be responsible for the selling, manufacturing and deployment of Envision’s products
in China. On October 16, 2018, a delegation from SETIC visited Envision’s factory to perform due diligence on the Company,
its products and facilities, and to discuss moving forward with the negotiations on a definitive agreement for a new jointly owned
company in China (NEWCO). At the end of a series of meetings, which took place throughout the day, the SETIC delegation reported
to the Company that they were impressed with the Company, its products and facilities. They expressed their intention to return
to Shanxi, China with a recommendation to proceed with the business relationship outlined in the LOI executed by Envision and
SETIC in April 2018, and that they wish to accelerate the pace of negotiations and activities required to that end. Our subsequent
meeting with SETIC in China in January 2019 continued the progress toward achieving a definitive agreement for launching NEWCO.
While this transaction and relationship are not finalized or formalized, we believe that these activities are useful advances
towards our goal of becoming active in the world’s largest and most active EV market. We will continue to endeavor to create
an agreement with a partner in China with whom we can execute a secure and beneficial arrangement for Envision Solar.

We believe that
our international efforts could represent a significant set of new, large, and growing opportunities for the Company to monetize
in the future.

Continue
to Create Innovative Industry Leading Products.

EV Standard™
– We have invented and are in the late stages of product development on, our patent pending EV-Standardproduit
which is, in our belief, the ideal curb side charging solution. We believe that the “curbside” or “on-street”
sector is another area in the developing charging ecosystem which provides major opportunities for us and challenges for our prospective
customers and competitors.

UAV ARC™
We are in the development stage of, and have filed a patent application in the United States for, our new invention
providing for aerial and maritime electric drone charging networks powered by renewable energy and readily deployable. Our electric
drone charging network infrastructure is designed to extend the range and improve the effectiveness of electrically powered drones.

ARC Mobility™
We have observed that the commercialization of our ARC Mobility™ transportation solution has revolutionized
the way that we deliver our EV ARC™ product to our customers. We believe that EV ARC™ is already the most easily deployed
EV charging solution available today. ARC Mobility™ makes it even easier and as a result, we believe it could help increase
the product’s penetration and sales. We have already sold ARC Mobility™ to customers including New York City and Google.

Transformer EV
ARC™
We are starting to see increased interest from overseas markets for our products. We are in the
process of extending elements of our IP protection to Europe and China. The Chinese have issued a Chinese patent for our EV ARC™
and the European Patent Office issued a notice of intent to grant a patent for EV ARC™ on October 15, 2018. In 2016, we
delivered an EV ARC™ to the government of the U.S. Virgin Islands which survived Hurricanes Maria and Irma. We have designed
EV ARC™ to be transportable, and within the Continental United States, we can now transport it using either our ARC Mobility™
trailer or commercial trucking companies. We have invented, tested, and delivered a design modification which allows us to effectively
collapse the EV ARC™ for containerization with a simple expansion process at the destination which does not require sophisticated
personnel, tools or significant time. The United States Patent and Trademark Office (“USPTO”) has issued us a patent
on this technological improvement (Transformer ARC™) on or about March 18, 2018. Our first successful deliveries of such
units were made to New York City during the third quarter of 2015 as well as to the Caribbean and Spain in 2016. Since that time
all EV ARC™ units which have been delivered to customers at locations greater than 1,500 miles from our factory have been
Transformer ARC™ products. Management believes that our ability to ship EV ARC™ products in commercial container units
will allow us to address overseas and distant markets in a way which has not been possible until the successful testing and delivery
of Transformer ARC™, and in a way which we believe no other competitor can match. We believe global growth in EV charging,
Out Of Home advertising, and energy security is vibrant. We believe that our ability to ship products worldwide will allow us
to take advantage of these global opportunities.

Solar Tree®
Structure Product/Technology Development
We are continuing to improve the designs and efficiencies of our products.
Significant emphasis is placed on innovation which we believe enables higher quality with increased deployment efficiency and
reduced deployment risk. Fabrication and installation methodologies which replace labor with mechanized processes are favored.
Our design, fabrication, and procurement processes are under constant improvement to increase efficiency and control costs.

ARC™ Technology
is the integration of storage into all existing Envision products. Battery storage removes the intermittency of electrical
delivery often cited as a reason for not taking advantage of renewable energy. We believe Envision is positioning itself to be
a leader in the convergence of renewable energy generation and storage. We believe our EV ARC™ product is an elegant embodiment
of this convergence. We are currently under contract to deliver our Solar Tree® DCFC with integrated battery storage to the
Fresno County Rural Transit Authority. Our EV-Standard™ product has battery storage as an integral part of its design. Mi
plan to continue to commit engineering resources to this space with the intention of making all products storage capable. la
energy storage market is nascent, and according to industry analysts, poised for growth in the coming months and years. leadership
intends that we be a leader in the integration of renewable energy products with battery storage solutions.

Our Products
can be Used in Multiple Markets including the Out Door Advertising Market (or Out of Home Advertising –“OOH”),
Providing Us with a Unique Opportunity to Expand and Monetize the Markets in Which We Operate.

We believe that
our technology can potentially be monetized in a variety of ways to commercially exploit inefficiencies in certain markets such
as the advertising industry. By offering a unique, appealing and socially worthy outdoor physical platform to host digital and
static outdoor advertising displays or sponsorship and naming rights, we are in a special position to earn revenue in this business.

In November 2017,
we executed an agreement with OutFront Media (NYSE:OUT). The agreement covers the relationship in which OutFront sells sponsorship
and naming rights to networks of EV ARC™ products distributed across major U.S. cities starting in San Diego, California.
OutFront has successfully sold similar deals in the past to fund bike sharing programs and believes that the market for sponsorship
and/or naming rights for highly visible, solar powered EV charging networks may be as or more lucrative than the bike sharing
programs. The business model involves a third party, typically a large corporation looking to enhance its corporate image, paying
a fee for the rights to name or sponsor an EV ARC™ network. The duration of the sponsorship might be three to five years.
The fee is calculated based upon Envision’s selling price of the product and a success fee paid to OutFront Media. Envision
or a related entity would retain title to the units during the term and at the end of the term we would have the right to repeat
the process. We believe that this model may constitute a significant opportunity for growth in the volume of units we deploy,
and also a recurring revenue stream to augment our one-time product sales revenues. We are currently working with OutFront Media
to secure permission from the City of San Diego for our intended use.

We have also secured
an agreement with ACE Parking to deploy EV ARC™ Digital in their parking lots across San Diego, California, and more broadly.
We may also seek an advertising partner or work with OutFront Media to monetize the value of the advertising screens. We have
walked the ACE locations with an OOH company which has confirmed that they will allow for sufficient visibility of our screens
to make an attractive advertising platform. The OOH company identified 60 initial locations in San Diego which the Company believes
will generate advertising revenue using our EV ARC™ Digital. We will continue to seek to develop relationships with OOH
providers. With success in San Diego, management plans to endeavor to expand our EV ARC™ Digital network to other cities.
Management believes that the combination of our transportable, solar powered EV chargers with digital and static advertising may
present a significant growth opportunity for the Company.

Differentiation from Competitors

We believe our
chief differentiators from our competitors are our ability to invent, design, engineer, and manufacture solar powered 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.

· Rapid
                                         deployability and scalability of our products.
We believe that our products are
                                         more rapidly deployed and more scalable than any of the other solutions in the markets
                                         we target. At a time when rapid growth is required in the amount of publicly available
                                         EV charging infrastructure we believe that our ability to deploy permanent solutions
                                         in a fraction of the time and often for much lower costs than our competition is a significant
                                         differentiator.

· Lower
                                         total cost of ownership
. We believe that our reliance on renewable energy sources
                                         such as solar and wind rather than utility provided electricity, combined with our low
                                         or no construction installation requirements, will make our products less expensive to
                                         own and operate in many instances.

· Environmentally
                                         sound approach.
We believe that many of our customers are increasingly aware
                                         of the environmental impacts of their operations. Those customers who are installing
                                         EV charging infrastructure are aware of the pollution associated with transportation
                                         and seek the cleanest method of fueling their vehicles. This is a significant contributing
                                         factor in their choice of electric vehicles. Because our products can be entirely powered
                                         by renewable, clean, solar energy as opposed to grid electricity which is 63% powered
                                         by carbon fuels and nuclear energy in the US, we believe that our environmentally sound
                                         approach will continue to be viewed as a significant differentiator by our customers
                                         and prospects.

Unique
                                         operating capabilities of our products
. We believe that our product’s 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 is a significant
                                         differentiator from our competitors. Our products give our customers ultimate flexibility
                                         in a time of need while also providing operational efficiencies in normal operating conditions.

Strong
                                         patent portfolio to protect our products
. Our ability to create new and patentable
                                         inventions which are marketable and a complex integration of our own proprietary technology
                                         and parts with other commonly available engineered components is a further barrier to
                                         entry for our competition. The resulting products are built to have the longest life
                                         expectancy in the industry while also delivering valuable amenities and potentially highly
                                         attractive revenue opportunities for our customers.

Diversified
                                         product portfolio provides multiple piacok
                                         to monetize.
Envision’s
                                         products are designed to deliver multiple layers of value. Those value propositions include
                                         impact free renewably energized EV charging; media, branding, and advertising platforms;
                                         sustainable and secure energy production and storage; reduced carbon footprint; magas
                                         visibility "green halo" branding; reduction of net operating costs through
                                         reduced utility bills; and revenue creation opportunities through sales of digital out
                                         of home (“DOOH”) media. The Company sells its products to customers with
                                         requirements in one or more of the three markets it addresses. Qualified customers can
                                         also lease our EV ARC™ products through leasing relationships we have developed,
                                         but not yet utilized. Envision’s products can qualify for various federal, state,
                                         and local financial incentives which can significantly reduce final out-of-pocket costs
                                         from our selling price for eligible customers.

Manufacturing
                                         and operating efficiencies
. We believe that the continuation of our strategy
                                         to create highly engineered, highly scalable products that are manufactured in-house
                                         and that are delivered complete or as a kit of parts to the customer site, and which
                                         require minimal planning, entitlement, or field labor activities, is further positioning
                                         us as a leader in the provision of unique and highly scalable solutions to the markets
                                         we target. Our products are complex but standardized, readily deployable and reduce the
                                         exposure of the Company and our customers to the risks and inherent margin erosion that
                                         are incumbent in field deployments.

We have invented
and incorporated EnvisionTrak™, our patented and proprietary tracking solution, into all of our products, furthering the
unique nature of our products and, we believe, increasing our technological leadership within the industry. EnvisionTrak™
is a complex integration of high quality gearing, electrical motors, and controls which are combined in a robust, highly engineered,
and reliable manner. While there are many tracking solutions available to the solar industry, we believe EnvisionTrak™ is
the only tracking solution which causes the solar array to orient itself in alignment with the sun without swinging, rotating,
or leaving its lineal alignment with the parking spaces. We have received a patent on our claims of these attributes. We believe
this is a vital attribute in solar generators in parking environments, since any swinging or rotating arrays could result in impeding
the flow of traffic, particularly first responders such as fire trucks, in the drive aisles. It is a violation of many local codes
to have restricted overhead clearance in the drive aisles. EnvisionTrak™ has been demonstrated, through data obtained from
our customers, to significantly increase electrical production. An additional value is derived from the high visual appeal created
by EV ARC™ or Solar Tree® structures which are tracking the sun in perfect synchronicity. EV ARC™ and Solar Tree®
products incorporate our latest engineering and fabrication improvements. This has allowed us to reduce costs and time to deploy
Solar Tree® structures, and we have seen improvements in the fabrication processes for all of our products. We anticipate
further improvements in future deployments of the products as we incorporate more smart technology, data management and energy
storage capabilities.

EV ARC™ products
fit in a standard legal-sized parking space but they do not render that parking space unusable because vehicles, EV or otherwise,
can park on the high-traction ballast pad. This is a significant differentiator for our product as most commercial and government
owned parking lots have a minimum number of parking spaces which they must provide, according to local codes, to support their
tenants, employees and visitors. Reducing, even by one, the number of available parking spaces might place the building out of
compliance with local and perhaps other codes. We believe that the fact that EV ARC™ does not reduce parking creates a significant
barrier to entry for our competition as our high-traction ballast pad forms part of our patent. EV ARC™ products are delivered
to our customers’ sites ready to operate.

For customer locations
within 1,500 miles of our factory, we use our proprietary and unique transportation system, the ARC Mobility™ trailer (“AMT”).
The AMT is a hydraulically operated trailer which is towed behind a standard one-ton pick-up truck with either a hitch or a gooseneck
connection. The AMT uses hydraulics to elevate the EV ARC™ unit above the ground and fix it beneath the AMT trailer where
it stays during transportation. Upon arrival at the site the driver uses the hydraulic system to lower the EV ARC™ product
into its designated parking space. This process takes as little as four minutes and is performed by one individual with no other
specialized equipment. We typically deliver EV ARC™ products during the night because our target parking spaces are generally
open at that time. For very tight locations we have a small electric powered tug which can maneuver the AMT into locations which
will not accommodate both the truck and the trailer. Destinations which are greater than 1,500 miles from our office are reached
through deliveries by third-party carrier’s trucks and trailers or in standard shipping containers by truck, rail or sea.
Because the EV ARC™ is too large to fit inside a container in its fully erect position we have invented, patented and perfected
a modification to the product which we call Transformer ARC™. Transformer ARC™ products can, using a hydraulic ram,
collapse in upon themselves (stowing) thus presenting a much smaller form factor which will fit inside a shipping container. Amikor
the Transformer ARC™ product arrives at its destination it is un-stowed using the same hydraulic ram and then placed, fully
erect, into its designated parking space. The Transformer ARC™ modification to the EV ARC™ is patented. We believe
that our ability to ship the EV ARC™ in different configurations and by different means is both unique and a significant
differentiator from our competition.

In some instances,
we have integrated a digital, static or scrolling advertising screen onto the EV ARC™ creating the EV ARC™ Media.
These advertising screens are resistant to weather, theft, and vandalism and are powered entirely by the EV ARC™. The introduction
of the advertising screen creates new potential revenue streams for the owner of the EV ARC™ and we believe that this makes
an EV ARC™ a more attractive product for certain prospective customers. This advancement could lead to multiple other similar
uses of our products. Because the EV ARC™ product delivers valuable services such as solar powered EV charging and a secure
energy source which can be used by first responders during grid failures, management believes that the signage, promotion and
advertising may be eligible for permitting where other advertising platforms would be prohibited.

EV ARC™,
the Solar Tree® and EV Standard™ are designed to address the sizable market of EV charging infrastructure. We believe
the current lack of such infrastructure is the single greatest impediment to the adoption of EVs in the U.S. and elsewhere. la
standardized, portable, easily deployable EV charger, which is renewably energized rather than relying on carbon based electrical
energy, would appear to have significant appeal to those who are interested in the proliferation of EV’s and EV charging
infrastructure. We believe no competing company has a similar product, so the Company’s first-to-market position should
create an opportunity for a sizable share in the market interest.

Manufacturing and Operating Efficiency

Through ongoing
operational improvements, cost reductions and increasing sales volumes, we have reduced the total costs for labor and parts for
most individual EV ARC™ products to the point where they are lower than the selling price at the individual product level.
We expect to report overall gross profits on overall sales of our products in the near future as we begin to sell sufficient volumes
to overcome the impact of overhead costs associated with our fabrication facility, which is sized to accommodate significant growth.
Historically, our fixed overhead costs such as rent, insurance and other direct overhead costs were spread across the modest volume
of units we had produced and, as a result, we generally recognized net losses on sales rather than gross profits. We continually
endeavor to make production improvements in both our products and our processes to reduce our manufacturing costs while maintaining
the high quality for which we strive. Since the inception of manufacturing products for sale, we have reduced production costs
by over 50%, and increased the power and performance of those products by 87%. At the same time, we have significantly decreased
the production elements required to produce each unit, reducing the time necessary to complete assembly. As unit sales continue
to increase and are sufficient to overcome certain fixed overhead costs shared amongst all of our production, and we sustain the
trend of reducing our costs through improved economies of scale, production process improvements, and component cost reductions,
management believes that gross profits will be realized and maintained. In 2018 we announced record revenues and declining gross
losses. We believe this is a validation of our assertion that with enough volume we can and will produce positive gross margins.

Művelet

We are headquartered
in San Diego, California in a leased 50,000 square foot building professionally equipped to handle the significant growth possibilities
we believe are in front of us. The facility houses our corporate operations, sales, design, engineering and product manufacturing.

The EV ARC™
and Solar Tree® structures are currently fabricated in this facility. We intend to fabricate EV-Standard™ and UAV ARC™
in the same facility. We have reduced certain direct costs associated with individual products as a result of insourcing fabrication.
We believe we have been better able to control quality as a result of our own in-house manufacturing processes as opposed to outsourcing
this activity as we did in the past. We have made improvements to existing products and are able to introduce new products in
a much more timely and efficient manner. Management believes that the product development process is significantly faster and
less expensive when carried out by an in-house fabrication facility. We sell our Solar Tree® products as an engineered kit
of parts to be installed by third parties employed by the buyer of the Solar Tree® kit. We will continue to deliver our EV
ARC™ product, using the specialized and proprietary ARC Mobility™ trailer, within an approximate 1,500-mile range
of our fabrication facility, and use third party transportation solutions and Transformer ARC™ for greater distances. Our
EV Standard™ and UAV ARC™ will be delivered by third party transportation providers.

Management believes
that the continuation of our strategy to create highly engineered, highly scalable products which are delivered complete or as
a kit of parts to the customer site, and which require minimal planning, entitlement, or field labor activities, is further positioning
us as a leader in the provision of unique and highly scalable solutions to the market markets we target. Our products are complex
but standardized, readily deployable and reduce the exposure of the Company and our customers to the risks and inherent margin
erosion that are incumbent in field deployments. Wherever possible, the components of the Solar Tree® structures are factory
integrated and assembled such that complete assemblies are delivered to customer sites so that they may be erected and installed
by readily available local labor contracted directly by the site host without our involvement. As part of the delivery of Solar
Tree structures to our customers, our design and engineering team has created a detailed, step by step, installation manual that
can be used by any competent construction firm to seamlessly erect and install our structures. With this manual, we believe the
ease of installation can be directly communicated to minimize installation costs and thereby reduce sales hurdles, resulting in
increased sales.

The EV ARC™
product family requires no field installation work and is typically delivered to the customer site by us or by a third-party transportation
company for a fee.

We continue to
bring engineering improvements to our products that are designed to increase the level of standardization and reduce the field
labor and effort required for product deployment. The EV ARC™ is the embodiment of this strategy in that it requires almost
no field activity beyond “parking” it in a space. We have invented and produced the ARC Mobility™ trailer which
is a hydraulically operated delivery trailer that can place an EV ARC™ in its final location in as little as four minutes.

We strive to benefit
by the deliberate continued utilization of certain outsourced resources. While we develop all intellectual property in-house,
product designs are vetted by third-party structural and electrical engineering firms to ensure that the designs meet the local
jurisdictional requirements and codifications for the deployment locations. We believe this further helps dissipate potential
liabilities for the structural and electrical elements by providing additionally insured experts with partial responsibility for
the designs.

Sales and Marketing

Envision uses research
to identify potential customers utilizing the following list of titles: Fleet Managers, Facilities Mangers, Parking Managers,
Public Works, Equipment Managers, City Planners, Acquisitions, Transportation Managers, Sustainability Managers, Environmental
Services, Energy Managers, Engineering and Energy Consultants. This is straight forward in the government space, however, reaching
persons responsible for adopting and implementing EV charging infrastructure in the enterprise space can be challenging and resource
intensive. The challenge for marketing and sales is reaching customers early when they have the initial need and before they choose
a more difficult and costly method of installing EV charging infrastructure.

Envision uses a layered
approach to marketing in support of direct sales, involving a combination of regional and industry focused campaigns, nurturing
campaigns, tradeshows, speaking opportunities, product demonstrations, press releases and social media (Facebook, Instagram, Twitter,
and LinkedIn). We are rebranding and updating our website which will serve as a foundation to connect with our customers, influencers,
investors and enthusiasts. Envision is, we believe, an industry leader in the EV charging infrastructure space and the website
will be used to highlight that with webinars and industry news to automate the education of our markets helping them confidently
make an informed decision about the purchase of our products. Presentation and execution will continue to remain a priority and
we will keep sales and marketing materials updated to ensure messaging is on point and consistent with our product offering, customer’s
needs and industry standards.

We have recently
engaged an artificial intelligence (AI) company, Kriya Ai, to assist us in the identification of prospective customers. We have
previously relied upon manual searches to identify potential leads, using certain characteristics we believe are common amongst
those who might buy our products. The AI tool can be embedded with the same characteristics and once so embedded, will automatically
search the World Wide Web, seeking prospects that meet our requirements. The AI tool will also automate the initial contact with
the prospects thus drastically reducing the time and energy our sales people have to invest in prospect identification. We believe
that a lack of knowledge about our company and products is one of the most significant inhibitors of our sales and as such we
are continuously seeking new ways to efficiently inform potential buyers of our product’s existence. We believe that the
use of AI will play a significant role in our future sales efforts.

Envision products
can have a long sales cycle. This is a sophisticated sale and often a large capital expense for our customers. Sales often hinge
on bureaucratic processes and funding approval. Political mandates do not always equal availability of resources to execute policy
into action. We will continue to strive to increase conversion rates by providing a “boutique like” sales experience
once prospects have been identified. The sales team uses Salesforce to track and maintain contact with customers and Salesloft
to increase the efficiency of campaigns and measure effectiveness. Data metrics and a rigorous evaluation of budgets will
be used to maximize the impact of resources. Our sales team personnel are experts on our products and make sure our products are
selected and designed to exceed our customer's needs.

Historically, we concentrated
a sizeable portion of our resources on product development and engineering. We now have a reproducible suite of products which
address the three market verticals in which we operate (EV charging infrastructure; out of home advertising infrastructure; and
energy security). As a result, we have increased our focus on sales and marketing and intend to continue to grow this focus in
2018. In 2016, we hired employees to form a sales team to sell our products directly through telephone and emailing campaigns.
We believe our sales team has created a significant pipeline of prospective customers and has already converted such efforts into
contracted sales. From this point onward, our sales activities are being undertaken in the following manner: direct sales efforts
undertaken by our “in-house” sales team, direct sales efforts undertaken by other independent contractors, direct
sales efforts as a result of management relationships, and follow-on sales to existing customers. Whenever possible, we will increasingly
use AI and other methods we deem appropriate to identify prospective customers.

Our marketing efforts
are responsible for the generation of many of our sales leads and have included : attendance at trade shows and conferences, often
with live demonstrations of EV ARC™, deliveries of a demonstration EV ARC™ unit to potential customer sites so the
customer can directly experience the benefits of the product, web site and limited search engine optimization, direct electronic
mailings to prospects within our target markets, social media outreach on Facebook, Instagram, Twitter, and LinkedIn, video postings
on YouTube and Vimeo, distribution of printed materials promoting our products, industry speaking engagements and subject matter
expertise panel participation across the United States, with media interviews in print, radio and television. Currently we are
targeting Corporations, outdoor advertising companies, automotive related companies, municipalities, state and federal government
entities, utilities and commercial real estate.

We also have independently
contracted sales resources that are paid based upon performance. They are paid a percentage of revenue only when we actually receive
payment from our customers. Our team will assist such contractors in the creation of proposal documents when the prospective sale
appears to warrant the commitment of resources to such an activity. These contractors are responsible for their own costs except
in some instances where the Company’s management pre-approves an expenditure aimed at winning a sales contract.

We continue to
explore the use of sales channels to communicate the value of and sell our products. Examples of the types of channels we seek
are: upstream vendors such as solar module manufacturers, inverter manufacturers, battery manufacturers, EVSE manufactures, EV
charging service providers, Outdoor advertising companies, General contractors, Architects, and Engineers and consultants.

During 2016, we
added multiple members to be a part of our national sales team, including a new director of sales and business development who
is a former Navy Seal Intelligence Officer, as well as developed national sales strategies. We continue to pursue and make progress
on promising sales opportunities. Using our contracts with the State of California and the City of New York, we continue to garner
sales and add new government customers. We have received follow on orders from New York City, Caltrans and others, and added new
California ordering departments. We believe we are going to secure new orders from other agencies. We continue to have discussions
with other governmental and private sector organizations which management believes will result in near term future orders. Additionally,
we have been delivering our EV ARC™ on our ARC Mobility™ trailer to a variety of locations during a “Guerilla”
marketing road show. The EV ARC™ is being delivered to corporate campuses in major California metropolitan areas such as
San Diego, Los Angeles, San Francisco and Silicon Valley. We pre-announce the free availability of solar powered EV charging –
“Driving on Sunshine” – through the human resource and marketing departments of the host companies. It is hoped
that the host companies and their employees will see the ease of deployment and the value of highly visible solar powered EV charging,
and as a result, buy our products. We believe that this has been a good way to raise awareness about the unique values that our
products deliver.

In December 2017,
we hosted our first community outreach event showcasing Envision’s products at our factory in San Diego, California. plus
than 100 local government and private sector workers who had expressed an interest in learning about our products attended. Nál nél
a certain point in the evening we demonstrated the delivery of an EV ARC™ product to a parking space in our lot. We timed
the delivery from the time our delivery truck crossed the property line to the time that an EV was plugged in and charging on
the EV ARC™ product. In this manner we were able to demonstrate, to a large number of potential prospective buyers, our
ability to deploy an EV ARC™ in as little as four minutes. We believe that this educational outreach was a success and that
it has resulted in an enhanced understanding and awareness of our products value and capabilities. We have executed more community
outreach events and plan for multiple locations across California, which started in Orange County in March 2018. Our intention
is to educate the broadest possible audience to our products’ capabilities. We intend to video the more polished performances
and use those to reach a much wider audience across the Internet and social media.

Major Customer
szerződések

In 2017 and 2018,
we have had two major customers, the State of California and the City of New York, that have accounted for a substantial portion
of our revenue. Indeed, during this period, over 90% of our revenue came from government customers. The following summarizes
the basic terms of the current contracts with the State of California and the City of New York:

City of New
York Requirement Contract
. As of March 17, 2017, the Company received a Requirement Contract from the City of New York
(the “NY Contract”) for 36 EV ARCs™ and one ARC Mobility™ trailer, all of which have been delivered,
for a total contract price of $3,797,710. The NY Contract is a purchase order under the Company’s master contract with the
City of New York. The term of the NY Contract commences on April 17, 2017 and expires on April 16, 2020. When delivered, each
unit must be ready for operation. The NY Contract requires the following warranties: at least three years for each complete unit,
and 25 years for each photovoltaic (solar) panel, five years for each solar inverter, and two years for each integrated battery
solution within each complete unit. We pass through our vendors’ warranties on components such as solar modules and some
other long-term warrant items. On September 10, 2018, the Company received a new $3,300,000 order from the City of New York
for 50 EV ARC™ units of which the Company delivered 16 such units during 2018 for a contract price of $1,054,560. The Company
intends to deliver the remaining units on the purchase order during the first half of 2019.

Contract with
the California Department of General Services
. On June 12, 2015, the Company’s bid for solicitation was accepted
by the California Department of General Services (the “California Contract”). The term of the California Contract
is for one year with two extension options for one year. The California Contract permits California state and local government
agencies, including cities, counties, special districts, California State universities, University of California systems, K-12
school districts, and community colleges, to purchase EV ARCs™, ARC Mobility Trailers, and related accessories from the
Company. As of December 31, 2017, the Company had sold a cumulative total of 38 EV ARCs™ for a cumulative total of $2,365,844
through the California Contract. As of December 31, 2018, the Company had sold a cumulative total of 58 EV ARCs™ for
a cumulative total of approximately $3,610,980 through the California Contract. In June 2018, our contract with the State
of California was renewed for up to four more years (two years with two additional one-year options), and its scope was expanded
to include more of our products, including our EV ARC™ HP DC Fast Charging Electric Vehicle Autonomous Renewable Charger,
with a State estimated value of over $20 million.

New Patent Applications, Products and Technologies

We believe that the
improved EV charging experience offered by the EV-Standard™ design will be a differentiator for our company in a potentially
very large market. On street, or curbside, charging is considered by many jurisdictions to be an important factor in the future
EV charging infrastructure mix. This is particularly true in cities like New York and San Francisco where many residents have
to park their vehicles on streets and therefore cannot take advantage of EV chargers deployed in parking lots or residences. Ban ben
New York City many of the city’s fleet vehicles also park on street at night time. While we are supplying our EV ARC™
products to charge New York’s fleet vehicles in parking lots, they seek solutions to charge those vehicles which are parked
on the street most of the time. Furthermore, we have learned from California’s Energy Commission (the “CEC”)
that as few as one in seven Californian apartment dwellers park their vehicles close enough to an electrical circuit to charge
their vehicles overnight, even if there were EV chargers installed at those locations where circuits do exist. CEC states that
this will mean that an increase in work place and on street charging must take place if California’s electrification goals
are to be met. We currently provide work place charging to certain departments and government agencies of the State of California
through our EV ARC™ product. We believe that EV-Standard will become an excellent choice for California, New York and many
other cities across the United States and the world as a viable and reliable on-street EV charging solution, and as such, we believe
that EV-Standard™ represents an important opportunity for future growth. Like the EV ARC™ and Solar Tree® products,
the EV-Standard™ will not rely upon a grid connection and will be able to continue to charge EVs during black-outs or other
grid interruptions.

Envision continues
to identify other complimentary product offerings and enhancements to current offerings, and is in the design, engineering, and
patenting phase on certain such products, including without limitation its new UAV ARC™ drone charging infrastructure product
for which it recently filed a new patent application in the United States.

Intellectual Property

Envision owns the
registered trademark Solar Tree® structures. The Company has been issued five patents: one directed to Solar Tree ® structure
(patent No. 7,705,277), one directed to EnvisionTrak™, a dual-synchronous tracking system for its solar products (patent
No. 8,648,551), one directed to EV ARC™ product (patent No. 9209648), one directed to Transformer ARC™ (patent No.
9,917,471) and one directed to EV ARC™ product in China (Patent No. 201380042601.2). Additionally, on October 15, 2018,
the European Patent Office issued a notice of intention to grant a patent for our EV ARC™ product in Europe (European Patent
No. 13828020.1). Our EV-Standard™ product is currently patent-pending. Our patented Transformer ARC™ product is patent
pending in China. Our UAV ARC™ product is currently patent pending.

Competitors

The markets we
address can be intensely competitive. The products we produce are chiefly designed to offer an alternative to traditional, utility
grid-tied EV charging infrastructure. As such we are subject to competition from a number of companies which are involved in the
design, construction and installation of fixed grid-connected EV charging stations that depend on the utility grid for a source
of power, and on the construction and civil and electrical engineering services required for the installation of traditional infrastructure.
Rather than competing with specific companies, we instead offer a turnkey technology product solution which competes with an entire
ecosystem involving the design, engineering, permitting and constructing of civil projects. A potential customer for our products
can chose between buying and installing our turnkey product or engaging a company, or group of companies, to provide the services
which, in the end, provide essentially the same services and amenities as our transportable, rapidly deployable solutions. Such
a group might include architects, civil engineers, electrical engineers, zoning specialists, consultants, general contractors,
electrical contractors, and EVSE vendors. We are not aware of any other Company which offers a product which competes directly
with ours, rather, we compete with a wide range of vendors and providers who offer the components of an end solution which our
products provide in a single package. Whether we are targeting EV charging, outdoor media or energy security, our chief differentiator
is our ability to enable these services and amenities without the requirement for constructed and permitted supporting infrastructure.

EV Charging

The EV charging sector is growing rapidly
with many companies playing different roles in the space. Companies such as Schneider, Eaton, AeroVironment, and Bosch manufacture
EV charging units but do not offer charging services. Companies such as Chargepoint and Blink (NASDAQ: BLNK) offer EV charging
services and hardware but not, typically, installation. It is possible that we have competed for customers with the above-named
vendors, however, in most cases we do not find ourselves competing with them because our products often incorporate their products
and as such, rather than competing with them we are creating opportunities for them which they would have missed if they relied
solely upon traditional grid tied installations. In some instances they introduce our products to their customers. A good example
of our partnering with a company which can be viewed as a competitor is that all of the EV ARC™ units we sell to New York
City have ChargePoint EVSE (the actual EV charger) installed on them. We are not competing with ChargePoint, we are partnering
with them to serve New York’s requirements. It is important to note that while we are involved in the EV charging market,
we do not provide an EVSE solution, rather, we enable other best of breed EVSE solutions by providing a source of energy and a
mounting asset for them.

There are many
companies which offer installation services for the EV charging market. They are typically from electrical and general contracting
backgrounds as well as some larger project management firms such as Black and Veatch, Bechtel, CH2M Hill and AECOM. They aggregate
the disparate and fragmented service providers performing traditional construction services which have, until the introduction
of our technology alternatives, been essential for the installation of EV chargers. We could be said to compete with these sorts
of providers because our products essentially negate the need for the services they provide. There are one or two companies which
are endeavoring to find ways to monetize EV charging beyond generating revenue from services or hardware. These activities compete
with our outdoor media initiative in that they attempt to use alternate sources of revenue to support EV charging infrastructure
and to generate a profit. Volta is a San Francisco based EV charging company which derives revenue through the sale of advertising.
Volta gives charging away for free. They are deployed in a small number of shopping malls and other locations. Volta is a privately
held company that recently raised $35 million from investors such as GE Ventures, Orsted Venture, nautilus Venture partners, Idinvest,
Virgo Investment and Autotech Ventures. Many solar companies are now fixing EV chargers to their parking lot structures and some
are offering packages combining solar rooftop installations and EV charger installations for the residential market place. These
installations are almost always grid tied and do not include energy storage. We know of no other company that has a fully self-contained,
transportable, autonomous, solar powered EV charging solution, and we know of no other company that offers a product which delivers
DC fast charging solely from solar generation.

We also face competition,
to some extent, from entities which are offering free or discounted EV charging infrastructure to our prospective customers. Utilities
such as the three large IOUs (investor owned utilities) in California (SDG&E, PG&E, SCE) have successfully lobbied the
CPUC for permission to rate base the costs of installations of EV chargers. As a result, they can offer the installation, or “make
readies” of electrical circuits and other civil infrastructure, for a lower price or in some instances for free, to certain
customers. We have found that the types of locations and the types of customers to which these benefits are offered are limited
and generally do not compete with our solution. The perception amongst our prospective customers that they might qualify for cheap
or free installations can, however, complicate our selling process. SDG&E is already using our products, and we are endeavoring
to sell our products to PG&E and SCE as well. We believe that we can reduce the negative impact of the competition we face
from utilities by demonstrating to them that they can benefit from using our products in the same way that our other customers
do, thus converting them to customers and sales channels for our products. In any event, the utilities which do offer discounted
installations do not compete with our products post installation where our products offer a life time of free electricity, and
the ability to continue delivering EV charging and emergency sources of power during black-outs.

Another example
of an entity which is providing free or discounted EV charging infrastructure is Electrify America (EA), the EV charging provider
born out of Volkswagen’s “Dieselgate” settlement with the US government. Electrify America is required to spend
approximately $2B on EV charging infrastructure ($800M in California) to satisfy the requirements of the settlement. Because EA
is paying for some or all of the installation costs associated with the EVSE it deploys, it can compete with us for customers.
The provision of the supporting infrastructure is, however, a cost center for EA and not core to its business model. Accordingly,
we are in the process of endeavoring to add EA as a customer to enable EA’s EVSE to compete with traditional providers.
We believe that in many cases our products will offer a superior and less expensive solution for EA’s requirements. We believe
that we can add EA as a customer and reduce its impact as a competitor.

Below is a table
showing a comparison between our EV ARC™ product and all the other offerings we can find, which claim to offer at least
some of the same attributes:

Outdoor Advertising

Envision’s
role in the outdoor advertising space is currently anticipated by management to be one of delivering hardware solutions in the
billboard, street furniture, and digital signage space. There are large well-established companies such as JC Decaux and Outfront
Media (NYSE: OUT) (with whom we have a contract) which specialize in the sale of advertising and also in the production of street
furniture solutions. Other vendors in the space include Daktronics which makes digital billboards and street furniture. We have
met with both companies and determined that they do not have a transportable solar powered solution. They have expressed that
they recognize the value of EV charging infrastructure as a platform for DOOH. They could potentially compete with us if they
determine to invest in developing solar powered products, however, we believe that our patents cover aspects of our product that
are crucial to its success.

There are many
companies which specialize in the placement of outdoor content on existing infrastructure, including but not limited to Capitol
Outdoors, Vistar Media, EMC Outdoor and Outfront Media. We are under contract with OutFront and in contact with some others and
intend to be in contact with more advertising media firms to educate them about our products. These companies can be seen as competition
as they are in the business of taking as much of the market share as they can for outdoor advertising content. However, they do
not always produce hardware. With that in mind we see these companies more as potential partners than competitors. Perhaps one
of the most interesting entrants into the outdoor digital content placement market is Google. With its announcement of time and
place-based content dispersal on outdoor digital screens, Google is taking its advertising placement technology outdoors. Google
has several solar and energy projects underway and as such, could create solar powered outdoor advertising technologies. Google
is currently a customer, purchasing EV ARC™ products for EV charging on its campuses.

The large outdoor
advertisers such as ClearChannel, Outfront Media, Lamar and JC Decaux have combinations of larger format billboards, digital billboards,
screens and street furniture. They use combinations of in house and outsourced resources to acquire hardware. We are not aware
that any of them currently have solar powered solutions such as those that we offer, however, we have seen each of them pay close
attention to sustainable options such as using solar panels adjacent to billboards to power them. We will endeavor, wherever possible,
to sell products to these companies. Each of them could create competing products to our products, however, we believe that our
patents cover aspects of our product which we believe to be crucial to its success.

Energy Security

Our focus in energy
security is to produce solar powered products which include battery energy storage and which can dispatch power during times of
grid or hydrocarbon fueled generator failure. There are many companies, both large and small, with solar energy solutions, many
with battery storage solutions, and many with combinations of both capabilities. As our focus is on creating products from the
combination of solar power generation (wind power is only contemplated for our patent pending EV Standard™), and
energy delivery and storage, we view the competition from companies producing these types of solutions to be most relevant to
our business. Companies in this space range from small startup companies like Green Charge Networks to behemoths like General
Electric and NEC. Siemens, Eaton, Schneider and other large electrical component companies are all also working on combined renewables/storage
product solutions. We are in contact with all these companies and have not observed that any of them have a product which provides
all the same value and differentiation that our EV ARC™ product delivers.

While we believe
that our proprietary designs and our deployment strategies differentiate us from our competitors in the market, there is no assurance
that our business, operating results, and financial condition will not be materially adversely affected by our competitors.

INDUSTRY OVERVIEW

Our Target Markets – EV Charging

For the first time
in more than a century’s history of the gasoline powered automobile, we are witnessing the beginnings of a major shift in
how we fuel transportation. Although electric vehicles (“EVs”) were prevalent at the birth of the automobile era they
were replaced entirely by vehicles with internal combustion engines (“ICEs”). A multi trillion-dollar industry was
developed around the sourcing, refining and delivery of hydro-carbon fuels for transportation. Today, Americans spend about half
a trillion dollars each year on fuel for internal combustion engine vehicles. The petroleum industry has shaped the history of
the 20th and the first part of the 21st centuries.

At the government
level, nations such as China, the United Kingdom, France, Norway, India, the Netherlands, Germany, and others are either banning
ICEs outright within the next two decades or strongly considering such bans. Tax incentives, grants and other funding for EVs
and EV charging infrastructure are common across the globe. China’s president Xi Jingping has recently mandated the deployment,
in China, of 4.8 million EV chargers by 2020 with a strong emphasis on renewable energy and pushing EV charging infrastructure
into rural and poor communities where utility grid connections are often insufficient to support this new load. Envision recently
received a Chinese patent for its EV ARC™, solar powered EV charging product. Morgan Stanley estimates that Western Europe
will need three million EV chargers by 2030. We also intend to assertively expand our presence in the European Union, where we
currently have a cooperation arrangement with a local company in Spain, which may become the springboard for eventual manufacturing
and sales of our products in the European market.

Following are a
sampling of headlines taken from recent press describing EV incentives globally. The list is not exhaustive:

· Subsidies help
                                         China sell the most electric cars
· China extends
                                         tax rebate for electric cars, hybrids
· Germany officially
                                         announces a €4,000 incentive for electric vehicles starting in May
· France plans
                                         new incentives to phase out polluting vehicles
· French families
                                         encouraged to switch to electric cars with new subsidies
· UK announces
                                         important £500 million electric car support for infrastructure and rebate
· Spain finalizes
                                         plan for electric vehicle incentive and infrastructure funding
· Electric Car
                                         Incentives In Norway, United Kingdom, France, Germany, Netherlands, and Belgium
· Reality of subsidies
                                         drives Norway’s electric car dream
· Tax breaks and
                                         incentives make Europeans buy cleaner cars
· Australia Initiates
                                         Push for Electric Vehicles with Plans for Incentives
· Hybrid and electric
                                         vehicle growth in India driven by government incentives and changing customer attitudes
· Partnerships,
                                         incentives to get India to 2030 fossil-fuel vehicle ban
· B.C. illesztőprogramok
                                         can get up to $12K incentive to buy electric vehicle
· Sweden Offering
                                         Huge Tax Rebate on Electric Vehicles
· New Zealand announces
                                         EV incentives
· Mexico's e-car
                                         users get incentives
· Costa Rica Approves
                                         Incentives for Electric Vehicles
· Puerto Rico offers
                                         excise tax breaks on hybrids, electric vehicles
· Japan Continues
                                         to Offer Electric Vehicle Incentives
· Dubai announces
                                         new electric vehicle incentives
· Dél-Afrika
                                         Offers Up Unique Incentive for Local Electric Vehicle Manufacturers

Local and State government
activities in the U.S. go beyond offering tax incentives. For example, the City of New York is currently replacing its entire
city-owned fleet with EVs. At time of writing, New York City owns approximately 1,700 EVs and is scheduled to own over 2,000 by
the end of 2018, according to the Director of Fleet Sustainability of New York City. The State of California has mandated that
5% of all government-controlled parking spaces must be EV ready by 2022 and California’s department of transportation, Caltrans
(along with many other departments), is rapidly electrifying its fleet of sedans. Over 35 California mayors, including the mayors
of Sacramento, Los Angeles, San Francisco, Oakland and San Jose, have signed an open letter to the California Air Resources Board
urging the agency to accelerate the deployment of zero-emission buses. In September 2018, Governor Brown issued a further executive
order setting out a goal for California to be carbon neutral by 2045, meaning that all the electricity consumed in the state will
have to come from renewable sources. Both New York City and the State of California have signed multi-year, multi-million dollar
purchasing contracts with Envision and are currently power users of our products.

Federal agencies
such as the Department of Energy (“DOE”) are also electrifying their fleets. The DOE consumes 400 million gallons
of gasoline each year and is actively working to reduce its reliance on carbon fuels. As a result, it is converting fleet vehicles
from ICEs to EVs. The DOE is a repeat customer of Envision as is the Department of the Navy.

Even war fighters
are moving to electric vehicles. The U.S. Marine Corps recently tested tactical electric vehicles at a future war fighting training
exercise at Camp Pendleton in California. ICEs require liquid fuels which have to be transported to forward operating bases (“FOB”).
Diesel can cost as much as $1,000 per gallon to deliver to a FOB and numerous lives have been lost in the process. ICEs are also
loud and generate a heat signature which makes them vulnerable to targeting and highly visible at night. EVs do not require liquid
fuels, are very quiet and do not generate exhausts and heat. (The U.S. Marine Corps used Envisions EV ARC™ product to fuel
the tactical EV it tested at the event described above). Marine Corps General Robert Neller stated that what Marines really need
“is a way to recharge batteries—or maintain a sort of expeditionary power capability that doesn’t cause me to
pull a wagon or something.” Envision’s products reliably produce power wherever they are located and do not require
any other source of fuel.

Following are a
sampling of headlines taken from recent press describing EV incentives in various U.S. states. The list is not exhaustive:

· New, bigger incentives
                                         for electric cars could be ahead in California
· PG&E Customers
                                         Eligible to Save $3,000 on a New Nissan LEAF Electric Vehicle
· Buying an electric
                                         car in Colorado just got $5,000 cheaper
· Connecticut Starts
                                         $3,000 Electric Vehicle Rebate Program
· Delaware finally
                                         adjusts green car incentive program to boost EVs
· Delaware Now
                                         Offers $2,200 EV Rebate + $500 EVSE Incentive
· Electric vehicle
                                         tax credit resurrected in [Atlanta] General Assembly
· Bill to Extend
                                         Maryland EV Tax Credit Moves Forward
· Massachusetts
                                         & Maryland Join In On $3,000 Off 2018 Nissan LEAF
· Electric-car
                                         boosters offer Minnesotans a rebate
· State Of New
                                         York Says 5,750 Drive Clean Rebates Claimed In First Year
· New York sees
                                         big jump in electric vehicle sales after rebate goes into effect
· Nissan $10,000
                                         Rebate For North Carolina Residents
· Customers in
                                         AEP Ohio territory can get $10,000 off Nissan Leaf purchase
· Oregon passes
                                         electric-car purchase rebates up to $2,500; new EV fees delayed to 2020
· Pennsylvanie
                                         awarding up to $5M to support alternative fuel transportation initiatives
· More charging
                                         stations, plus R.I. rebate program, equals more-convenient electric cars
· Vermont utility
                                         offers $1,200 electric vehicle rebate
· Virginians will
                                         get 10% up to $3,500 back on EV purchases if new law passes

The private sector
is also actively engaged in the deployment of EV charging infrastructure. There are companies whose core offering is supporting
EV charging as a service, such as Chargepoint and Blink (NASDAQ:BLNK). The most aggressive private sector focus on EV charging
infrastructure is coming from businesses which seek to attract EV drivers and be ready for them in the future. Companies are offering
workplace EV charging for employees as a means to reduce the company’s carbon footprint, and as an essential recruiting
and retention tool. As more customers and employees drive EVs, so then must more businesses and employers offer EV charging to
satisfy this new need. Google, Johnson and Johnson, McDonalds, Dell and Genentech are good examples of the sorts of companies,
which are offering EV charging for their guests and employees. All of these named companies are current or former Envision
customers and using or have used our products. There are also other less obvious new entrants in the EV charging space. Ban ben
2017, Shell Oil bought New Motion, one of Europe’s largest EV charging providers. Shell (NYSE:RDSA) is also installing EV
chargers in its gas stations in Europe. This is the first move by a major oil company into the EV charging space but there is
much evidence to suggest that the others will follow suit. Currently major oil companies like Total are also invested in renewable
energy. Total owns a large percentage of Sunpower (NASDAQ: SPWR).

As a result of
a settlement with the U.S. government over the “Dieselgate” scandal, Volkswagen has formed Electrify America, a company
which will deploy EV charging infrastructure. The settlement calls for VW to spend $2 billion dollars on EV charging infrastructure
during the next decade with $800 million in California. Electrify America is a potential customer for Envision as they will need
a variety of solutions to meet their mandates. We are in regular contact with them.

The automotive
industry in general is actively growing its electric vehicle initiatives. Every major automotive original equipment manufacturer
(“OEM”) has announced plans to electrify some or all of its available portfolio of products. Following are a sampling
of headlines taken from recent press describing the OEMs actions. The list is not exhaustive:

· VW plans 16 new
                                         EV plants – one in North America
· VW to spend $50B
                                         by 2023 on an “electronic offensive”
· Volvo expects
                                         half its sales to be pure electric vehicles by 2025
· Volvo to electrify
                                         all cars from 2019: 'end of internal-combustion engine alone'
· BMW: 25 Electrified
                                         Models To Arrive By 2025, 12 Of Which Will Be Fully Electric
· Rolls-Royce may
                                         be electrified due to demand
· Jaguar Land Rover
                                         to Electrify Its Entire Lineup by 2020
· Who's going all-electrified?
                                         Volvo, then Jaguar Land Rover, now Lincoln
· BMW Targets Upwards
                                         of 100,000 Electrified Vehicle Sales In 2017
· GM's Future:
                                         20 All-Electric Vehicles by 2023
· Ford Promises
                                         Performance Electric SUV & 40 Electrified Models By 2025 In $11 Billion Push
· Hyundai and Kia
                                         to Have 26 Electrified Models by 2020
· INFINITI To Build
                                         Five New Models In China And Electrify Its Portfolio
· Infiniti Will
                                         Be “All Electrified” After 2021, Says New Report
· Ford Plans To
                                         Electrify Trucks, SUVs and the Mustang
· Ford plans $11
                                         billion investment, 40 electrified vehicles by 2022
· Nissan targets
                                         sales of 1 million EVs annually by 2022
· Tesla expands
                                         electric-vehicle portfolio with first truck and an updated roadster
· Honda (“HMC”)
                                         to Launch Electric Cars in Europe and China
· Honda’s
                                         ‘Electric Vision’ – two thirds of European sales to feature electrified
                                         powertrains by 2025
· Honda to electrify
                                         two-thirds of its vehicle portfolio by 2030
· Toyota says all
                                         its cars will have an electric or hybrid option by 2025

The adoption of
EVs by individuals is still relatively low in absolute numbers but the trends show significant growth even in the face of cheap
gasoline. According to International Energy Agency (“IEA”) analysis, registrations of electric cars hit a new record
in 2016, with over 750,000 sales worldwide. According to Bloomberg, over 400,000 EVs have been sold in the second quarter of 2018.
With a 29% market share, Norway has incontestably achieved the most successful deployment of electric cars in terms of market
share, globally. It is followed by the Netherlands, with a 6.4% electric car market share, and Sweden with 3.4%. The People’s
Republic of China (hereafter, “China”), France and the United Kingdom all have electric car market shares close to
1.5%. In 2016, China was by far the largest electric car market, accounting for more than 40% of the electric cars sold in the
world and more than double the amount sold in the United States.

The global electric
car stock surpassed 2 million vehicles in 2016 after crossing the 1 million threshold in 2015, and exceeded three million vehicles
by November 2017. In the third quarter of 2018, the electric vehicle stock increased to four million.

Global EV Adoption 2010 to 2016

Until 2015, the
United States accounted for the largest portion of the global electric car stock. In 2016, China became the country with the largest
electric car stock, with about a third of the global total. With more than 200 million electric two-wheelers, 3 to 4 million low-speed
electric vehicles (“LSEVs”) and more than 300 thousand electric buses, China is also by far the global leader in the
electrification of other transport modes.

The growth rates
in electric vehicle sales and, as a result, the requirements for supporting infrastructure are impressive. To date, the deployment
of electric vehicle service equipment (“EVSE”) has not met the goals set by federal or state governments or any of
the larger companies currently engaged in the space. The reasons for the delays are numerous but the main impediments include
the following:

a) Site
    Acquisition – identifying and leasing/controlling locations

b) Entitlement
    – permitting and zoning requirements

c) Civil
    Works – foundations and trenching

d) Inability
    to move the EV charger once deployed

e) Energy
    – sources and cost of energy

f) Megbízhatóság
    – EV chargers will not work during utility grid interruptions

g) Telemetry
    – communications with the EV chargers

As the number of electric
cars on the road has continued to increase, private and publicly accessible charging infrastructure has also continued to grow.
In 2016, the annual growth rate of publicly available charging (72%) was higher than, but of a similar magnitude to, the electric
car stock growth rate in the same year (60%). We have observed that the rate of sales of our products tracks the growth in EVs.
Bloomberg forecasts that there will be 559 million EVs on the road worldwide by 2040. The current ratio of EVs to EV chargers
in the world is approximately eight to one, and it is expected that the EV to EV charger ratio will need to be at least two to
one by 2030. Even at eight to one, the world will need at least 70 million chargers by 2040, or an average of approximately 3.3
million new chargers every year from 2019, and more than twice that many if all fleets electrify. Many cities across the United
States, including Atlanta, Los Angeles, San Francisco, San Jose, Pittsburg, New York and Newark, are transitioning to electric
fleets according to the U.S. DOE.

The demand for electrical
power to EVs is accordingly expected to increase at an accelerated pace. The United States is expected to require an extra 1.5
TWh of electrical power daily to charge EVs (10TWh is the total daily consumption in the U.S. today). Power plants and the grid
require significant upgrades to meet demand and may take decades to catch up. Based on discussions with customers, management
believes that a linear foot of wired trench in New York City costs $2,000. EV ARC™ provides significant cost savings. Minden egyes
EV ARC™ produces approximately $80k of electricity as compared to civil costs for grid-tied EV charging installations of,
for example, approximately $2,000 per linear foot of wiring in New York City.

Source: Bloomberg
New Energy for the EV information and the Company for EV ARC™ sales

Traditional thinking
within the EV charging industry has been that individuals will choose to charge at home and to a great extent this has been true
for the early adopters of EVs who have typically been well-off and owners of their own homes. As EVs become more mainstream, solutions
will have to be found for the 70% of Americans who do not own a single-family residence. The California Energy Commission (“CEC”)
recently published a study in which it concludes that only one in seven Californians apartment dwellers lives in an environment
where they can reasonably expect to charge an EV at home. This leaves six of seven Californians in need of alternate charging
opciók. We believe, historically, that California’s results will be similar across the nation and even more pronounced
in Europe and Asia where far larger sections of the population live in multi-dwelling units (“MDU”).

Fortunately, there
are options for current and future EV owners. An immutable link exists between car ownership and travel to destinations, be those
trips for work, shopping, leisure, education or any number of other options. People with cars go places and when they get there
they tend to dwell for a while. In fact, the average privately-owned sedan in the U.S. spends 95% of its time parked. Typical
parking spots offer excellent environments for EVs to re-fuel opportunistically while the owners happen to be at the location
for whatever reason originally took them there. Workplace, retail, healthcare, leisure, education – all of these environments,
and any others with parking, offer excellent opportunities for the majority of EV owners to refuel. According to the Department
of Transportation, the average American sedan travels 31.4 miles each day. A typical Level II EV charger delivers 25 miles of
charge to an EV in an hour. In other words, 45 minutes charging at the supermarket and another 45 minutes charging at work delivers
more miles than the average driver requires in a day – and that’s without charging at home. Most full-time employees spend
at least 6 hours at work each day giving them the opportunity to pick up almost five times the electricity they need to fuel their
daily driving needs in each shift at work. We believe that this paradigm shift in fueling behavior will contribute significantly
to consumers’ adoption of EVs because it will mean the end of destination fueling. No longer will consumers make special
trips to a location (gas station) to fill their cars with fuel. Rather they will fuel, opportunistically, where they were already
going. We believe that consumers will fill their cars in the same way that they fill their cellphones today – whenever they
are near a charger, and while they are sleeping, working, eating or doing anything other than actually driving.

Battery Electric
Vehicles (“BEVs”) are becoming more affordable with the release of each new model. The Chevy Bolt delivers 240 miles
of range for around $30k after tax incentives. The Tesla 3 does more or less the same. The average American spends around $5k
per year on fuel and maintenance for their ICE. EVs have far lower fuel costs and practically no maintenance. When considering
the reduced annual operating costs it’s hard not to view EVs as competitive today, with or without tax incentives. BEVs
are also delivering longer driving ranges, though this may not be necessary in light of peoples’ actual driving habits.
In fact, there is a strong argument to suggest that the Chinese model of producing lots of lower range vehicles and ensuring that
there is ubiquitous charging infrastructure makes more sense than having every vehicle carry around sufficient batteries to support
trips that most people rarely, or never, take. Most Americans would not need an EV with a range of greater than 50 miles if they
knew that they could reliably charge every day. As batteries continue to be the largest (though falling dramatically) cost contributor
to the price of an EV, this would offer a simple and obvious way to further reduce the cost of EVs and increase their range (through
reduced weight) in the future.

While Tesla is the
recognized leader in the EV space today, it must also be recognized that all of the major automobile manufacturers have plans
for all electric product line-ups. In most cases those plans are for exclusively electric line ups, and in some cases automotive
OEMs describe a future where their entire portfolio is available in an electric format even if they plan to retain some ICEs for
the time being. Consumer choice will flourish as an example of the major OEMs shifting to electric. Ranges may continue to increase,
and costs may continue to come down. In a decade or so we believe that car dealerships will offer a wider variety of EVs than
any other solution and that those EVs will be better, offer more options and be less expensive than the ICE alternative. We believe
it could be said that for the first time in over one hundred years we have Moore’s Law in transportation. EVs may improve
so dramatically and so quickly that the ownership experience will be closer to that of the laptop or the smart phone. Valójában,
studying the adoption curves of both those relatively new technologies might, we believe, be a useful data source when trying
to forecast the consumer adoption of EVs, and therefore EV charging infrastructure in the coming years.

Autonomous
Vehicles will add to charging infrastructure requirements
.

Autonomous vehicles
(AVs) are receiving increasing press coverage and, significantly, increasing investment from national and international participants.
On October 4, 2018 the Wall Street Journal reported that Honda will invest $2.75B in GM’s self-driving car unit, GM Cruise.
Japan’s SoftBank Group has already invested $2.2B in GM Cruise. Ford has set up the Ford Autonomous Vehicle Unit, Fiat Chrysler
has joined a BMW led consortium which includes Intel and Mobileye, with the aim of producing fully automated vehicles by 2021.
Toyota announced in August that it would invest $500 million in Uber to jointly develop autonomous vehicles, and Google parent
Alphabet continues to invest in Waymo. According to CB Insights there were 46 corporations developing autonomous vehicles as of
September 2018.

While there are
many approaches to evolving AVs, one constant is that in almost every case the vehicles themselves are or will be electric vehicles.
An increase in the volume of electric AVs will mean a requirement for an increase in the availability of EV charging infrastructure
which, we believe, further supports our business model.

Fueling AVs will
generally require automated fueling infrastructure. Currently the two proposed methods to address this requirement are robotics,
which connect a conductive charging cable to the vehicle, and wireless or inductive charging which enables the vehicle to charge
without physically connecting to the EV charger. We believe that wireless charging will prevail because it is a proven technology
which is already working in the market and because it is less complex, costly and prone to failure than robotic connections. Mi
believe that our products are ideally suited to support wireless charging because the requirement for a power transmitter below
the vehicle will easily be supported by our EV ARC™ product with its integrated base pad (into which we can imbed the power
transmitter at the factory). A grid tied charger will require further permitting and construction work to facilitate the installation
of the power transmitter into the parking surface.

Whether EVs are
autonomous or driven by humans and whether they charge wirelessly or conductively, we believe that all eventualities will lead
to a requirement for more charging infrastructure which will in turn benefit our business model.

A Massive Need for Charging Infrastructure

EV charging will be
required in just about any location where visitors, residents, guests or workers park cars. We expect that slower speed charging
such as Level I (120 volt/5 miles per hour) and Level II (240 volt/25 miles per hour) will suffice for most urban environments.
Workplace, retail, airport, transit terminal, healthcare, hospitality and any other dwell type environment will, we believe, be
well served with offering around 25 electric miles for each hour of charging which means that Level II will suffice. For certain
fleet requirements such as taxis, first responders and certain shared and autonomous vehicles, direct current fast charging (DCFC
50+kW 200 miles per hour and up) may be required. Corridor environments such as rest areas on Interstates and Highways will require
direct current fast charging (“DCFC”) because, in general, consumers will not want to wait for long periods of time
while their vehicles re-charge during longer journeys. Though we believe that DCFC is an appropriate solution in these types of
environments we also believe that it is currently being oversold by many players in the industry. There is, in some camps, an
effort to replace the hundred-year-old practice with something similar, through the installation of very fast destination charging
just like the current gas station model. It is much more expensive to deploy DCFC than Level I or II charging and it is also much
more expensive to operate it. While it might benefit certain incumbents and new entrants to push this model, we believe that consumers
will learn to enjoy the new habit of fueling where they were already going and as such will decreasingly seek out destinations
which require a special trip for their fueling needs. As mentioned above, we believe there is rarely a need to charge for more
than two hours in any given day on Level II chargers and the great majority of vehicles are parked somewhere for much longer than
that. Therefore, we believe that the extra expense associated with DCFC does not seem warranted or supportable except in specialized
use cases like those described above. Envision’s products deliver all three levels and the level selected is based upon
our customers’ preferences.

Regardless of which
level of EV charging is contemplated in any given location, a source of electricity will have to be delivered to the EV charger
maga. The charger, in turn, will have to be located somewhere that an EV can access it conveniently. In the early days of charger
deployment, most organizations will pick “low hanging fruit” locations for charger installations if they have them.
A typical low hanging fruit scenario would be one in which there is a sufficient electrical circuit close enough to a parking
space to allow for the relatively simple and inexpensive installation and connection of the EV charger to the source of electricity.
For example, there might be a parking space against an outside wall of a building, which has an electrical circuit conveniently
located on the inside of the same wall, thus allowing for an easy connection by penetrating the wall and extending the circuit
to the parking space. Most parking spaces, however, are not found in such convenient locations. In fact, most parking spaces are
several hundred feet away from the nearest available circuit which is sufficient to support EV charging. This is not surprising
as it would be unlikely that any developer of a parking environment would run any more electrical circuit than is required to
power lighting and perhaps a parking metering machine. Furthermore, the typical commercial real estate property, which has adjacent
parking, will not only have no electrical circuits deployed in the parking lot but equally it is likely that the property does
not have sufficient electrical infrastructure to support EV charging at any meaningful scale. Most properties were not designed
with the significant increase in load which EV charging creates. A typical EV is the equivalent of a single-family residence in
terms of the load it creates. Having 10 EVs charge at a retail environment is like supplying electricity to 10 homes – generally
not contemplated in the original design. Thus, delivering EV charging to most parking spaces becomes an involved, time consuming,
expensive and disruptive process requiring the involvement of multiple professions and civil and electrical contracting. A typical
parking lot installation might require:

· Architectural
    design including ADA compliance

· Electrical
    Engineering

· Permitting
    – construction, electrical, easements etc.

· Trenching
    and boring for foundations

· Különleges
    Inspections

· Electrical
    szerződéskötés

· Electrical
    infrastructure upgrades – switch gear, transformers etc.

· Installation
    szerződéskötés

· Interconnection
    with the utility

· Parkolás
    lot resurfacing and striping

· 3rd
party leases or other agreements

When the installation
is complete and successful, the fixed EV charger will generate a utility bill which can be as high as $40 to $80 thousand dollars
over 20 years (in California) and might often result in demand charges and utility billing tier increases.

Wireless Charging Technologies and
Other New and Developing Charging Initiatives

The development
and commercialization of wireless or inductive charging is in advanced stages. There are several companies such as Qualcomm, Momentum
Dynamics, Wave, Hevo and Witricity which have commercially available wireless chargers for EVs and larger electrified vehicles.
We believe that our products, particularly the EV ARC™, are ideal for the integration of wireless charging for two reasons:
(i) the wireless power transmitters can be integrated directly into our base pads whereas traditional grid-connected products
may have to install the transmitters into the concrete or asphalt, requiring further permitting and construction activities and,
(ii) wireless charging is about 5% less efficient than conductive (plugging in) charging which means that an operator of a large
number of vehicles or a network of chargers will find that their utility bill increases by 5% when they upgrade to wireless charging
because of this loss. Our products generate all their own energy from renewable sources without generating a utility bill so there
will be no increase in energy costs for a fleet operator when they convert to wireless charging with Envision products.

We believe that
wireless charging will play a major role in the future of EV charging because (a) the consumer will demand the ease and convenience
of simply parking their car and having it fuel without their having to plug in and (b) fleet operators will no longer have to
be concerned that their employees have plugged EVs in at the end of a shift. So long as they are parked they will fuel automatically.
Management believes that increased adoption of wireless or inductive charging constitutes another significant opportunity for
a differentiated advantage and, as a result, growth in the future.

Another area in the
charging ecosystem which provides major opportunities and challenges is the “curbside” or “on street”
sector. Because so many owners of vehicles and even fleet operators (in cities like New York and San Francisco) park their vehicles
on street, there is a significant need for curb side charging. In fact, the CEC has publicly stated that only one in seven Californian
apartment dwellers are able to park their car close enough to a circuit to charge at home. Their conclusion is that curb side,
on street charging will be an important contributor to the successful electrification of transportation in the State. Many other
jurisdictions such as New York City have made the same statements.

We have invented
and are in the late stages of product development on, our patent pending EV-Standard product which is, in our belief, the ideal
curb side charging solution. The EV-Standard™ product is a streetlamp replacement which incorporates renewable energy and
on-board energy storage, and which provides a meaningful EV charging experience without significant infrastructure or construction
requirements. The EV-Standard™ design includes a light-wind generator fixed atop a new streetlamp standard. Also integrated
is a tracking solar panel and on-board battery storage. The EV-Standard™ product design takes power from the existing streetlamp
grid connection and uses it to charge the on-board batteries. The streetlamp’s circuit is available 24 hours per day but
is only in use during the hours of darkness. As a result, EV-Standard™ is able to use the full capacity of the grid connection
to charge its batteries during the day time. A further advantage of the EV-Standard is that it is delivered with a low energy,
high lumens, LED light fixture which reduces the energy required for street lighting during the hours of darkness. This makes
the street light more efficient and, crucially, the EV-Standard™ can use the unused capacity of night-time operations to
further charge its on-board batteries. The additional renewable energy generated by both the tracking solar array and the light-wind
generator supplies more energy to EV-Standards’ batteries. The energy from the batteries is then delivered to a Level II
EV charger which is mounted to the EV-Standard™ products’ column. The combination of the three sources of capacity,
when delivered at once through our on-board batteries, allows us to deliver a much more powerful and therefore more meaningful
EV charging experience than would be available simply through connecting to the existing street lamps’ utility grid connection
as some of our competitors currently offer.

We believe that the
improved EV charging experience offered by the EV-Standard™ design will be a differentiator for our company in a potentially
large market. We currently provide work-place charging to certain departments and government agencies of the State of California
through our EV ARC™ product. We believe that EV-Standard will become an excellent choice for California, New York and many
other jurisdictions across the U.S., and the world, as a viable and reliable on-street EV charging solution. Accordingly, we believe
that EV-Standard™ represents an important opportunity for future growth. Like the EV ARC™ and Solar Tree® products,
the EV-Standard™ will not rely upon a grid connection and as such will be able to continue to charge EVs during black-outs
or other grid interruptions.

Our Target Markets – Outdoor
Média

As the value of traditional advertising
media such as television, radio, and print diminishes, advertisers in the United States and abroad are looking for new outlets
to capture the attention of consumers. Industry experts believe that there will be significant growth in spending on outdoor advertising
platforms particularly when mounted on street furniture. We anticipate this is particularly true relative to digital content.
The DOOH (digital out of home) industry, from what we understand, is enjoying a period of rapid growth and may continue to do
so for the foreseeable future. Management has seen statistics suggesting DOOH and other outdoor advertising spending will increase
up to $33B by 2021.

“Digital Out
of Home Advertising” is the second fastest growing advertising medium, according to Magna. Double digit growth with billions
of dollars per year in national and global spending make outdoor advertising an attractive opportunity. There are, however, significant
barriers to making it work. In general, in the United States, it is becoming harder to deploy outdoor advertising in most places
where it is of value. Similar to the EV charging market, the outdoor advertising industry seeks new solutions to overcome the
significant barriers to entry such as planning, permission, entitlement, electrical circuitry, and civil engineering. Ipar
veterans spend a good deal of time looking for the “new new” in advertising, a solution that is environmentally friendly,
cost effective, and most importantly, can make its way through the significant hurdles of permitting and zoning. We believe that
our products are ideally suited to reduce many of the barriers to entry for outdoor advertising and as such we believe that significant
opportunities may present themselves to us as we continue to address this market.

In November 2017,
we signed an agreement with OutFront Media (NYSE: OUT). Through this agreement OutFront will market the sponsorship and naming
rights for networks of EV ARC™ products distributed across major U.S. cities, using the same business model that OutFront
has previously used to monetize the deployment of bike sharing programs such as the Deco bike program in San Diego, California.
OutFront ranks in the top three outdoor advertising companies in the United States and has been successful selling similar sponsorship
and naming rights opportunities. We believe that a significant opportunity exists, though our relationship with OutFront, to deploy
large numbers of EV ARC™ products in multiple cities across the U.S. OutFront has identified corporate prospects for this
model. Based on discussions with Outfront Media, the Company believes that at least 150 units will be required for each city deployed
under our agreement with it. Under this agreement, we expect to receive 75% of the recurring revenue.

While we believe there
is a great deal of pent up demand for out of home advertising spending in the United States, there are also significant barriers
to the widespread deployment of such displays, which we believe enhance our competitive position:

(a) Entitlement
    – traditional signs and billboards are increasingly difficult to take through the permitting and zoning process. Néhány
    jurisdictions have outlawed them entirely.
(b) Public
    perception – the value of outdoor advertising becomes questionable when the constituency views the medium as anti-social,
    as is often the case with traditional billboards.
(c) Energy
    Costs – lit and digital billboards are major energy consumers.
(d) Tartalom
    updates – signs and billboards can be slow and costly to update.
(e) Civil
    engineering and construction – signs and billboards require costly installations and electrical connections.

We believe Envision
has products that solve each of the above impediments to billboard and DOOH infrastructure deployments. We, together with our
partner, OutFront Media (NYSE:OUT), are currently in the process of working to secure agreements with San Diego and eventually
other cities to allow for the deployment of our advertising or sponsorship funded, solar powered EV chargers. We are also working
with individuals and organizations to encourage investment in our products deployed in this manner.

The Envision products
are renewably energized, so they are shrouded in what is often referred to as the “Green Halo.” We have observed that
the green/sustainable aspect of our products can make them more likely to win approval through the entitlement process, while
also making them more popular with an increasingly environmentally-conscious public. The dual effect, we believe, is that our
products may be deployable in locations where traditional signs or billboards may be denied. We believe these products will be
more popular with an advertisers’ intended audience and, as a result, advertisers may be willing to pay for them either
as a capital purchase or through an existing payment schedule they have with vendors such as Lemar, Clear Channel or JC Decaux,
or through sponsorship and naming rights such as those OutFront Media intends to sell. Envision plans to sell products either
directly to the end user or to one of the brokerages or to maintain title to the charging products while collecting a fee for
the sponsorship and naming rights. We do not currently intend to sell space to content providers except in select locations as
there are other well established companies doing that to which we can sell. Technology advances in advertising operations are
making it increasingly possible to place digital content on advertising screens through the leveraging of automated platforms.
Google is piloting programs in the United Kingdom for place and time-based advertising on digital screens. Management is meeting
with various companies involved in the automatic placement of digital content on outdoor screens to ascertain whether there is
a model which will allow us to successfully monetize the EV ARC™ Digital without the active involvement of a third party,
thus avoiding an increase in associated direct costs. In the case of the sponsorship deals contemplated with OutFront Media, Envision
may retain title to the products throughout the sponsorship period and charge fees for the rights to the network. These fees would
constitute recurring revenue for the Company. At the end of the sponsorship period, which is currently contemplated by OutFront
Media to be in the three to five year range, the rights to the network would revert to Envision at which point we may be at liberty
to sell them again.

Our products produce
more energy than they consume through the display of advertising content, so they do not have ongoing operating expenses associated
with energy costs. In fact, they can also support other local energy requirements such as lighting or, even more politically important,
EV charging infrastructure or disaster preparedness.

Each of our products
can be equipped with a wide area network (“WAN”) connection that can be used to monitor the condition and performance
of the unit. This WAN connection can be used equally to deliver content updates to our products’ advertising screens and
to network the products so that they can be intelligently linked to one another as well as to local consumers through NFC (Near
Field Communications). This means that our products can be deployed without any physical connection to power or telecommunications
while delivering the same value as those that have gone through expensive construction processes to physically connect to power
and data.

Our Target Markets – Energy
Biztonság

Power outages cost
the United States $200 billion per year according to the Department of Energy. A report in the Wall Street Journal stated that
the United States is nine key sub stations away from a total black out, and further reported if one of a few transformer companies
who could supply the hardware to repair the sub stations was also disabled, that the black outs would last 18 months. We believe
that energy security will be an important growth market and that our Solar Tree® and EV ARC™ products with ARC technology
energy storage can address this and provide possible growth opportunities.

According to insideenergy.org,
the grid disruption database shows a marked increase in outages from 2000 through the first half of 2014. Outages fluctuate from
month to month, season to season, and year to year, but the trend-line shows a steady rise. Here are some other interesting observations:

· The five-year
                                         annual average of outages megduplázódott every five years,
which means the current
                                         five-year annual average is four times what it was fifteen years ago:
· For 2000 to 2004,
                                         there were an average of 44 reported grid outages per year.
· From 2005 to
                                         2009, there were an average of 100 reported grid outages per year.
· From 2010 to
                                         2013 (a four-year period), there were an average of 200 reported grid outages per year.
· In the first
                                         six months of 2014, there were 130 reported grid outages – which puts that six-month
                                         period as having more outages than all but four years since 2000.
· Comparing
                                         2000 to 2013, the monthly average grid outages increased six-fold:
In 2000, there
                                         were an average of 2.5 grid disruption events a month. In 2013, there were an average
                                         of 14.5 disruption events a month. In the first half of 2014, there were 21.7 events
                                         a month. In 2011, the year with the most reported outages, there were an average of 25.6
                                         reported events each month.

Because EV ARC™
can be deployed with an optional emergency power (E Power) panel; it can also be used as a reliable source of energy in times
of disaster, emergency or grid failure. EV ARC™ can be configured to allow a select group, such as first responders, to
access the solar generated and stored energy. A fireman or police officer will be able to safely connect to the EV ARC™
and power any devices that would typically require a gasoline or diesel generator. We believe that the EV ARC™ will be a
much more reliable and a cleaner source of energy than the electric grid or other traditional back up energy sources. The EV ARC™
does not require the level of ongoing maintenance that a diesel or gasoline generator requires, and there is less chance that
it will not be operational in times of emergency since first responders are not required to start it or fill it with fuel. Mi
are currently selling EV ARC™ products equipped with E Power panels to New York City, Caltrans and many other entities.
In the summer of 2017, our EV ARC™ deployed for the government of the U.S. Virgin Islands was subjected to 185 mph category
five hurricane force winds which it survived. Our customer informed us, in writing, that while most other infrastructure had been
damaged or destroyed by the storm, our EV ARC™ product not only survived but was still in excellent condition. The EV ARC™
product is independently certified to withstand winds of 110 mph by a licensed structural engineering firm. We and our customers
have observed that in practice it can withstand hurricane force winds. Similarly, our Solar Tree® product has survived hurricane
force winds in Florida and the foothills of the Rockies.

While the EV ARC™
and Solar Tree® products are designed to be grid independent they can also be connected to the utility grid at the customers’
request. In one instance we have a utility company customer which is using the EV ARC™ product to charge EVs but also as
a grid balancing tool. The utility has connected the EV ARC™ to the grid and is able to use the internal batteries as a
buffer during times of grid instability. Industry experts predict that there will be a significant increase in the amount of distributed
energy storage connected to the grid to provide stability in the future. We believe that the EV ARC™ products’ ability
to act as a grid buffering solution as well as a rapidly deployed EV charging solution is another differentiator and a potentially
significant value proposition.

Using solar power
to reduce an entity’s utility bill is not new and is now a highly competitive market; however, Envision believes that the
growth in energy security products will create a significant opportunity for the Company. We have overcome many hurdles inherent
in the production of reliable, cost effective, stand alone, renewable energy generation and storage solutions. Our EV ARC™
product is essentially a micro-grid which generates, stores, and makes available, day or night, clean, reliable electrical energy.
This technology is already offering our customers an alternative to back-up generators or other expensive measures which they
feel compelled to own to safeguard their increasingly important energy supplies. Many of our customers have expressed that they
view the fact that EVs can charge from our products even when the utility grid fails as one of the key components in their decision
to buy. Their ability to connect external devices to the EV ARC™ power outlets and “shore power” cable may allow
them to eliminate the need for gasoline or diesel generators where EV ARC™ is deployed.

Customers like New
York City and Caltrans who own increasingly large fleets of EVs cannot take the chance that there is another major grid outage
such as the one that was caused by Hurricane Sandy. The impact of such an outage would be that the EVs would be grounded during
such an event. Our products provide a hedge against such a catastrophe because they are immune to grid interruptions.

Distributed generation
photovoltaic solar projects have historically been rooftop or adjacent property installations. Rooftops have a number of inherent
problems that are avoided by utilizing parking lots and the top levels of parking structures for solar installations. Rooftops
are populated with mechanical equipment, vents, skylights, elevator overruns and most importantly, roofing materials and systems
including waterproof membranes, that require maintenance, are warranted, and must be replaced more often than solar PV products.
Rooftops are also limited in the area which is required for large scale energy production by PV systems. The low returns generated
by many roof top and adjacent property solar deployments are often not sufficient inducement to a real estate owner to expose
themselves to the encumbrance and risks associated with those sorts of deployments, which in part might explain the relatively
low adoption of this otherwise beneficial technology.

There are over 800
million parking spaces in the United States. As the adoption of Electric Vehicles increase, we believe parking lots will be ideal
locations for EV charging infrastructure, and Envision’s products with SunCharge™ will offer an attractive option
to any entity considering the deployment of such solutions.

We believe, globally,
solar deployments are growing significantly. While much of the growth has been focused on competing with utilities to provide
cheaper electricity, we believe that there will be a significant growth in Solar 3.0 in which solar energy is used to enable services
and amenities where the grid is unavailable or too unreliable for the intended use. Electrical energy is becoming increasingly
vital to almost everything that we do and our requirements for it are no longer restricted to indoor locations where standard
outlets are readily available. Solar powered products, like those that we produce, which can deliver reliable energy in locations
where there is insufficient circuit, like parking lots, streets, parks, and public spaces, appear to have significant market opportunities.
Our deployment speed is also important to our marketing efforts. In most cases, we deploy our EV ARC™ and Solar Tree®
products in active parking lots of active businesses. Whether we are deploying for EV charging, energy security, or for marketing
purposes, our prospective customers often consider business disruption in their analysis and buying decisions. We believe that
our products can be installed faster than any other products in the industry, making deployment of Envision products less negatively
impactful than the deployment of our competitors’ products. The potential loss of revenue or opportunity caused by a torn-up
parking lot can, over time, be quite substantial. We believe our deployment speed will increasingly contribute to Envision’s
competitive edge.

Customer Concentration

During 2017, the
Company had two customers that combined to exceed 40% of our revenue in the New York City and Caltrans in the State of California,
and in the year ended December 31, 2018, one customer (i.e. New York City) which accounted for 50% of our total revenue in that
year period. In these cases we receive purchase orders from multiple sub entities or departments, although in the first quarter
of 2018, a single department in the City of New York was responsible for all revenue from that city. The purchase orders aggregate
under single contracts, but we believe that the selling opportunities are far more varied than suggested by the revenue associated
with those contracts because many different government departments are able to purchase our products through the contracts without
having to go through lengthy and involved purchasing processes. In fact, the contracts we have with both New York City and California
can in some cases be used by other states and government departments. Furthermore, we expect sales of our products to be among
a more diversified customer base in the future, particularly as our successes in 16 states in which we have already sold become
more widely recognized. We believe that the winning of contracts by the Company, which have generated millions of dollars in sales
to such notable customers as New York City and the State of California, result from a deliberate strategic focus by us on large
and difficult to win customers with the potential for significant repeat orders from diversified entities under a single contract.
In the case of both contracts, while the purchase orders aggregate under single contracts, the products are being used by a diverse
group of government entities, including the Department of Transportation, Police Department, Fire Department, Department of Education,
Department of Design and Construction, Office of Emergency Management, Department of Parks and Recreation and others, according
to government officials. We do not, therefore, view the customer concentration in 2017 or 2018 as negative, viewing it instead
as validation of our strategy to win these types of large and recurring customers.

Bridge Loan

On August 27, 2018,
the Company entered into an unsecured promissory note (the “Note”) in the amount of $750,000 (the “Principal
Amount”) with Gemini Special Opportunities Fund, LP (the “Lender”). The Note bears simple interest at an annual
rate of 10% and is subject to that certain Securities Purchase Agreement, dated August 27, 2018, with the Company as the seller
and the Lender as the buyer. This Note was due and payable on February 28, 2019, but effective that date a verbal forbearance
agreement was made and is meant to be in effect until the Lender and the Company complete an amendment extending the maturity
date of the note, or the note is sooner repaid by the Company. If the Company had repaid the Note on or prior to November 28,
2018, the Company would have been obligated to pay 105% of the original principal amount, plus accrued interest, and if the Company
had repaid the Note after November 28, 2018, including repayment on the maturity date of February 28, 2019, the Company would
have been obligated to pay 115% of the original principal amount, plus accrued interest. The Company may have to pay more to retire
the Note after its original maturity date, depending on its discussions with the Lender. Currently, the Note provides that if
the outstanding balance is repaid after the maturity date, the outstanding balance of the Note increases to 110% of such balance.
As additional consideration for the loan evidenced by the Note, the Company has issued to the Lender 18,000 common stock
purchase warrants exercisable for a period of five years from the date of issuance with an exercise price equal to $12.50
per share.

Lender Convertible Debt Instruments

On September 18, 2017,
Envision entered into a revolving secured convertible promissory note (the “Revolver”) and another secured convertible
promissory note (the “Note”) with SFE VCF, LLC, an unaffiliated lender (the “Lender”). Pursuant to the
Revolver, the Company has the right to make borrowings from the Lender in amounts of up to 70% of the value of any specific purchase
order (each a “PO”) received by the Company from a credit worthy customer (each a “Draw Down”), up to
a maximum of $3,000,000, commencing on the date of the Revolver and terminating 300 days after the date of the Revolver, by giving
five (5) business days written notice to the Lender of a request for borrowings (the “Evaluation Period”). Alatt
the Evaluation Period, if Lender determines in its commercially reasonable judgement that the customer (“Customer”)
is not credit worthy, Lender may refuse to advance the Draw Down. The Revolver bears simple interest at the floating rate per
annum equal to the 12-month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg Service plus
600 basis points (the “Interest Rate”). The Interest Rate will be adjusted on the first day of each calendar month
during the term of the Revolver to reflect any changes in the 12-month LIBOR rate as quoted at 1:00 pm Eastern Time in New York,
New York on that day, or if that day is not a business day, on the next business day. The principal and accrued unpaid interest
with respect to each Draw Down is due and payable within five (5) business days of receipt from the Customer by the Company of
a payment due under the applicable PO (with respect to each Draw Down, the “Maturity Date”). Each Draw Down is secured
by a perfected recorded second priority security interest in all of the Company’s assets, as set forth in that certain Security
Agreement by and between the Company and the Lender, dated September 18, 2017. The Lender will have the right at any time until
the Maturity Date of a Draw Down, provided the Lender gives the Company written notice of the Lender’s conversion election
to convert, prior to any prepayment of such Draw Down by the Company, all or any portion of the outstanding principal and accrued
unpaid interest (the “Conversion Amount”), into such number of fully paid and nonassessable shares of the Company’s
common stock as is determined by dividing the Conversion Amount by the greater of (i) seven dollars and fifty cents ($7.50)
or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted on a public securities
trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive trading days
immediately prior to the date of the Lender’s written notice of the Lender’s election to convert. The Revolver is
secured by a second priority perfected recorded security interest in all of the assets of the Company, evidenced by a Security
Agreement with the Lender.

As additional consideration
for the loan made by the Lender to the Company as evidenced by the Revolver, the Company agreed to issue to the Lender common
stock purchase warrants exercisable for a period of three years from the date of issuance with an exercise price equal to the
greater of (i) $7.50 per share or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that
is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during the five
(5) consecutive trading days immediately prior to the date of the applicable Draw Down. The number of warrants issuable to the
Lender will equal 25% of the increase over the highest amount previously drawn down by the Company on the Revolver divided by
the greater of (i) seven dollars and fifty cents ($7.50) or (ii) 75% of the Volume Weighted Average Price of the Company’s
common stock that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume),
during the five (5) consecutive trading days immediately prior to the date of the applicable Draw Down which causes the increase
over the previous highest amount borrowed.

The Company received
funds for an initial Draw Down on the Revolver on September 26, 2017 in the amount of $850,000. As a result of this Draw Down,
the Company issued 28,334 common stock purchase warrants having a value of $122,992 using the Black-Scholes valuation methodology,
each with a $7.50 exercise price and three-year term. This Draw Down was paid back to the Lender during the three month
period ended March 31, 2018. The Company received funds for a second Draw Down on October 24, 2017 in the amount of $300,000.
As a result of this Draw Down, the Company issued 10,000 common stock purchase warrants having a value of $56,620 using
the Black-Scholes valuation methodology, each with a $7.50 exercise price and three-year term. This Draw Down was paid
back to the Lender during the three month period ended March 31, 2018. The Company received funds for a third Draw Down on February
20, 2018 in the amount of $290,000. As a result of this Draw Down, the Company issued 8,156 common stock purchase warrants
having a fair value of $61,282 using the Black-Scholes valuation methodology, each with a $8.89 exercise price and three-year
term. This Draw Down was paid back to the Lender during the three month period ended June 30, 2018. During the year ended December
31, 2018, the Company received other funds on Draw Downs totaling $1,513,013 and paid back Draw Downs amounting to $553,013. No
warrants were owed for these Draw Downs.

In addition to the
Revolver, the Lender agreed to lend $1,500,000 to the Company pursuant to the Note. The Company covenanted to use the proceeds
of the Note exclusively to pay-off the entire outstanding balance of that certain loan and security agreement that the Company
has with Silicon Valley Bank, dated October 30, 2015. The Note bears simple interest at the floating rate per annum equal to the
12-month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg Service plus 400 basis points (the
“Note Interest Rate”). The Note Interest Rate is adjusted on the first day of each calendar month during the term
of the Note to reflect any changes in the 12-month LIBOR rate as quoted at 1:00 pm Eastern Time in New York, New York on that
day, or if that day is not a business day, on the next business day thereafter. Interest will only accrue on outstanding principal.
Accrued unpaid interest is payable monthly on the first calendar day of each month for interest accrued during the previous month,
with all outstanding principal and accrued unpaid interest payable in full on or before three hundred and sixty-four (364) days
after the date of the Note (the “Note Maturity Date”), to the extent not converted into shares of the Company’s
common stock. The Note is secured by a perfected recorded first priority security interest in all of the Company’s assets,
as set forth in that certain Security Agreement by and between the Company and the Lender, dated September 18, 2017. At any time
until the Note Maturity Date and provided Lender gives the Company written notice of Lender’s election to convert prior
to any prepayment of this Note by the Company with respect to converting that portion of this Note covered by the prepayment,
the Lender has the right to convert all or any portion of the outstanding principal and accrued interest (the “Note Conversion
Amount”), into such number of fully paid and nonassessable shares of the Company’s common stock as is determined by
dividing the Note Conversion Amount by the greater of (i) $7.50 or (ii) 75% of the Volume Weighted Average Price of the
Company’s common stock that is quoted on a public securities trading market (if more than one, the one with the then highest
trading volume), during the five (5) consecutive trading days immediately prior to the date of the Lender’s written notice
of its election to convert. The maturity dates, as extended, of the Revolver and the Note are now December 31, 2019 for the Revolver
and the earlier of (i) June 30, 2019, or (ii) the successful closing of this offering, for the term Note.

As additional consideration
for the loan evidenced by the Note, the Company agreed to issue to the Lender common stock purchase warrants exercisable for a
period of three years from the date of issuance with an exercise price equal to $7.50 per share. The number of warrants
issuable to the Lender is equal to 25% of the Loan Amount divided by $7.50, which resulted in the issuance of warrants
to purchase up to 50,000 shares of the Company’s common stock.

During any time when
the Note or the Revolver is outstanding, or when the Lender holds any Company stock, or any warrants to acquire Company stock
where the combination of both could result in the Lender owning stock with a current value of one million dollars or greater,
in the Company, the Lender will have certain review and consulting rights as described in the Note and the Revolver.

As of December 31,
2018, the balance outstanding under the Note was $1,509,094 while the balance outstanding under the Revolver was $972,909, including
accrued interest.

Summary of Convertible Notes

As of December 31,
2018, we had a total of $2,795,616 principal amount of convertible notes outstanding, plus accrued but unpaid interest of $213,742,
all of which are convertible into shares of our common stock and have the maturity dates and per share conversion prices indicated
on the following table:

exceptionnel

Principal and
Accrued Interest
of Note
Payee

Interest Rate

(Simple)

Conversion

Price (2)
Maturity
Dátum
plein

Conversion
Shares (2)
$ 1,509,094 SFE VCF
(1)
(1 ) $ 7.50 /Share décembre
    1, 2018 (3)
201, 213
$ 972,909 SFE VCF (1) (1 ) $ 7.50 /Share December 31, 2019 129,721
$ 213,220 Desmond
    Wheatley
10 % $ 7.50 /Share (4) 28,429
$ 123,998 John Evey (5) 10 % $ 10.00 /Share July 1, 2019 12,400
$ 190,137 Pegasus (6) 10 % $ 16.50 /Share December 31, 2019 11,523

(1) SFE VCF is the lender
    that made the Revolving Purchase Order credit line loan (now as of December 31, 2018 having an outstanding balance of $972,909)
    to the Company, and the renewable term loan in the amount of $1,500,000 that refinanced our prior loan from Silicon Valley
    Bank. The interest rate on both these loans is adjustable on a monthly basis to (a) 400 basis points over the 12-month LIBOR
    rate (currently, 2.67% per annum), on the renewable $1,500,000 term loan, and (b) 600 basis points over the 12-month LIBOR
    rate, on the Revolving Purchase Order credit line.
(2) Reflects the planned one-for-50 reverse stock
    split of the Company’s authorized, issued and outstanding common stock.
(3) A forbearance agreement
    is being discussed for this loan while we work to refinance it.
(4) Desmond Wheatley,
    our Chief Executive Officer, is issued this convertible note, which is adjusted every pay period, to reflect deferred compensation
    payable to Mr. Wheatley pursuant to his employment agreement with the Company. The maturity date of the note depends on when
    adequate cash is available as determined by the Board of Directors in good faith, but not later than December 31, 2021.
Effective
    at the closing of this offering, Mr. Evey agreed to have this note paid in full with Units from this offering. Effective at
    the closing of this offering, Pegasus agreed to have this note paid in full with Units from this offering.
(5) Mr. Evey is a former
director of the Company. Currently, the Company is paying down principal only at the rate of $3,000 every fiscal quarter. cette
note bears simple interest at the rate of 10% per annum. Mr. Evey and the Company recently entered into an amendment to this note
agreement extending the maturity date to July 1, 2019 and adding a lock-up covenant by Mr. Evey until July 1, 2019, commencing
on the closing of this offering, for any conversion shares he may be issued if he converts all or a portion of the note, and until
December 31, 2018 for any other shares he may own. Prior to the amendment, Mr. Evey was forbearing on asserting collection rights
pursuant to a verbal understanding of the parties. As of December 31, 2018, the outstanding principal balance of the note was
$50,616, with $73,382 of accrued interest.
(6) Pegasus is a former
    landlord of the Company. This note bears simple interest at the rate of 10% per annum. The original principal balance was
    $100,000 and as of December 31, 2018, accrued interest was $90,137. The Company and Pegasus recently entered into an amendment
    to their loan agreement extending the maturity date to December 31, 2019 and adding a lock-up covenant by Pegasus until December
    31, 2019. The lock-up commences on the closing of this offering and applies to any conversion shares that may be issued to
    Pegasus if it converts all or a portion of the note, and for any other shares of our common stock it may own.

Kormány
Regulation

Businesses in general
and solar energy companies in particular are subject to extensive regulation at the federal, state, and local level. We are subject
to extensive government regulation of employment, health, safety, working conditions, labor relations, and the environment in
the course of the conduct of our business. In order for our customers to enable the installation of some of our products, they
generally are required to obtain permits from local and other governmental agencies. In the case of our grid tied products, they
must comply with the applicable rules and regulations of the relevant state public utility agencies. In order for our customers
to take advantage of available tax and other governmental incentives associated with the installation of solar power production
facilities, and the production and use or sale of solar power, they must comply with the applicable regulatory terms and conditions.
Government regulation may have a material adverse impact on our business, operating results, and financial condition.

Az alkalmazottak

Comme ça
the date of this prospectus, we had 17 employees, and seven additional individuals engaged through a temporary employment agency.
The individuals we utilize through the temporary employment agency work for us on a full-time basis but were hired through an
agency to maximize our flexibility and to reduce the risks and costs associated with full time employees. We also currently have
3 interns on staff assisting the engineering and marketing departments.

Seasonality

Our
operations are not expected to be materially affected by seasonality.

MANAGEMENT

Executive Officers and Directors

The names of all
current executive officers and members of the Board of Directors and certain information regarding them are set forth in this
section of the prospectus. Our directors hold office until the earlier of their death, resignation, removal by stockholders, or
until their successors have been qualified. Our officers are selected by, and serve at the pleasure of, our Board of Directors.

The following table
sets forth information regarding our executive officers and directors as of December 31, 2018:

Név Kor Position
Desmond
    Wheatley
53 Chief
    Executive Officer, President and Chairman of the Board of Directors
Chris
    Caulson
50 Chief
    Financial Officer
Anthony
    Posawatz
58 Rendező
Peter
    Davidson
60 Rendező
Robert
    C. Schweitzer
72 Rendező

Biographies of Directors and Officers

Desmond Wheatley
has served as our president, chief operating officer, and secretary since September 2010, and was named chief executive
officer and a director in August 2011 and became the chairman of our board of directors in December 2016. He is an inventor of
the EV ARC™, EnvisionTrak™, UAV ARC™ and EV Standard™, Mr. Wheatley has two decades of senior international
management experience in technology systems integration, energy management, communications and renewable energy. Prior to joining
Envision, Mr. Wheatley was a founding partner in the international consulting practice Crichton Hill LLC in 2009 and chief executive
officer of iAxis FZ LLC, a Dubai based alternative energy and technology systems integration company, from 2007 to 2009. From
2000 to 2007, Mr. Wheatley held a variety of senior management positions at San Diego based Kratos Defense and Security Solutions,
formally known as Wireless Facilities with the last five years as president of ENS, then the largest independent security and
energy management systems integrator in the United States. Prior to forming ENS in 2002, Mr. Wheatley held senior management positions
in the cellular and broadband wireless industries, deploying infrastructure and lobbying in Washington DC on behalf of major wireless
service providers. Mr. Wheatley’s teams led turnkey deployments of thousands of cellular sites and designed and deployed
broadband wireless networks in many MTAs across the United States. Mr. Wheatley has founded, funded, and operated four profitable
start-up companies and was previously engaged in merger and acquisition activities. Mr. Wheatley evaluated acquisition opportunities,
conducted due diligence and raised commitments of $500 million in debt and equity. Mr. Wheatley sits on the boards of Admonsters,
located in San Francisco California, and the Human Capital Group, located in Los Angeles, California, and was formerly a board
member at DNI in Dallas, Texas.

Mr. Wheatley’s
qualifications are: leadership experience-Mr. Wheatley has been our chief executive officer since August 2011 and president since
September 2010; industry experience-Mr. Wheatley has held numerous executive positions in international organizations including
five years as president of a publicly traded technology and energy management company. Mr. Wheatley was the founding member of
an international consulting company with expertise in the renewable and energy sectors. He has held various executive level positions
in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002; pénzügy
experience-Mr. Wheatley was founding partner in multiple companies with direct responsibilities for their financial success and
stability. He has participated in $500 million of capital raises and held full profit and loss responsibility for a public company
with approximately $70 million of annual revenue; and education experience -Mr. Wheatley was educated in his native Scotland.

Chris Caulson
has been our Chief Financial Officer since August 2011 and previously led our accounting and finance functions since June
2010. Mr. Caulson brings over 25 years of financial management experience including security infrastructure and technology integration,
wireless communications, and telecommunications industries. From 2004 into 2009, Mr. Caulson held various positions including
Vice President of Operations and Finance of ENS, the largest independent technology systems integrator in the United States and
a wholly-owned division of Kratos Defense & Security Solutions, Inc. In this role, Mr. Caulson was responsible for the operational
and financial execution of multiple subsidiaries and well over $100 million of integration projects including networks for security,
voice and data, video, life safety and other integrated applications. Prior to 2004, Mr. Caulson was chief financial officer of
Titan Wireless, Inc., a $100 million international telecommunications division of Titan Corp (subsequently purchased by L-3.).
Mr. Caulson, who has a Bachelor of Accountancy degree from the University of San Diego, began his career with the public accounting
firm Arthur Andersen.

Mr. Caulson’s
qualifications are: leadership experience-Mr. Caulson has been our Chief Financial Officer since August 2011 and has held similar
positions in multiple other companies; finance experience-Mr. Caulson has over 25 years of experience in financial related positions
and was an external auditor in the public accounting firm of Arthur Andersen; industry experience-Mr. Caulson has held multiple
financial related executive positions in publically traded companies; and education experience-Mr. Caulson has his Bachelor of
Accountancy degree from the University of San Diego.

Anthony Posawatz
has served as a director of the Company since February 2016. He currently serves on our Audit, Compensation and Nominating
Committees. Mr. Posawatz has been an automotive industry professional for over 30 years. Since September 2013, Mr. Posawatz has
served as the president and chief executive officer of Invictus iCAR, LLC, an automotive innovation consulting and advisory firm
focused on assisting energy and auto clean technology companies. He served as the president, chief executive officer, and a director
of Fisker Automotive from August 2012 to August 2013. Mr. Posawatz worked for General Motors (“GM”) for more than
25 years. As GM’s vehicle line director for the Chevrolet Volt and key leader of global electric vehicle development, he
was responsible for bringing the Chevrolet Volt from concept to production (beginning in 2006 as a founding member and the first
employee #1). In 2010, General Motors filed a voluntary petition for Chapter 11 bankruptcy protection in federal court. He currently
serves as a member of several boards of directors, including INRIX, Nexeon, SAFE – Electrification Coalition, Momentum Dynamics,
and Electrification Coalition. Mr. Posawatz is a licensed professional engineer (P. E.) in Michigan and was both a General Motors
Undergraduate Scholar at Wayne State University where he earned a Bachelor of Science degree in Mechanical Engineering, and a
Graduate Fellow at Dartmouth College, Tuck School of Business where he earned a Master of Business Administration degree.

Mr. Posawatz’s
qualifications are: leadership experience-Mr. Posawatz has held various executive level positions including chief executive officer
of several companies and is a board member for multiple organizations; industry experience-Mr. Posawatz has led the development
of several electric vehicle products and sits on the board of multiple industry organizations; finance experience-Mr. Posawatz
had profit and loss responsibilities in several organizations; and education experience-Mr. Posawatz is a licensed professional
engineer (P. E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where he earned a Bachelor
of Science degree in mechanical engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business where he earned
a Master of Business Administration degree.

Peter Davidson
has served as a director of the Company since September 2016. He currently serves on our Audit, Compensation and Nominating
Committees. Mr. Davidson has been an adjunct professor at Columbia University’s School of International and Political Affairs
since 2014 and a non-resident fellow at Columbia University’s Center on Global Energy Policy since 2015. In May 2013, Mr.
Davidson was appointed by President Obama to serve as the executive director of the Loan Program Office (“LPO”) at
the United States Department of Energy, a position he held until June 2015. At the LPO, Mr. Davidson oversaw the program’s
more than $30 billion portfolio of loans and loan guarantees, making it the largest project finance organization in the United
States government. Mr. Davidson was responsible for ensuring that the LPO carried out its mission to accelerate the deployment
of innovative clean energy projects and domestic advanced vehicle manufacturing. Prior to leading the LPO, Mr. Davidson was the
senior advisor for energy and economic development at the Port Authority of New York and New Jersey (from 2012 to 2013) and was
the executive director of New York State’s economic development agency, the Empire State Development Corporation (from 2009
to 2011). From 1989 to 2014, Mr. Davidson was an entrepreneur who founded and managed several separate companies in television
and radio broadcasting, outdoor advertising, and traditional and digital marketing services, with a focus on the Hispanic market.
From 1986 to 1989, he was an executive in the investment banking division of Morgan Stanley & Co. Since 2001, Mr. Davidson
has also been the chairman of the JM Kaplan Fund, a New York City based philanthropic organization. Under his leadership, grant
making has focused on reducing New York City’s carbon footprint, supporting immigrant integration in the U.S. and archeological
conservation world-wide. Mr. Davidson received his Master of Business Administration degree from Harvard University in 1986 and
his Bachelor of Arts degree from Stanford University in 1981.

Mr. Davidson’s
qualifications are: leadership experience-Mr. Davidson has held various executive level positions at multiple companies. Further,
he has served as executive director of the Loan Program Office of the United States Department of Energy, the executive director
of the Empire State Development Corporation, and is the chairman of the JM Kaplan Fund; industry experience-Mr. Davidson is a
non-resident fellow at Columbia University’s Center on Global Energy Policy and the chairman of the JM Kaplan Fund, a New
York City based philanthropic organization where grant making is focused on reducing New York City’s carbon footprint, supporting
immigrant integration in the United States, and archeological conservation world-wide; finance experience-Mr. Davidson has had
profit and loss responsibilities in several organizations. Further, while working as the executive director of the Loan Program
Office of the United States Department of Energy, he oversaw the program’s more than $30 billion portfolio of loans and
loan guarantees, making it the largest project finance organization in the United States government; and education experience-Mr.
Davidson received his Bachelor of Arts degree from Stanford University and a Master of Business Administration degree from Harvard
University.

Robert C. Schweitzer
has served as a director of the Company since August 2018. He has been a banking industry professional for over 40 years.
Since 2012, Mr. Schweitzer founded and currently serves as the chief executive officer of RCS Mediation & Consulting Services.
In this capacity, he serves as a certified circuit civil mediator for the Florida Supreme Court as well as a certified FINRA arbitrator,
a certified Appellate Court mediator, and a mediator for the Office of Financial Regulation for Florida. He is also on the roster
of the American Arbitration Association. Mr. Schweitzer currently serves as a member of the board of directors of 1-800-PetMeds
(chairman, compensation committee chair, and member of audit, nominating, and investment committees), Blink Charging Inc. (audit
committee chair, compensation committee chair, and member of nominating and governance committee), and OmniComm Systems Inc. (audit
committee chair and member of compensation and nominating and governance committees). He formerly served as a member of the board
of directors of Altisource Asset Management Company (member of audit and compensation committees), Anthem Bank & Trust (chairman,
compensation committee chair, and member of audit, investment, executive, and loan committees), C&C International, Equinox
Bank, RiceBran Technologies (chairman, compensation committee chair, and member of audit, nominating, and executive committees),
and Shay Investment Services (member of management committee). From 2007 to 2010, he was the president and chief operating officer
of Shay Investment Services Inc., a full service registered broker-dealer with 11 national offices and trading desks. From 2004
to 2006, he served initially as a consultant to and then as the president, chief executive officer, and regional president of
Equinox Bank FSB. From 1999 to 2003, Mr. Schweitzer was the regional president of Union Planters Bank, now Regions Bank. Tól től
1993 to 1999, he was the executive vice president and director of the corporate banking group of Bank of America/NationsBank/Barnet
Bank, Inc. From 1991 to 1993, he was the director and head of real estate, construction, and environmental consulting of Coopers
& Lybrand. Mr. Schweitzer was the vice president and manager of Mid-Continent’s real estate division (1987 to 1991)
and the vice president and manager of domestic credit process review (1985 to 1987) of The First National Bank of Chicago. Tól től
1975 to 1985, he was the senior vice president and manager of Central North American banking group of Wachovia Corporation. Mr.
Schweitzer is a retired Captain of the United States Navy. He received his Bachelor of Science degree from the United States Naval
Academy and his Master of Business Administration from the University of North Carolina, Chapel Hill.

Mr. Schweitzer’s
qualifications are: leadership experience-Mr. Schweitzer has held various executive level positions at multiple companies. Further,
he currently serves as the chief executive officer of RCS Mediation & Consulting Services and on the board of directors of
1-800-PetMeds, Blink Charging Inc., and OmniComm Systems Inc.; industry experience-Mr. Schweitzer sits on the board of directors
of Blink Charging Inc.; finance experience-Mr. Schweitzer has held various executive level positions at multiple banks and financial
services companies, including Shay Investment Services Inc., a full service registered broker-dealer with 11 national offices
and trading desks, Equinox Bank FSB, Union Planters Bank, and has served as a member or chairman of several audit committees,
including 1-800-PetMeds, Blink Charging Inc., OmniComm Systems Inc., Altisource Asset Management Company, Anthem Bank & Trust,
and RiceBran Technologies; and education experience-Mr. Schweitzer received his Bachelor of Science degree from the United States
Naval Academy and a Master of Business Administration degree from University of North Carolina, Chapel Hill.

Family
Relationships

There
are no family relationships among any of our executive officers and directors.

Director Independence

Our board of directors
currently consists of four directors. Three of our directors are “independent” as defined in Rule 4200 of FINRA’s
listing standards and the NASDAQ Capital Market criteria. In accordance with the standards of the NASDAQ Capital Market, three
of our directors are considered “independent” because they are not employees or executive officers of the Company,
and have not been paid more than $120,000 of compensation by the Company, other than for their service as members of our Board
of Directors, in any consecutive 12-month period during the past three years. Furthermore, they have no family members being paid
compensation by the Company, and they do not serve as directors or officers of any companies that conduct business with the Company
as outside vendors or service providers. We plan to appoint additional independent directors to our board of directors in the
future.

Board Leadership
Structure and Role in Risk Oversight

Our Board of Directors
focuses on the most significant risks facing us and our general risk management strategy, and also ensuring that risks undertaken
by us are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management
is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach
for addressing the risks facing us and that our Board leadership structure supports this approach.

Board Committees

Audit Committee.
The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman
of the Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Robert C.
Schweitzer is the Chairman of the Audit Committee and financial expert, and Anthony Posawatz and Peter Davidson are the other
directors who are members of the Audit Committee. The Audit Committee's duties are to recommend to our Board of Directors the
engagement of the independent registered public accounting firm to audit our consolidated financial statements and to review our
accounting and auditing principles. The Audit Committee reviews the scope, timing and fees for the annual audit and the results
of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to
improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors
who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent
judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting
principles. The charter of the Audit Committee is available on our website at www.envisionsolar.com.

Kártérítés
Committee
. The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of
our executive officers and recommends to the Board stock option grants for our executive officers. The members of the new Compensation
Committee are Anthony Posawatz and Peter Davidson. Each of Messrs. Posawatz and Davidson are independent under NASDAQ’s
independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation
Committee and the Board concerning compensation of other executive officers. The Compensation Committee seeks input on certain
compensation policies from the chief executive officer. The charter of the Compensation Committee is available on our website
at www.envisionsolar.com.

Nominating and
Governance Committee
. The Nominating and Governance Committee is responsible for matters relating to the corporate governance
of our Company and the nomination of members of the Board and committees thereof. The members of the Nominating and Governance
Committee are Anthony Posawatz and Peter Davidson. Each of Messrs. Posawatz and Davidson are independent under NASDAQ’s
independence standards. The charter of the Nominating and Governance Committee is available on our website at www.envisionsolar.com.

Code of Ethics

Our Board has adopted
a Code of Ethics (the “Code”) that applies to all of our directors, officers and employees. Any waivers of any provision
of this Code for our directors or officers may be granted only by the Board or a committee appointed by the Board. Any waivers
of any provisions of this Code for an employee or a representative may be granted only by our chief executive officer or principal
accounting officer. We will provide any person, without charge, a copy of this Code. Requests for a copy of the Code may be made
by writing to Envision at 5660 Eastgate Drive, San Diego, California 92121, Attention: Chief Financial Officer.

Limitation of Liability and Indemnification of Officers
and Directors

Under Nevada General
Corporation Law and our articles of incorporation, our directors and officers will have no personal liability to us or our stockholders
for monetary damages incurred as the result of the breach or alleged breach by a director or officer of his “duty of care.”
This provision does not eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional
misconduct or a knowing violation of law or (ii) the payment of dividend in violation of Section 78.300 of the Nevada Revised
Statutes. This provision would generally absolve directors of personal liability for negligence in the performance of duties,
including gross negligence.

The effect of this
provision in our articles of incorporation is to eliminate the rights of Envision and our stockholders (through stockholder’s
derivative suits on behalf of Envision) to recover monetary damages against a director or officer for breach of his fiduciary
duty of care (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (ii) above. This provision does not limit nor eliminate the rights of Envision or any stockholder to seek
non-monetary relief such as an injunction or rescission in the event of a breach of a director’s or officer’s duty
of care. Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents
in accordance with applicable law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable
law. These provisions will not alter the liability of the directors under federal securities laws.

We intend to enter
into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These
agreements, among other things, indemnify our directors and 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 Envision, arising out of such person’s services as a director or officer of Envision, any subsidiary of Envision or any
other company or enterprise to which the person provides services at the request of Envision. We believe that these provisions
and agreements are necessary to attract and retain qualified directors and officers.

Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Envision pursuant
to the foregoing provisions, Envision has been informed that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.

EXECUTIVE
COMPENSATION

Compensation Discussion and Analysis

The following Compensation
Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation
Table (“Named Executive Officers”), and executive officers that we may hire in the future. As more fully described
below, our board of directors makes all decisions for the total direct compensation of our executive officers, including the Named
Executive Officers. We do not have a compensation committee, so all decisions with respect to management compensation are made
by the whole board.

Compensation Program Objectives
and Rewards

Our compensation
philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward
the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following
this philosophy, we consider all relevant factors in determining executive compensation, including the competition for talent,
our desire to link pay with performance, the use of equity to align executive interests with those of our stockholders, individual
contributions, teamwork, and each executive’s total compensation package.

The compensation
received by our Named Executive Officers is based primarily on the levels at which we can afford to retain them and their responsibilities
and individual contributions. Our compensation policy also reflects our strategy of minimizing general and administration expenses.
To date, we have not applied a formal compensation program to determine the compensation of the Named Executives Officers. Ban ben
the future, our Board of Directors expects to apply the compensation philosophy and policies described in this section of our
prospectus.

The primary purpose
of the compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in
the behavior necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace.
Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each
Named Executive Officer are subject to the annual review of our compensation committee who will make recommendations regarding
compensation to our Board of Directors. The following is a brief description of the key elements of our planned executive compensation
structure.

Base
    salary and benefits are designed to attract and retain employees over time.

Incentive
    compensation awards are designed to focus employees on the business objectives for a particular year.

Equity
    incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the
    recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our
    stock prices over a period of several years, growth in our profitability and other elements.

Severance
    and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete
    for talented employees in a marketplace where such protections are commonly offered.

Benchmarking

We have not yet
adopted benchmarking but may do so in the future. When making compensation decisions, our Board of Directors may compare each
element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group
that includes both publicly-traded and privately-held companies. Our Board believes that while such peer group benchmarks are
a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation. Each executive
officer’s compensation relative to the benchmark varies based on the scope of responsibility and time in the position. Mi
have not yet formally established our peer group for this purpose.

The Elements of Envision’s Compensation Program

Base Salary

Executive officer
base salaries are based on job responsibilities and individual contribution. Our Board of Directors reviews the base salaries
of our executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving
objectives (without reference to any specific performance-related targets) and individual performance experience and expertise.
Additional factors reviewed by our Board of Directors in determining appropriate base salary levels and raises include subjective
factors related to corporate and individual performance. For the year ended December 31, 2018, all executive officer base salary
decisions were approved by the Board of Directors.

Incentive Compensation Awards

No bonuses have
yet been awarded or paid for services by our chief executive officer or any other executive officer of the Company in 2018. Our
chief executive officer was awarded a discretionary $35,000 bonus in 2017 related to his 2016 service. Our chief executive officer
did not take the bonus in cash, instead deferring payment on the bonus until such time as the Company has sufficient cash to pay
bonuses. No other Named Executives have been paid bonuses and our Board has not yet recommended a formal compensation policy
for the determination of bonuses other than the bonus potential for our chief executive officer as defined in his employment agreement.
If our revenue grows and bonuses become affordable and justifiable, we expect to use the following parameters in justifying and
quantifying bonuses for our Named Executive Officers and other officers of Envision: (1) the growth in our revenue, (2) the growth
in our gross profit (3) the growth in our earnings before interest, taxes, depreciation and amortization, as adjusted (“EBITDA”),
(4) achievement of other corporate goals as outlined by the Board and (5) our stock price. In 2016, our chief executive officer
was granted a bonus plan by the board of directors which provides for a bonus payment based on the Company achieving certain revenue
amounts, with additional bonuses for being profitable. Those targets were not achieved and no bonus has been earned to date for
these specific milestones. The Board has not adopted further performance goals or target bonus amounts but may do so in the
future.

Equity Incentive Awards

In order to provide
an incentive to attract and retain directors, officers, and other employees whose services are considered valuable, to encourage
a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, on August
10, 2011, the Board approved and caused the Company to adopt, a new equity incentive plan (the “2011 Plan”), pursuant
to which 630,000 shares of our common stock are currently reserved for issuance as awards to employees, directors, consultants
and other service providers. This 2011 Plan was ratified by our shareholders as a part of the 2012 annual shareholders meeting.

From January 1, 2018
through December 31, 2018, the Company issued a total of 14,150 stock options to a total of eleven employees and two contracted
employees. These options vested immediately. From January 1, 2017 through December 31, 2017, the Company granted a total of 12,900
stock options to a total of thirteen employees. These options vested immediately.

During the year ended
December 31, 2018, the Company released and issued a total of 12,500 vested shares of common stock (related to previous
years grants to each of three directors of 15,000 shares which vest on a pro rata basis over a three year period), with
a per share fair value of $7.50, or $93,750 (based on the market price at the time of the agreement), to three directors
for their service as defined in their respective Restricted Stock Grant Agreements.

Effective March 27,
2018, based on authorization initially approved by the Board of Directors on December 19, 2017, and confirmed by resolutions adopted
by the Board on March 27, 2018, the Company granted a total of 15,000 shares of common stock with a per share value of
$7.50 per share (based on the market price at the time of the agreement), or $112,500, to three directors for performance
of their duties. These shares are being issued from a pool of 15,000 shares of common stock for each director of previously
authorized restricted stock grant awards for performance that are awarded if specific performance criteria are achieved or the
Board authorizes their award and vesting by specific resolutions.

On July 19, 2018,
Mr. Jay S. Potter resigned as a director of Envision, and the Company accepted Mr. Potter’s resignation effective on the
same date. In recognition of Mr. Potter’s long and valuable service to the Company, the Board of Directors authorized the
immediate vesting and issuance to Mr. Potter of the balance of the nonperformance restricted stock award scheduled to be issued
to him through December 31, 2018. As such, the Company released and issued a total of 2,500 vested shares of common stock
with a per share fair value of $7.50, or $18,750 (based on the market price at the time of the agreement).

On August 22, 2018,
Mr. Robert C. Schweitzer accepted an appointment as a new director of the Company effective August 22, 2018. Mr. Schweitzer is
an independent director who has also accepted an appointment to serve as the chairman of the Company’s audit committee.
In consideration for Mr. Schweitzer’s acceptance to serve as a director of the Company, the Company agreed to grant 30,000
restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant
Agreement, including but not limited to the following vesting schedule: 1,250 shares per quarter, pro-rata, over a 36 month
period commencing on September 30, 2018, issuable quarterly on the last day of each calendar quarter; provided, that the first
release will be of 1,250 shares on December 31, 2018 and the last release will be of 1,250 shares on September 30,
2021; and 15,000 shares based on the achievement by the Company of certain performance goals in accordance with the Agreement.
During the year ended December 31, 2018, the Company released and issued a total of 1,250 vested shares of common stock
to Mr. Schweitzer with a per share fair value of $10.00, or $12,500 (based on the market price at the time of the agreement),
for his service as defined in his respective Restricted Stock Grant Agreement.

During the year ended
December 31, 2017, the Company released upon vesting 15,000 shares of common stock with a per share fair value of $7.50,
or $112,500 (based on the market price at the time of the respective agreements), to three directors for their service as defined
in their respective Restricted Stock Grant Agreements.

Benefits and Prerequisites

At this stage of
our business we have limited benefits and no prerequisites for our employees other than vacation and sick benefits. We do not
have a 401(k) Plan or any other retirement plan for our Named Executive Officers. We may adopt these plans and confer other fringe
benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.

Separation and Change in Control
Arrangements

On October 18,
2016 and effective as of January 1, 2016, the Company entered into an employment agreement with its chief executive officer. la
agreement expires on January 1, 2021. The agreement provides for a payment to the chief executive officer in an amount equal to
four times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other
cause, or upon his disability, as defined in the agreement.

There were no other
employment agreements in effect as of December 31, 2018.

Executive Compensation

The following Summary
Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services rendered
in all capacities by our chief executive officer and all other compensated executive officers, as determined by reference to total
compensation for the fiscal year ended December 31, 2018 and 2017, who were serving as executive officers at the end of 2018 and
former executive officers, who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.

Summary Compensation Table

Név
et

Principal Position
Year Fizetés Deferred
Kártérítés
allocation Stock
Awards
Option
Awards(3)
All
    Other
Kártérítés
plein
Desmond Wheatley, Chief Executive Officer
    and President(1)

2018

2017

$200,000

$200,000

$50,000
$50,000

0

$35,000

0
0

0

0

0
0

$250,000

$285,000

Chris Caulson(2)

2018

2017

$165,000

$165,000

0
0

0

0

0
0

0

0

0
0

$165,000

$165,000

Officers
    as a Group

2018

2017

$365,000

$365,000

$50,000
$50,000

0

$35,000

0
0

0

0

0
0

$415,000

$450,000

(1) Mr. Wheatley joined
    the Company full time in December 2010 at which time he was appointed president. On August 10, 2011, Mr. Wheatley was appointed
    chief executive officer of the Company. In December 2016, Mr. Wheatley was named chairman of the board of directors.
(2) Mr. Caulson joined
    the Company full time in November 2010. On August 10, 2011, Mr. Caulson was appointed chief financial officer of the Company.
(3) This represents
    the fair value of the award as of the grant date in accordance with FASB ASC Topic 718.

Agreements with Executive Officers

Desmond Wheatley.
The Company entered into a five-year employment agreement with Mr. Wheatley on October 18, 2016, effective as of January
1, 2016. This agreement provides for an annual salary of $250,000, which will be paid (i) in twenty-four installments of $8,333.33
each on the fifteenth and last day of each month and (ii) twenty-four installments of $2,083.34, on the same dates, which Mr.
Wheatley will defer until such time as the Board of Directors, in its sole discretion, determines that payment of the deferred
salary and/or cessation of the deferral is appropriate, or when a payment is permissible under Section 409A of the Internal Revenue
Code of 1986, as amended, but not later than December 31, 2020. Upon any approved payment of the deferred compensation, Mr. Wheatley
may elect to accept that payment in cash or through conversion in whole or in part of the amount of the payment into shares of
the Company’s stock at $7.50 per share (as adjusted for our planned one-for-50 reverse stock split). All deferred amounts
will be evidenced by an unsecured convertible promissory note payable by the Company to Mr. Wheatley, bearing simple interest
at the rate of 10% per annum, accruing until paid, convertible into shares of the Company’s common stock at $7.50 per share
(subject to appropriate adjustment in the event of stock dividends, stock splits, recapitalizations, and similar extraordinary
transactions) whenever a payment is approved by the Company’s Board of Directors, with a maturity date of December 31, 2020.
Additionally, pursuant to the agreement, on October 18, 2016, Mr. Wheatley was granted 87,000 stock options to purchase 87,000
shares of the Company’s common stock pursuant to the Company’s 2011 Stock Incentive Plan, exercisable at an exercise
price of $7.50 per share for a period of ten years from the date of grant, vesting as follows: 29,000 on October 18, 2016, 29,000
on January 1, 2017, and 29,000 on January 1, 2018 (as adjusted for our planned one-for-50 reverse stock split).

Chris Caulson.
The Company does not have an employment agreement in place with Chris Caulson. He is an at will employee.

Outstanding Equity Awards at Fiscal Year End

The following table
summarizes the total outstanding incentive equity awards as of December 31, 2018, for each named executive officer (these figures
are adjusted to reflect our planned one-for-50 reverse stock split).

Név Number
    of securities underlying unexercised options – number exercisable (4)
Number
    of underlying unexercised securities options – number unexercisable (4)
Option
    gyakorlat
price (4)($)
Option
    lejárat
date
Desmond
    Wheatley
86,400
(1)
13.50 août
    9, 2021
Desmond Wheatley 87,000 (2) ____________ 7.50 October 17, 2026
Chris
    Caulson
54,000 (3) 13.50 August 9, 2021

(1) On August 10, 2011,
    Mr. Wheatley received 86,400 stock options pursuant to our 2011 Plan with an exercise price of $13.50 per share exercisable
    for a period of ten (10) years from the date of grant. One third of these options vested immediately, one third vested on
    November 1, 2011 and one third vested on November 1, 2012.
(2) On October 18,
    2016, Mr. Wheatley was granted 87,000 stock options to purchase 87,000 shares of the Company’s common stock pursuant
    to the Company’s 2011 Stock Incentive Plan, exercisable at an exercise price of $7.50 per share for a period of ten
    years from the date of grant, vesting as follows: 29,000 on October 18, 2016, 29,000 on January 1, 2017, and 29,000 on January
    1, 2018.
(3) On August 10,
    2011, Mr. Caulson was granted 54,000 stock options pursuant to our 2011 Plan with an exercise price of $13.50 per share exercisable
    for a period of ten (10) years from the date of grant. One third of these options vested immediately, one third vested on
    November 1, 2011 and one third vested on November 1, 2012.
(4) Adjusted to reflect
    our planned one-for-50 reverse stock split.

Option Exercises and Stock Vested

None of our executive
officers exercised any stock options or acquired stock through vesting of an equity award during the fiscal year ended December
31, 2018.

Director Compensation

The following table
sets forth all compensation paid, distributed, or accrued for services rendered in the capacities of non-executive Board members.

Név honoraires
    earned or cash paid
Year Option
Awards ($)(1)
Stock
Awards ($)(3)
All
autre
compensation
plein
    ($)
Jay
    Potter (2)(4)

2018

2017

75,000

37,500(4)

75,000

37,500

Anthony
    Posawatz (5)

2018

2017

75,000

37,500(5)

75,000

37,500

Peter
    Davidson (6)

2018

2017

75,000

37,500(6)

75,000

37,500

Robert
    C. Schweitzer (7)

2018

2017

12,500

12,500

All
    Directors as a Group

2018

2017

237,500

112,500

237,500

112,500

(1) This represents
    the fair value of the award as of the grant date in accordance with FASB ASC Topic 718. The share and per share figures in
    the footnotes to this table are adjusted to reflect our planned one-for-50 reverse stock split.
(2) Mr. Potter voluntarily
    resigned as a director on July 19, 2018.
(3) This represents
    the value of stock released to the director upon vesting during the identified period which is a portion of a larger multiple
    year award issued to the director for applicable multiple year services.
(4) During the twelve
    months ended December 31, 2017, 5,000 shares of common stock valued at $37,500 vested under an agreement with Mr. Potter.
    During the twelve months ended December 31, 2018, 2,500 shares of common stock valued at $18,750 vested under an agreement
    with Mr. Potter.  On March 27, 2018, the Company issued an additional 5,000 shares to this director as a fully vested
    restricted stock grant award for his performance. Mr. Potter’s services as a director terminated in July 2018. Upon
    his termination, the Board of Directors authorized the vesting of an additional 2,500 shares of common stock to Mr. Potter
    under the agreement, valued at $18,750.
(5) Effective as
    of December 31, 2016, Mr. Posawatz agreed to terminate his rights to unvested restricted shares of the Company’s common
    stock under a prior agreement with the Company, in consideration for which the Company granted to Mr. Posawatz 15,000 new
    restricted shares of the Company’s common stock, vesting 1/36 per month over a 36 month period commencing on the day
    after the date of grant, issuable quarterly on the last day of each calendar quarter so long as Mr. Posawatz serves as a director,
    employee, consultant or officer of the Company at the time of scheduled vesting. The Company granted an additional 15,000
    restricted shares of the Company’s common stock to Mr. Posawatz to vest in the future from time to time, subject to
    Mr. Posawatz achieving certain performance criteria to be agreed upon by the Board of Directors after discussion with senior
    management at a future date. During the twelve months ended December 31, 2017, 5,000 shares of common stock, valued at $37,500,
    vested under this agreement. On March 27, 2018, the Company issued an additional 5,000 shares to this director as a fully
    vested restricted stock grant award for his performance.
(6) Effective as
    of December 31, 2016, Mr. Davidson agreed to terminate his rights to  unvested restricted shares of the Company’s
    common stock under a prior agreement with the Company, in consideration for which the Company granted to Mr. Davidson 15,000
    new restricted shares of the Company’s common stock, vesting 1/36 per month over a 36 month period commencing on the
    day after the date of grant, issuable quarterly on the last day of each calendar quarter so long as Mr. Davidson serves as
    a director, employee, consultant or officer of the Company at the time of scheduled vesting. The Company granted an additional
    15,000 restricted shares of the Company’s common stock to Mr. Davidson to vest in the future from time to time, subject
    to Mr. Davidson achieving certain performance criteria to be agreed upon by the Board of Directors after discussion with senior
    management at a future date. During the twelve months ended December 31, 2017, 5,000 shares of common stock, valued at $37,500,
    vested under this agreement. On March 27, 2018, the Company issued an additional 5,000 shares to this director as a fully
    vested restricted stock grant award for his performance.
(7) On August 22,
    2018, Mr. Robert C. Schweitzer accepted an appointment as a new director of Envision Solar International, Inc., effective
    August 22, 2018. Mr. Robert C. Schweitzer is an independent director who has also accepted an appointment to serve as the
    Chairman of the Company’s Audit Committee. In consideration for Robert C. Schweitzer’s acceptance to serve as
    a director of the Company, the Company agreed to grant 30,000 restricted shares of its common stock to Mr. Schweitzer, subject
    to the vesting, performance and other terms and conditions in the Restricted Stock Grant Agreement, dated August 22, 2018,
    entered into by the Company and Mr. Schweitzer. The following vesting schedule applies to 15,000 of the shares: 1,250 shares
    per quarter over a 36 month period commencing to accrue on September 30, 2018, issuable quarterly on the last day of each
    calendar quarter; provided, that the first release will be of 1,250 shares on December 31, 2018 and the last release will
    be of 1,250 shares on September 30, 2021. The vesting of the remaining 15,000 shares will be subject to the achievement by
    the Company of certain performance goals as established by duly authorized resolutions of the Company’s Board of Directors
    adopted from time to time. During the twelve months ended December 31, 2018, 1,250 shares of common stock, valued at $12,500,
    vested under this agreement.

CERTAIN RELATIONSHIPS
AND RELATED PARTY TRANSACTIONS

The share and per
share information in this section of the prospectus is adjusted to reflect our planned one-for-50 reverse stock split.

During the year
ended December 31, 2018, the Company released and issued a total of 12,500 vested shares of common stock (related to previous
years grants to each of three directors of 15,000 shares which vest on a pro rata basis over a three year period), with a per
share fair value of $7.50, or $93,750 (based on the market price at the time of the agreement), to three directors for their service
as defined in their respective Restricted Stock Grant Agreements (“RSAs”). The $93,750 was expensed during the year
ended December 31, 2018.

Effective March
27, 2018, based on authorization initially approved by the Board of Directors on December 19, 2017, and confirmed by resolutions
adopted by the Board on March 27, 2018, the Company granted a total of 15,000 shares of common stock with a per share value of
$7.50 per share (based on the market price at the time of the agreement), or $112,500, split among three directors for performance
of their duties. These shares were issued from a pool of 15,000 shares of common stock for each director of previously authorized
restricted stock grant awards for performance that are awarded if specific performance criteria are achieved or the Board authorizes
their award and vesting by specific resolutions. These shares were immediately expensed.

On July 19, 2018,
Mr. Jay S. Potter resigned as a director of Envision Solar International, Inc. and the Company accepted Mr. Potter’s resignation
effective on the same date. In recognition of Mr. Potter’s long and valuable service to the Company, the Board of Directors
authorized the immediate vesting and issuance to Mr. Potter of the balance of the nonperformance restricted stock award scheduled
to be issued to him through December 31, 2018. As such, the Company released and issued a total of 2,500 vested shares of common
stock with a per share fair value of $7.50, or $18,750 (based on the market price at the time of the agreement), which was expensed
on July 19, 2018.

On August 22, 2018,
Mr. Robert C. Schweitzer accepted an appointment as a new director of the Company effective August 22, 2018. Mr. Schweitzer is
an independent director who has also accepted an appointment to serve as the chairman of the Company’s audit committee.
In consideration for Mr. Schweitzer’s acceptance to serve as a director of the Company, the Company agreed to grant 30,000
restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant Agreement,
including but not limited to the following vesting schedule: 1,250 shares per quarter, pro rata, over a 36 month period commencing
on September 30, 2018, issuable quarterly on the last day of each calendar quarter; provided, that the first release will be of
1,250 shares on December 31, 2018 and the last release will be of 1,250 shares on September 30, 2021; and 15,000 shares based
on the achievement by the Company of certain performance goals or upon a specific resolution of the Board of Directors, in accordance
with the Agreement. During the year ended December 31, 2018, the Company released and issued a total of 1,250 vested shares of
common stock to Mr. Schweitzer with a per share fair value of $0.20, or $12,500 (based on the market price at the time of the
agreement), for his service as defined in his respective Restricted Stock Grant Agreement. The $12,500 was expensed during the
year ended December 31, 2018.

Effective as of
February 15, 2017, the Company received conversion notices from all the current note holders effecting the conversion of the entire
principal balance of a convertible note outstanding and owed by the Company amounting to $600,000 and accrued and unpaid interest,
as of February 15, 2017, amounting to $104,709. The Company issued 93,961 shares of common stock at the contracted conversion
price of $7.50 per share, to retire the entirety of this convertible note. Of these shares, 46,319 shares were issued to Keshif
Ventures, LLC.

In June 2015, Gemini
Master Fund Ltd. sold an approximate 70% stake in its convertible promissory note to Robert Noble, our past Chairman in a private
transaction (“Note”). During the twelve months ended December 31, 2015, the Company made a $100,000 payment to Mr.
Noble to pay down the accrued interest on this Note. Effective January 20, 2016, Mr. Noble entered into a Purchase Option Agreement
with Greencore (the “Optionee”), pursuant to which the Optionee had the right to purchase or arrange for the purchase
of the Note from Mr. Noble and all of Mr. Noble’s shares in the Company (the “Option”), at any time prior to
March 31, 2016, which date was subsequently extended. During the fourth quarter of 2016, the Company was notified that a transaction,
or series of transactions, arranged by GreenCore, had officially closed pursuant to which the Note and 11,587,440 shares of our
common stock owned by Mr. Noble were acquired by a group of shareholders, some of whom are related parties to the Company. Keshif
Ventures, LLC obtained a 49.3% stake in the outstanding Note balance. Effective as of February 15, 2017, the Company received
conversion notices from all the then current Note holders to convert the entire principal balance of the Note amounting to $600,000
and accrued and unpaid interest, as of February 15, 2017, amounting to $104,709. Accordingly, the Note was repaid in full through
the conversion, and has a zero outstanding balance. The Company issued 93,961 shares of common stock at the contracted conversion
price of $7.50 per share. As a part of this transaction, Keshif Ventures LLC, a related party, received 46,319 shares based on
its ownership percentage of the Note. Additionally, as a part of these transactions, Jay Potter, our prior director, received
82,249 shares of common stock from these shareholders.

On October 18,
2016, the Company entered into a five year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley, the
Chief Executive Officer, President, and Chairman of the Company (the “Agreement”). Pursuant to the Agreement, Mr.
Wheatley will receive an annual deferred salary of $50,000 which Mr. Wheatley will defer until such time as Mr. Wheatley and the
Board of Directors agree that payment of the deferred salary and/or cessation of the deferral is appropriate. Additionally, on
March 29, 2017 the board of directors granted Mr. Wheatley a $35,000 bonus for which Mr. Wheatley agreed to defer such bonus under
the same terms of his salary deferral. All deferred amounts are evidenced by an unsecured convertible promissory note payable
by the Company to Mr. Wheatley. The balance of the note as of December 31, 2017 is $135,000. The balance of the note as of December
31, 2018, net of discount amounting to $7,749, is $177,251, with accrued and unpaid interest amounting to $28,220 which is included
in accrued expenses. This Note is classified as short term as of December 31, 2017 and long term as of December 31, 2018 on the
accompanying consolidated balance sheet.

During the year
ended December 31, 2017, the Company made cash payments totaling $54,000, and issued 3,600 shares of the Company’s common
stock with a total value of $27,000 to GreenCore Capital LLC for professional services provided to the Company pursuant to a consulting
agreement dated March 28, 2014. Jay Potter, a prior director of the Company, is the managing member of GreenCore.

During the year
ended December 31, 2017, the Company released 15,000 shares of common stock with a per share fair value of $7.50, or $112,500
(based on the market price at the time of the agreement), to three directors for their service as defined in their respective
RSAs.

During the year
ended December 31, 2017, and in consideration for the continued guaranty of the Company’s obligations extended under a now
terminated line of credit, the Company issued 9,077 shares of its common stock, with a per share value of $0.15 (based on contemporaneous
cash sales prices) or $68,078 to Keshif Ventures LLC, a related party, pursuant to the SPA. Additionally, during the year ended
December 31, 2017, pursuant to a private placement, the Company issued 26,227 shares of common stock for cash, with a per share
price of $7.50 per share or $200,000 to Keshif.

In 2016, the Company
entered into two nonexclusive, best efforts selling agreements with LightPath Capital, Inc., a FINRA registered broker-dealer,
50% of which is owned by one of the legal counsel to the Company. The selling agreements relate to a previous private placement
as well as a 2017 private placement of common stock that was conducted by the Company to raise up to $4,050,000 of capital. Under
the agreements, LightPath was entitled to a selling commission of 8% of total capital raised by it and warrants to purchase our
common stock at $7.50 per share for up to 5% of the number of shares of common stock sold by LightPath in the offerings. For the
13 months ended January 2018, which was the open term of the 2017 private placement, the Company paid $65,600 in commission and
is obligated to issue 5,467 warrants to purchase our common stock.

Effective as of
February 15, 2017, the Company received conversion notices from all the current note holders effecting the conversion of the entire
principal balance of a convertible note outstanding and owed by the Company amounting to $600,000 and accrued and unpaid interest,
as of February 15, 2017, amounting to $104,709. The Company issued 93,691 shares of common stock at the contracted conversion
price of $7.50 per share, to retire the entirety of this convertible note. Of these shares, 46,319 shares were issued to Keshif
Ventures, LLC.

The share and per
share information in this section are adjusted to reflect our planned one-for-50 reverse stock split.

SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table
sets forth certain information as of December 31, 2018 regarding the beneficial ownership of our common stock by (i) each person
or entity who, to our knowledge, beneficially owns more than 5% of our common stock; (ii) each executive officer and named officer;
(iii) each director; and (iv) all of our officers and directors as a group. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the
percentage of ownership of that person, shares of common stock subject to options or warrants held by that person that are currently
exercisable or become exercisable within 60 days of December 31, 2018 are deemed outstanding even if they have not actually been
exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other
person. Unless otherwise indicated in the footnotes to the following table, each of the stockholders named in the table has sole
voting and investment power with respect to the shares of our common stock beneficially owned. Except as otherwise indicated,
the address of each of the stockholders listed below is: c/o 5660 Eastgate Drive, San Diego, California 92121.

Unless otherwise indicated
and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole
voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse.
The figures on this table and in its footnotes are adjusted to reflect our planned one-for-50 reverse stock split.

Név
    of Beneficial Owner
Number
    of Shares Beneficially Owned (1)
Percentage
    Beneficially Owned Before Offering (2)
Percentage
    Beneficially Owned After Offering (2)
Desmond
    Wheatley
173,400 (3) 5.63 %
Chris Caulson 54,000 (4) 1.83 %
Peter Davidson 10,833 (5) 1.06 %
Anthony Posawatz 21,111 (5) 0.73 %*
Robert C. Schweitzer 1,250 (5) 0.04 %
Keshif Ventures,
    LLC
668,277 (6) 22.99 %
SFE VCF, LLC 462,425 (7) 13.73 %
All officers
    and directors as a group (5 persons)
2,805,594 8.95 %

*Beneficial ownership of less than one
percent.

(1) Shares of common
    stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise by such
    person of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity
    currently exercisable or exercisable within 60 days of December 31, 2018.
(2) Based on 2,906,630
    shares of our common stock outstanding as of December 31, 2018.
(3) Includes 173,400
    shares of common stock issuable upon the exercise of options which are currently exercisable or exercisable within 60 days
    of  December 31, 2018.
(4) Includes 54,000
    of common stock issuable upon the exercise of options which are currently exercisable or exercisable within 60 days of  December
    31, 2018.
(5) Includes shares
    that have vested pursuant to a RSA.
(6) The address of this
    shareholder is 990 Highland Drive, Suite 314, San Diego, California. 92075.  D. Taner Halicioglu and Nedim Halicioglu
    exercise the shared voting and dispositive powers with respect to the shares held by Keshif Ventures, LLC.
(7) SFE VCF, LLC
    as the holder of two convertible notes payable by the Company with an approximate aggregate outstanding balance of $2,482,003
    as of December 31, 2018, has the right to convert the outstanding balance into shares of our common stock at a conversion
    price of $9.54 per share. SFE VCF, LLC also owns 96,489 warrants to purchase 96,489 shares of our common stock at an exercise
    price of $7.50 per share, for 88,333 of these warrants, with the balance (i.e., 8,156) exercisable at $6.78 per share. Accordingly,
    the figure on the table for SFE VCF LLC’s beneficial ownership assumes that both notes are converted and all warrants
    are exercised.  Mr. William Scripps exercises the sole voting and dispositive powers with respect to the shares held
    by SFE VCF, LLC.

DESCRIPTION OF
OUR SECURITIES

Description of Existing Securities

General.
Our authorized capital stock, after accounting for our planned one-for-50 reverse stock split of our authorized, issued and outstanding
common stock, consists of 9,800,000 shares of common stock, par value $0.001 per share, of which 2,906,630 shares are issued and
outstanding as of December 31, 2018, and 10,000,000 shares of preferred stock, par value $0.001 per share with no shares issued
or outstanding as of December 31, 2018. See “CAPITALIZATION.” Under Nevada law and generally under state corporation
laws, the holders of our common and preferred stock will have limited liability pursuant to which their liability is limited to
the amount of their investment in us.

Common Stock.
Holders of common stock are entitled to one vote per share held of record on all matters submitted to a vote of stockholders.
The holders of common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority
of the outstanding shares of common stock entitled to vote in any election of directors may elect all of the directors standing
for election. Subject to preferential rights with respect to any series of preferred stock that may be issued, holders of the
common stock are entitled to receive ratably such dividends as may be declared by the board of directors on the common stock out
of funds legally available therefore and, in the event of a liquidation, dissolution or winding-up of our affairs, are entitled
to share equally and ratably in all of our remaining assets and funds.

Preferred Stock.
We are authorized to issue 10,000,000 shares of Preferred Stock, par value $0.001 per share, having such rights, preferences
and privileges, and issued in such series, as are determined by our Board of Directors. We currently have no shares of Preferred
Stock outstanding.

Warrants. Assuming
the effectiveness of the planned one-for-50 reverse stock split, we currently have common stock purchase warrants outstanding
to purchase a total of 134,339 shares of our common stock, exercisable until various dates ranging from March 2019 to March 2023,
117,614 of which are exercisable at an exercise price of $7.50 per share, 8,156 of which are exercisable at an exercise price
of $6.78 per share, and 8,569 of which are exercisable at an exercise price of $12.50 per share. The following table summarizes
the expiration dates of all outstanding warrants as of December 31, 2018, grouped on a quarterly basis:

Number
    of Warrants (1)
Range
    of Exercise Prices (1)
Fiscal
    Quarter Ending During Which Expiration Date Occurs
2,133 $12.50 March 31, 2019
1,333 $12.50 June 30, 2019
1,903 $12.50 September 30,
2019
3,200 $12.50 December 31, 2019
78,314 $7.50 September 30,
    2020
10,000 $7.50 December 31, 2020
8,156 $6.78 March 31, 2021
18,000 $7.50 September 30,
2021
5,833 $7.50 December 31, 2021
5,467 $7.50 March 31, 2023
(1) Reflects the planned
                                         implementation of a one-for-50 reverse stock split by us.

Description of Securities in this Offering

Units. Minden egyes
Unit consists of one share of our common stock, par value $0.001 per share, and one warrant (the “Warrants”) to purchase
one share of our common stock.

Public Warrants.
This offering of Units includes shares of our common stock and Warrants to purchase additional shares of our common stock. Accordingly,
upon completion of this offering we expect to have an additional 1,111,111 common stock purchase Warrants outstanding 1,277,777
if the Units reserved for the over-allotment are sold), each Warrant is exercisable for one share of common stock at an exercise
price of 105% of the price of each unit sold in the offering), exercisable for a period of five years from the initial
exercise date.

The number of Warrants
outstanding, and the exercise price of those securities, will be adjusted proportionately in the event of a reverse or forward
stock split of our common stock, a recapitalization or reclassification of our common stock, payment of dividends or distributions
in common stock to our common stock holders, or similar transactions. In the event that the Company effects a rights offering
to its common stock holders or a pro rata distribution of its assets among its common stock holders, then the holder of the Warrants
will have the right to participate in such distribution and rights offering to the extent of their pro rata share of the Company’s
outstanding common stock assuming they owned the number of shares of common stock issuable upon the exercise of their Warrants.
In the event of a “Fundamental Transaction” by the Company, such as a merger or consolidation of it with another company,
the sale or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions,
a purchase offer, tender offer or exchange offer, or any reclassification, reorganization or recapitalization of the Company’s
common stock, then the Warrant holder will have the right to receive, for each share of common stock issuable upon the exercise
of the Warrant, at the option of the holder, the number of shares of common stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional consideration payable as a result of the Fundamental Transaction,
that would have been issued or conveyed to the Warrant holder had the holder exercised the Warrant immediately preceding the closing
of the Fundamental Transaction. In lieu of receiving such common stock and additional consideration in the Fundamental Transaction,
the Warrant holder may elect to have the Company or the successor entity purchase the Warrant holder’s Warrant for its fair
market value measured by the Black Scholes method.

The Company will promptly
notify the Warrant holders in writing of any adjustment to the exercise price or to the number of the outstanding Warrants, declaration
of a dividend or other distribution, a special non-recurring cash dividend on or a redemption of the common stock, the authorization
of a rights offering, the approval of the stock holders required for any proposed reclassification of the common stock, a consolidation
or merger by the Company, sale of all or substantially all of the assets of the Company, any compulsory share exchange, or the
authorization of any voluntary or involuntary dissolution, liquidation, or winding up of the Company.

The Warrants contain
a contractual provision stating that all questions concerning the construction, validity, enforcement and interpretation of the
Warrants are governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law.

Representative
Warrants
. We also expect to have up to an additional 63,888 common stock purchase warrants outstanding ( if the Units reserved
for the over-allotment are sold), issuable to the underwriter of this offering (“Underwriter’s Warrants”). Minden egyes
Underwriter’s Warrant is exercisable for one share of common stock on a cash or cashless basis at an exercise price of 110%
of the price of each unit share of sold in the offering). The Underwriter’s Warrants will be non-exercisable for one
hundred eighty (180) days after the effective date (the “Effective Date”) of the registration statement of which this
Prospectus forms a part of this offering, and will expire five years after such Effective Date. The Underwriter’s Warrants
will contain provisions for one demand registration of the shares underlying the Underwriter’s Warrants at the Company’s
expense and one registration of the Underwriter’s Warrants at the Representative’s expense for a period of five years
from the Effective Date, and unlimited piggyback registration rights for a period of seven years after the Effective Date at the
Company’s expense.

The number of Underwriter’s
Warrants outstanding and the exercise price of those securities will be adjusted proportionately, as permitted by FINRA Rule 5110(f)(2)(G),
in the event of a reverse or forward stock split of our common stock, a recapitalization or reclassification of our common stock,
payment of dividends or distributions in common stock to our common stock holders, or similar transactions. In the event that
the Company effects a rights offering to its common stock holders or a pro rata distribution of its assets among its common stock
holders, then the holder of the Underwriter’s Warrants will have the right to participate in such distribution and rights
offering to the extent of their pro rata share of the Company’s outstanding common stock assuming they owned the number
of shares of common stock issuable upon the exercise of their warrants. In the event of a “Fundamental Transaction”
by the Company, such as a merger or consolidation of it with another company, the sale or other disposition of all or substantially
all of the Company’s assets in one or a series of related transactions, a purchase offer, tender offer or exchange offer,
or any reclassification, reorganization or recapitalization of the Company’s common stock, then the warrant holder will
have the right to receive, for each share of common stock issuable upon the exercise of the warrant, at the option of the holder,
the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration payable as a result of the Fundamental Transaction that would have been issued or conveyed to
the warrant holder had the holder exercised the warrant immediately preceding the closing of the Fundamental Transaction. In lieu
of receiving such common stock and additional consideration in the Fundamental Transaction, the warrant holder may elect to have
the Company or the successor entity purchase the warrant holder’s warrant for its fair market value measured by the Black
Scholes method.

The Company will promptly
notify the holders of the Underwriter’s Warrants in writing of any adjustment to the exercise price or to the number of
the outstanding warrants, declaration of a dividend or other distribution, a special non-recurring cash dividend on or redemption
of the common stock, the authorization of a rights offering, the approval of the stock holders required for any proposed reclassification
of the common stock, a consolidation or merger by the Company, sale of all or substantially all of the assets of the Company,
any compulsory share exchange, or the authorization of any voluntary or involuntary dissolution, liquidation, or winding up of
the Company.

Transfer Agent and Registrar

The transfer agent
and registrar for the Shares is Corporate Stock Transfer, Inc.

SHARES ELIGIBLE
FOR FUTURE SALE

Future sales of
substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options
or warrants, or upon debt conversion, or the anticipation of these sales, could adversely affect market prices prevailing from
time to time and could impair our ability to raise capital through sales of equity securities.

Upon completion
of this offering we estimate that we will have 4,017,741 outstanding shares of our common stock, calculated as of April
4, 2019, assuming no further exercise of outstanding warrants, and no sale of shares reserved for the underwriter for over-allotment
allocation, if any.

Sale of Restricted Securities

The shares of our
common stock sold pursuant to this offering will be registered under the Securities Act or 1933, as amended, and therefore freely
transferable, except for our affiliates. Our affiliates will be deemed to own “control” securities that are not registered
for resale under the registration statement covering this prospectus. Individuals who may be considered our affiliates after the
offering include individuals who control, are controlled by or are under common control with us, as those terms generally are
interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers.
Individuals who are our affiliates are not permitted to resell their shares of our common stock unless such shares are separately
registered under an effective registration statement under the Securities Act of 1933, as amended, or an exemption from the registration
requirements of the Securities Act of 1933, as amended, is available, such as Rule 144.

Rule 144

In general, under
Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns
“restricted securities” (i.e. securities that are not registered by an effective registration statement) of a “reporting
company” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter,
affiliates may not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding
shares of Common Stock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported
trading volume in such securities during the four preceding calendar weeks.

Sales under Rule
144 by our affiliates will also be subject to restrictions relating to manner of sale, notice and the availability of current
public information about us and may be affected only through unsolicited brokers’ transactions.

Persons not deemed
to be affiliates who have beneficially owned “restricted securities” for at least six months but for less than one
year may sell these securities, provided that current public information about the Company is “available,” which means
that, on the date of sale, we have been subject to the reporting requirements of the Exchange Act for at least 90 days and are
current in our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates
may engage in unlimited re-sales of such securities.

Shares received
by our affiliates in the Distribution or upon exercise of stock options or upon vesting of other equity-linked awards may be “controlled
securities” rather than “restricted securities.” “Controlled securities” are subject to the same
volume limitations as “restricted securities” but are not subject to holding period requirements.

MATERIAL U.S.
FEDERAL INCOME TAX CONSIDERATIONS

The following is a
summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our units,
common stock and warrants purchased in this offering, which we refer to collectively as our securities, but is for general information
purposes only and does not purport to be a complete analysis of all the potential tax considerations. The holder of a unit
generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying one share of common stock and
one warrant to purchase one share of common stock that underlie the unit, as the case may be. As a result, the discussion
below with respect to actual holders of common stock and warrants should also apply to holders of units (as the deemed owners
of the underlying common stock and warrants that comprise the units). This summary is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated thereunder,
administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively,
so as to result in U.S. federal income and estate tax consequences different from those set forth below. There can be no assurance
that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein,
and we have not obtained, and do not intend to obtain, an opinion of counsel or ruling from the IRS with respect to the U.S. federal
income tax considerations relating to the purchase, ownership or disposition of our securities.

This summary does
not address any alternative minimum tax considerations, any considerations regarding the tax on net investment income, or the
tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under any non-income tax laws, including
U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition, this summary does not address
tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax
rules, including, without limitation:

· banks,
    insurance companies or other financial institutions;

· Exempt d'impôt
    organizations or governmental organizations;

· szabályozott
    investment companies and real estate investment trusts;

· ellenőrzött
    foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal
    income tax;

· brókerek
    or dealers in securities or currencies;

· kereskedők
    in securities that elect to use a mark-to-market method of accounting for their securities holdings;

· személyek
    that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

· tax-qualified
    retirement plans;

· bizonyos
    former citizens or long-term residents of the United States;

· partnerségek
    or entities or arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities
    (and investors therein);

· személyek
    who hold our securities as a position in a hedging transaction, “straddle,” “conversion transaction”
    or other risk reduction transaction or integrated investment;

· személyek
who do not hold our securities as a capital asset within the meaning of Section 1221 of the Code; ou

· személyek
    deemed to sell our securities under the constructive sale provisions of the Code.

In addition, if
a partnership (or entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our securities,
the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership.
Accordingly, partnerships that hold our securities, and partners in such partnerships, should consult their tax advisors.

You are urged
to consult your own tax advisors with respect to the application of the U.S. federal income tax laws to your particular situation,
as well as any tax consequences of the purchase, ownership and disposition of our securities arising under the U.S. federal estate
or gift tax laws or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.

Allocation of Purchase Price and
Characterization of a Unit

No statutory,
administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal
income tax purposes and, therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S.
federal income tax purposes as the acquisition of one share of common stock and one warrant to purchase one share of common stock.
For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit
between such one share of common stock and one warrant to purchase one share of common stock based on their relative fair market
values at the time of issuance. Under U.S. federal income tax law, each investor must make his or her own determination of such
value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult his or her tax adviser
regarding the determination of value for these purposes. The price allocated to each share of common stock and each warrant should
be the stockholder’s tax basis in such share or warrant, as the case may be. Any disposition of a unit should be treated
for U.S. federal income tax purposes as a disposition of the one share of common stock and one warrant to purchase one share of
common stock comprising the unit, and the amount realized on the disposition should be allocated between the one share of common
stock and one warrant to purchase one share of common stock based on their respective relative fair market values (as determined
by each such unit holder on all the relevant facts and circumstances) at the time of disposition. The separation of the common
stock and warrants comprising units should not be a taxable event for U.S. federal income tax purposes.

The foregoing treatment
of the common stock and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Mert
there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS
or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor
is urged to consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations
of a unit). The balance of this discussion assumes that the characterization of the units described above is respected for U.S.
federal income tax purposes.

Consequences to U.S. Holders

The following is
a summary of the U.S. federal income tax consequences that will apply to a U.S. holder of our securities. For purposes of this
discussion, you are a U.S. holder if, for U.S. federal income tax purposes, you are a beneficial owner of our securities, other
than a partnership, that is:

· un
    individual citizen or resident of the United States;

· un
    corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United
    States, any State thereof or the District of Columbia;

· un
estate whose income is subject to U.S. federal income tax regardless of its source; ou

· un
    trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “United
    States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial
    decisions of the trust or (y) which has made a valid election to be treated as a “United States person.”

Distributions

As described in
the section titled “Dividend Policy,” we have never declared or paid cash dividends on our common stock and do not
anticipate paying any dividends on our common stock in the foreseeable future. However, if we do make distributions on our common
stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings
and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current
and our accumulated earnings and profits, the excess will constitute a return of capital and will first reduce your basis in our
common stock, but not below zero, and then will be treated as gain from the sale of stock as described below under “—Sale,
Exchange or Other Taxable Disposition of Common Stock.”

Dividend income
may be taxed to an individual U.S. holder at rates applicable to long-term capital gains, provided that a minimum holding period
and other limitations and requirements are satisfied. Any dividends that we pay to a U.S. holder that is a corporation will qualify
for a deduction allowed to U.S. corporations in respect of dividends received from other U.S. corporations equal to a portion
of any dividends received, subject to generally applicable limitations on that deduction. U.S. holders should consult their own
tax advisors regarding the holding period and other requirements that must be satisfied in order to qualify for the reduced tax
rate on dividends or the dividends-received deduction.

Constructive
Distributions

The terms of the
warrants allow for changes in the exercise price of the warrants under certain circumstances. A change in exercise price of a
warrant that allows holders to receive more shares of common stock on exercise may increase a holder’s proportionate interest
in our earnings and profits or assets. In that case, such holder may be treated as though it received a taxable distribution in
the form of our common stock. A taxable constructive stock distribution would generally result, for example, if the exercise price
is adjusted to compensate holders for distributions of cash or property to our stockholders.

Not all changes
in the exercise price that result in a holder’s receiving more common stock on exercise, however, would be considered as
increasing a holder’s proportionate interest in our earnings and profits or assets. For instance, a change in exercise price
could simply prevent the dilution of a holder’s interest upon a stock split or other change in capital structure. Changes
of this type, if made pursuant to bona fide reasonable adjustment formula, are not treated as constructive stock distributions
for these purposes. Conversely, if an event occurs that dilutes a holder’s interest and the exercise price is not adjusted,
the resulting increase in the proportionate interests of our stockholders could be treated as a taxable stock distribution to
our stockholders.

Any taxable constructive
stock distributions resulting from a change to, or a failure to change, the exercise price of the warrants that is treated as
a distribution of common stock would be treated for U.S. federal income tax purposes in the same manner as distributions on our
common stock paid in cash or other property, resulting in a taxable dividend to the recipient to the extent of our current or
accumulated earnings and profits (with the recipient’s tax basis in its common stock or warrants, as applicable, being increased
by the amount of such dividend), and with any excess treated as a return of capital or as capital gain. U.S. holders should consult
their own tax advisors regarding whether any taxable constructive stock dividend would be eligible for tax rates applicable to
long-term capital gains or the dividends-received deduction described under “—Distributions,” as the requisite
applicable holding period requirements might not be considered to be satisfied.

Sale, Exchange
or Other Taxable Disposition of Common Stock

A U.S. holder will
generally recognize capital gain or loss on the sale, exchange or other taxable disposition of our common stock. The amount of
gain or loss will equal the difference between the amount realized on the sale and such U.S. holder’s tax basis in such
common stock. The amount realized will include the amount of any cash and the fair market value of any other property received
in exchange for such common stock. Gain or loss will be long-term capital gain or loss if the U.S. holder has held the common
stock for more than one year. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates.
The deductibility of capital losses is subject to certain limitations.

Sale, Exchange,
Redemption, Lapse or Other Taxable Disposition of a Warrant

Upon a sale, exchange,
redemption, lapse or other taxable disposition of a warrant, a U.S. holder generally will recognize capital gain or loss in an
amount equal to the difference between the amount realized (if any) on the disposition and such U.S. holder’s tax basis
in the warrant. The amount realized will include the amount of any cash and the fair market value of any other property received
in exchange for the warrant. The U.S. holder’s tax basis in the warrant generally will equal the amount the holder paid
for the warrant. Gain or loss will be long-term capital gain or loss if the U.S. holder has held the warrant for more than one
year. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates. The deductibility of capital
losses is subject to certain limitations.

Gyakorlat
of a Warrant

The exercise of
a warrant for shares of common stock generally will not be a taxable event for the exercising U.S. holder, except with respect
to cash, if any, received in lieu of a fractional share. A U.S. holder will have a tax basis in the shares of common stock received
on exercise of a warrant equal to the sum of the U.S. holder’s tax basis in the warrant surrendered, reduced by any portion
of the basis allocable to a fractional share, plus the exercise price of the warrant. A U.S. holder generally will have a holding
period in shares of common stock acquired on exercise of a warrant that commences on the date of exercise of the warrant.

Consequences to Non-U.S. Holders

The following is
a summary of the U.S. federal income tax consequences that will apply to a non-U.S. holder of our securities. A “non-U.S.
holder” is a beneficial owner of our securities (other than a partnership or an entity or arrangement treated as a partnership
for U.S. federal income tax purposes) that, for U.S. federal income tax purposes, is not a U.S. holder.

Distributions

Subject to the
discussion below regarding effectively connected income, any dividend, including any taxable constructive stock dividend resulting
from certain adjustments, or failure to make adjustments, to the exercise price of a warrant (as described above under “Consequences
to U.S. Holders—Constructive Distributions”), paid to a non-U.S. holder generally will be subject to U.S. withholding
tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income
tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E
or other applicable IRS Form W-8 properly certifying qualification for the reduced rate. These forms must be updated periodically.
A non-U.S. holder eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of
any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If a non-U.S. holder holds our securities
through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required
to provide appropriate documentation to the agent, which then may be required to provide certification to us or our paying agent,
either directly or through other intermediaries.

Dividends received
by a non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business (and, if required by an applicable
income tax treaty, attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States)
are generally exempt from such withholding tax if the non-U.S. holder satisfies certain certification and disclosure requirements.
In order to obtain this exemption, the non-U.S. holder must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8
properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at
the same graduated U.S. federal income tax rates applicable to U.S. holders, net of certain deductions and credits. Továbbá,
dividends received by a corporate non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business
may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax
treaty. Non-U.S. holders should consult their own tax advisors regarding any applicable tax treaties that may provide for different
rules.

Gain on Sale,
Exchange or Other Taxable Disposition of Common Stock or Warrants

Subject to the
discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S.
federal income tax on any gain realized upon the sale, exchange or other taxable disposition of our common stock or a warrant
unless:

· la
    gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an
    applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S.
    holder in the United States);

· la
    non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating
183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; ou

· megoszt
    of our common stock or our warrants, as applicable, constitute U.S. real property interests by reason of our status as a “United
    States real property holding corporation” (a USRPHC) for U.S. federal income tax purposes at any time within the shorter
    of the five-year period preceding the non-U.S. holder’s disposition of, or the non- U.S. holder’s holding period
    for, our common stock or warrants, as applicable.

We believe that
we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so
assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property
relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in
the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities
market, such common stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively
hold more than five percent of such regularly traded common stock at any time during the shorter of the five-year period preceding
the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our common stock. Továbbá,
provided that our common stock is regularly traded on an established securities market, a warrant will not be treated as a U.S.
real property interest with respect to a non-U.S. holder if such holder did not own, actually or constructively, warrants whose
total fair market value on the date they were acquired (and on the date or dates any additional warrants were acquired) exceeded
the fair market value on that date (and on the date or dates any additional warrants were acquired) of 5% of all our common stock.

If the non-U.S.
holder is described in the first bullet above, it will be required to pay tax on the net gain derived from the sale, exchange
or other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described
in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or such lower rate as may be specified
by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay
a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange or
other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has
timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors
regarding any applicable income tax or other treaties that may provide for different rules.

Federal Estate
Tax

Common stock or
warrants beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal
estate tax purposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal
estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty
provides otherwise.

Backup Withholding and Information
Jelentés

Generally, we must
report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any.
A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports
available to tax authorities in your country of residence.

Payments of dividends
on or of proceeds from the disposition of our securities made to you may be subject to information reporting and backup withholding
at a current rate of 28% unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS
Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Notwithstanding the foregoing, backup withholding and information
reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Backup withholding
is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained
from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Account Tax Compliance

The Foreign Account
Tax Compliance Act (“FATCA”) generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds
from the sale or other disposition of our securities paid to a “foreign financial institution” (as specially defined
under these rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold
on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account
holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders
that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal
withholding tax of 30% on dividends on and gross proceeds from the sale or other disposition of our securities paid to a “non-financial
foreign entity” (as specially defined for purposes of these rules) unless such entity provides the withholding agent with
a certification identifying certain substantial direct and indirect U.S. owners of the entity, certifies that there are none or
otherwise establishes an exemption. The withholding provisions under FATCA generally apply to dividends paid by us, and under
current transitional rules are expected to apply with respect to the gross proceeds from a sale or other disposition of our securities
on or after January 1, 2019. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes.
An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described
in this paragraph. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation
on their investment in our securities.

Each prospective
investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences
of purchasing, owning and disposing of our securities, including the consequences of any proposed changes in applicable laws.

UNDERWRITING

We have entered into
an underwriting agreement with Maxim Group LLC as the sole representative of the underwriters (“Maxim” or the “Representative”),
with respect to the shares and warrants being offered. Maxim is the sole book running manager for the offering. Subject to
the terms and conditions of an underwriting agreement between us and the Representative, we have agreed to sell to each underwriter
named below, and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting
discounts set forth on the cover page of this prospectus, the number of shares of common stock and warrants listed next to its
name in the following table:

Name of Underwriter Number of Shares Number of Warrants
Maxim Group LLC
Joseph Gunnar & Co., LLC
plein

The underwriters
are committed to purchase all the shares of common stock and warrants offered by this prospectus if they purchase any shares of
common stock and warrants. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments
of non-defaulting underwriters may be increased or the offering may be terminated. The underwriters are not obligated to purchase
the shares of common stock and/or warrants covered by the underwriters’ over-allotment option described below. The underwriters
are offering the shares of common stock and warrants, subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of legal matters by their counsel, and other conditions contained in the underwriting agreement, such as the receipt
by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel
or modify offers to the public and to reject orders in whole or in part.

Over-Allotment Option

We have granted
to the underwriters an option, exercisable no later than 45 calendar days after the date of the underwriting agreement, to purchase
up to 166,666 shares of common stock and/or warrants at the public offering price listed on the cover page of this prospectus,
less underwriting discounts and commissions. The underwriters may exercise this option only to cover over-allotments, if any,
made in connection with this offering. To the extent the option is exercised and the conditions of the underwriting agreement
are satisfied, we will be obligated to sell to the underwriters, and the underwriters will be obligated to purchase, these additional
shares of common stock and/or warrants.

Representative’s Warrants

We have agreed to
(i) grant to Maxim Group LLC and Joseph Gunnar & Co., LLC, warrants to purchase a number of shares equal to five percent (5%)
of the total number of shares of common stock sold in this offering, other than to investors introduced by the Company, at an
exercise price equal to 110% of the price per unit sold in this offering; and (ii) grant Maxim warrants to purchase a number
of shares equal to five percent (5%) of the total number of shares of common stock sold in this offering to investors introduced
by the Company at an exercise price equal to 110% of the price per unit sold in this offering. The warrants (the “Underwriter’s
Warrants”) will contain a cashless exercise feature. Each Underwriter’s Warrant is exercisable for one share of common
stock on a cash or cashless basis at an exercise price of 110% of the price of each unit sold in the offering. The Underwriter’s
Warrants will be non-exercisable for one hundred eighty (180) days after the effective date (the “Effective Date”)
of the registration statement of which this Prospectus forms a part of this offering, and will expire five years after such Effective
Date. The Underwriter’s Warrants will contain provisions for one demand registration of the shares underlying the Underwriter’s
Warrants at the Company’s expense and one registration of the Underwriter’s Warrants at the Representative’s
expense for a period of five years from the Effective Date, and unlimited piggyback registration rights for a period of seven
years after the Effective Date at the Company’s expense.

The number of Underwriter’s
Warrants outstanding, and the exercise price of those securities, will be adjusted proportionately, as permitted by FINRA Rule
5110(f)(2)(G).

Discounts and Commissions

We have agreed to
(i) pay the underwriters a cash fee equal to eight percent (8%) of the aggregate gross proceeds raised in this offering other
than from investors introduced by the Company; (ii) pay Maxim a cash fee equal to five percent (5%) of the aggregate gross proceeds
raised in this offering from investors that are introduced by the Company; (iii) grant underwriters warrants to purchase that
number of shares of our common stock equal to an aggregate of five percent (5%) of the shares of common stock sold in the offering
other than from investors introduced by the Company (or 63,888 shares, assuming the over-allotment option is fully exercised);
and (iv) pay to Maxim warrants to purchase that number of shares of common stock equal to an aggregate of five percent (5%) of
the shares of common stock sold to investors introduced by the Company in the offering. Such underwriters’ warrants shall
have an exercise price equal 110% of the public offering price, terminate five years after the effectiveness of the registration
statement of which this prospectus forms a part, and otherwise have the same terms as the warrants sold in this offering to the
extent permitted by FINRA Rule 5110(f)(2)(G) except that (1) they will not be subject to redemption by the Company and (2) they
will provide for unlimited piggyback registration rights with respect to the underlying shares during the seven (7) year period
commencing on the effective date of this offering and demand registration rights during the five (5) year period commencing on
the Effective Date of this offering. Such underwriters’ warrants will be subject to FINRA Rule 5110(g)(1) in that, except
as otherwise permitted by FINRA rules, for a period of 180 days following the effectiveness of the registration statement, of
which this prospectus forms a part, the underwriters’ warrants shall not be (A) sold, transferred, assigned, pledged, or
hypothecated, or (B) the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective
economic disposition of the securities by any person.

The Representative
has advised us that the underwriters propose to offer the shares and warrants directly to the public at the public offering price
set forth on the cover of this prospectus. In addition, the representative may offer some of the shares and warrants to other
securities dealers at such price less a concession of up to $_________ per share. After the offering to the public, the offering
price and other selling terms may be changed by the representative without changing the Company’s proceeds from the underwriters’
purchase of the shares and warrants.

The following table
summarizes the public offering price, underwriting commissions and proceeds before expenses to us assuming both no exercise and
full exercise of the underwriters’ option to purchase additional shares and warrants. The underwriting commissions are equal
to the public offering price per share less the amount per share the underwriters pay us for the shares.

procès
    Share(1)
plein
    Without Over Allotment
plein
    With Over Allotment
Public
    offering price
$
Underwriting
    discounts and commissions
$
Proceeds,
    before expenses, to us
$

(1) la
    fees shown do not include the warrant to purchase shares of common stock issuable to the underwriters at closing.

We estimate that
the total expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses,
but excluding underwriting discounts and commissions, will be approximately $507,934, all of which are payable by us. cette
figure includes expense reimbursements we have agreed to pay Maxim for reimbursement of its expenses related to the offering up
to a maximum aggregate expense allowance of $100,000
for which we have paid a $10,000 advance, which will be returned to us to the extent not offset by actual expenses.

Lock-Up Agreements

We and each of
our officers, directors, affiliates and certain existing stockholders aggregating at least 1.0% of our outstanding shares have
agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of
or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for
shares of our common stock for a period of six (6) months after this offering is completed without the prior written consent of
Maxim Group LLC.

Maxim may in its
sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration
of the lock-up period. When determining whether or not to release shares from the lock-up agreements, the Representative will
consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which
the release is being requested and market conditions at the time.

Right of First Refusal

Mi
have granted Maxim a right of first refusal, for a period of twelve months from the commencement of sales of this offering,
to act as sole and exclusive investment banker, book-runner, financial advisor, underwriter and/or placement agent, at the Maxim’s
sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity
linked financings (each, a “Subject Transaction”), during such twelve (12) month period, of the Company, or any successor
to or subsidiary of the Company, on terms and conditions customary to the Maxim for such Subject Transactions. The right
of first referral does not apply to any financing or transactions consummated without the retention of a Financial Industry Regulatory
Authority (“FINRA”) registered broker dealer or other party to which the Company pays a finder’s fee
.

Indemnification

We have agreed
to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to
payments that the underwriters may be required to make for these liabilities.

OTC-QB and NASDAQ Capital Market

Our common stock
is presently quoted on the OTC-QB marketplace under the symbol “EVSI”. We have applied to have our common stock and
warrants listed on The NASDAQ Capital Market under the symbols “EVSI” and “EVSIW”, respectively. No assurance
can be given that our application will be approved. Trading Quotes of securities on an over-the-counter marketplace may not be
indicative of the market price of those securities on a national securities exchange. There is no established public trading market
for the warrants. No assurance can be given that a trading market will develop for the warrants.

Price Stabilization, Short Positions,
and Penalty Bids

In connection with
this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common
stock. Specifically, the underwriters may over-allot in connection with this offering by selling more shares and warrants than
are set forth on the cover page of this prospectus. This creates a short position in our common stock for its own account. la
short position may be either a covered short position or a naked short position. In a covered short position, the number of shares
common stock or warrants over-allotted by the underwriters is not greater than the number of shares of common stock or warrants
that they may purchase in the over-allotment option. In a naked short position, the number of shares of common stock or warrants
involved is greater than the number of shares common stock or warrants in the over-allotment option. To close out a short position,
the underwriters may elect to exercise all or part of the over-allotment option. The underwriters may also elect to stabilize
the price of our common stock or reduce any short position by bidding for, and purchasing, common stock in the open market. Since
the warrants will not be listed and are not expected to trade, the underwriters cannot purchase the warrants in the open market
and, as a result, the underwriters cannot and will not enter into naked short positions.

The underwriters
may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for
distributing a security in this offering because the underwriter repurchases that security in stabilizing or short covering transactions.

Finally, the underwriters
may bid for, and purchase, shares of our common stock in market making transactions, including “passive” market making
transactions as described below.

These activities
may stabilize or maintain the market price of our common stock at a price that is higher than the price that might otherwise exist
in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of
these activities at any time without notice. These transactions may be effected on NASDAQ, in the over-the-counter market, or
otherwise.

In connection with
this offering, the underwriters and selling group members, if any, or their affiliates may engage in passive market making transactions
in our common stock immediately prior to the commencement of sales in this offering, in accordance with Rule 103 of Regulation
M under the Exchange Act. Rule 103 generally provides that:

· un
    passive market maker may not effect transactions or display bids for our common stock in excess of the highest independent
    bid price by persons who are not passive market makers;

· háló
    purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily
    trading volume in our common stock during a specified two-month prior period or 200 shares, whichever is greater, and must
be discontinued when that limit is reached; et

· passzív
    market making bids must be identified as such.

Electronic Distribution

A prospectus in
electronic format may be made available on a website maintained by the representatives of the underwriters and may also be made
available on a website maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters
for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters
to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering,
the underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than
prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

The underwriters
have informed us that they do not expect to confirm sales of shares and warrants offered by this prospectus to accounts over which
they exercise discretionary authority.

Other than the
prospectus in electronic format, the information on any underwriter’s website and any information contained in any other
website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms
a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied
upon by investors.

Certain Relationships

Certain of the
underwriters and their affiliates may provide, from time to time, investment banking and financial advisory services to us in
the ordinary course of business, for which they may receive customary fees and commissions.

Notice to Prospective Investors
in Canada

This prospectus
constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian securities laws.
No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer
and sale of the shares. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon
this prospectus or on the merits of the shares and any representation to the contrary is an offence.

Canadian investors
are advised that this prospectus has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts
(“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, this prospectus is exempt from the requirement that the Company
and the underwriter(s) provide Canadian investors with certain conflicts of interest disclosure pertaining to “connected
issuer” and/or “related issuer” relationships that may exist between the Company and the underwriter(s) as would
otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

Resale Restrictions

The offer and sale
of the shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares
and files a prospectus under applicable Canadian securities laws. Any resale of shares acquired by a Canadian investor in this
offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction,
and which may require resales to be made in accordance with Canadian prospectus requirements, pursuant to a statutory exemption
from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale
restrictions may under certain circumstances apply to resales of the shares outside of Canada.

Representations of Purchasers

Each Canadian investor
who purchases shares will be deemed to have represented to the Company, the underwriters and to each dealer from whom a purchase
confirmation is received, as applicable, that the investor is (i) purchasing as principal, or is deemed to be purchasing as principal
in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii)
an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions vagy,
in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted
client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations
.

Taxation and Eligibility for Investment

Any discussion
of taxation and related matters contained in this prospectus does not purport to be a comprehensive description of all of the
tax considerations that may be relevant to a Canadian investor when deciding to purchase the shares and, in particular, does not
address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident,
or deemed resident, of Canada of an investment in the shares or with respect to the eligibility of the shares for investment by
such investor under relevant Canadian federal and provincial legislation and regulations.

Rights of Action for Damages or
Rescission

Securities legislation
in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum (such as
this prospectus), including where the distribution involves an “eligible foreign security” as such term is defined
in Ontario Securities Commission Rule 45-501Ontario Prospectus and Registration Exemptions and in Multilateral Instrument
45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions, as applicable, with a remedy for
damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum, or other
offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation”
as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised
or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and
defenses under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation
from any other right or remedy available at law to the investor.

Language of Documents

Upon receipt of
this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating
in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice)
be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme
par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de
quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant,
pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

LEGAL MATTERS

The validity of the
issuance of the shares of common stock covered by this prospectus will be passed upon for us by Weintraub Tobin Chediak Coleman
Grodin, special counsel to Envision.

EXPERTS

Our consolidated financial
statements as of and for our years ended December 31, 2018 and December 31, 2017 included in this prospectus and elsewhere in
the registration statement have been audited by Salberg & Company, P.A., an independent registered public accounting firm,
as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts
in auditing and accounting in giving said reports.

INTERESTS OF
NAMED EXPERTS AND COUNSEL

No named expert
or counsel was hired on a contingent basis, will receive a direct or indirect interest in the issuer, or was a promoter, underwriter,
voting trustee, director, officer, or employee of Envision.

WHERE YOU CAN
FIND MORE INFORMATION

We have
filed with the Securities and Exchange Commission, Washington, D.C., 20549, under the Securities Act of 1933, a registration
statement on Form S-1 relating to the securities offered hereby. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our
company and the securities we are offering by this prospectus you should refer to the registration statement, including the
exhibits and schedules thereto. You may inspect a copy of the registration statement without charge at the Public Reference
Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by calling the Securities and Ex