Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (date of earliest event reported): May 22, 2017





(Exact name of registrant as specified in its charter)


Nevada   333-212315   47-4823945

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


97 River Road, Flemington, NJ 08822

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (908) 837-9097


Copy of correspondence to:


James M. Turner, Esq.

Marc J. Ross, Esq.

Sichenzia Ross Ference Kesner LLP

61 Broadway

New York, New York 10006

Tel: (212) 930-9700 Fax: (212) 930-9725


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [X]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






Item 2.02 Results of Operations and Financial Condition.


On May 22, 2017, H/Cell Energy Corporation announced its operating results for the first fiscal quarter ended March 31, 2017. A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


99.01 Press Release, dated May 22, 2017, issued by H/Cell Energy Corporation*



 * Furnished herewith.






Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: May 22, 2017 By: /s/ ANDREW HIDALGO
    Andrew Hidalgo
    Chief Executive Officer





Exhibit 99.01


H/Cell Energy Reports FY2017 First Quarter Results


Flemington, NJ, May 22, 2017 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen energy systems, has announced financial results for the first fiscal quarter ended March 31, 2017.


In the first quarter, HCCC reported revenue of $1,866,845 and a net loss of $56,124 or $0.01 per diluted share, which includes the retrospective application of common control financials.


Andrew Hidalgo, CEO of HCCC, commented, “As we are in our early stages of growth, HCCC is pleased to report record revenue growth. HCCC would have posted a positive net income had it not been for certain accounting pronouncements, which required HCCC to consolidate financials along with The Pride Group for the same reporting period, since The Pride Group was a common control acquisition. Although the acquisition of The Pride Group was concluded on January 31, 2017, HCCC had to account for their entire financial month of January 2017, even though HCCC did not own The Pride Group during that time. We see a very positive outlook ahead. At March 31, 2017, our bid list was approximately $6.5 million and our work in progress backlog was approximately $1.6 million. HCCC will continue to focus on organic growth as well as identifying strategic acquisitions in the months ahead.”


About H/Cell Energy Corporation:


H/Cell Energy Corporation is a systems integrator that focuses on the design and implementation of clean energy solutions including solar, battery technology and hydrogen energy systems. The company serves the residential, commercial and government sectors. Please visit our website at www.hcellenergy.com for more information.


Forward Looking Statements:


Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on current expectations and actual results could differ materially. H/Cell Energy Corporation does not undertake an obligation to update or revise any forward-looking statement. The information set forth herein speaks only as of the date hereof.


H/Cell Energy Corporation

Investor Relations

908-837-9097 x-2







    March 31, 2017     December 31, 2016  
    (Unaudited)     (as restated)  
Current assets:                
Cash and cash equivalents   $ 346,893     $ 537,867  
Accounts receivable ( net retention)     1,521,592       650,886  
Prepaid expenses     7,425       14,168  
Costs in excess of billings     80,826       91,904  
Total current assets     1,956,736       1,294,825  
Property and equipment, net     106,603       99,816  
Security deposits and other non-current assets     8,718       8,497  
Total assets   $ 2,072,057     $ 1,403,138  
Current liabilities:                
Accounts payable and accrued expenses   $ 1,394,199     $ 713,237  
Billings in excess of costs     104,718       83,538  
Sales tax payable     120,617       114,085  
Total current liabilities     1,619,534       910,860  
Commitments and Contingencies                
Stockholders’ Equity                
Common Stock - $0.0001 par value; 25,000,000 shares authorized; 6,941,579 and 3,131,579 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively     694       313  
Preferred Stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding     -       -  
Additional paid-in capital     1,288,041       1,283,422  
Accumulated deficit     (796,775 )     (740,651 )
Accumulated other comprehensive loss     (39,437 )     (50,806 )
Total stockholders’ equity     452,523       492,278  
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY   $ 2,072,057     $ 1,403,138  








    For the Three Months Ended
March 31,
    2017     2016  
Construction income   $ 1,850,755     $ 1,216,004  
Related party     16,090       -  
Total revenue     1,866,845       1,216,004  
Cost of goods sold                
Direct costs     1,413,820       914,262  
Related party     15,905       -  
Total cost of goods sold     1,429,725       914,262  
Gross profit     437,120       301,742  
Operating expenses                
Research and development     -       2,000  
General and administrative expenses     493,244       953,495  
Total operating expenses     493,244       955,495  
Loss from operations     (56,124 )     (653,753 )
Income tax provision (benefit)     -       -  
Net loss   $ (56,124 )   $ (653,753 )
Other comprehensive loss, net                
Change in foreign currency translation adjustment     11,369       11,268  
Comprehensive loss   $ (44,755 )   $ (642,485 )
Loss per share                
Basic   $ (0.01 )   $ (0.27 )
Weighted average common shares outstanding                
Basic     5,657,309       2,432,749