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): April 2, 2018





(Exact name of registrant as specified in its charter)


Nevada   000-55802   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

1185 Avenue of the Americas, 37 th Floor

New York, New York 10036

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 ☒


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 April 2, 2018, H/Cell Energy Corporation announced its operating results for the fiscal year ended December 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 April 2, 2018, 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: April 2, 2018 By: /s/ ANDREW HIDALGO
    Andrew Hidalgo
    Chief Executive Officer






Exhibit 99.01


H/Cell Energy Reports FY2017 Year End Financial Results


Flemington, NJ, April 2, 2018 (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 its fiscal year ended December 31, 2017.


For the twelve months ended December 31, 2017, HCCC generated revenue of $6,352,886 and net income of $8,897 or $0.00 in earnings per share, fully diluted. This compares to revenue of $5,007,103 and a net loss of $706,727, or ($0.25) in earnings per share, fully diluted, for the prior year ended December 31, 2016.


Andrew Hidalgo, CEO of HCCC, commented, “We are very pleased to post a profitable year in FY2017, especially as a young company. In addition, we had a substantial gain in revenue and earnings year over year. Our subsidiaries are performing well and we are establishing cost efficiencies as we assimilate each acquisition. As of December 31, 2017, our backlog of orders stood at $1,091,816 and our bid list totaled $7,100,030 which although does not represent orders, is a sign of future potential. We also believe that our financial condition is solid, with $455,700 in cash, $1,485,496 in assets and $420,550 in working capital as of December 31, 2017. We have a very bright future in clean energy with a market full of opportunities. We believe our hydrogen energy systems will become a primary energy source for electric power in both the residential and commercial sectors. HCCC remains focused on clean energy for a better environment.”


About H/Cell Energy Corporation:


H/Cell Energy Corporation is an integrator that focuses on the design and implementation of clean energy solutions including solar, battery, fuel cell and hydrogen generation systems. In addition, through its subsidiaries, HCCC also provides environmental systems and security systems integration. HCCC 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








    December 31, 2017     December 31, 2016  
          (As restated)  
Current assets:                
Cash and cash equivalents   $ 455,700     $ 537,867  
Accounts receivable (net retention)     808,050       650,886  
Prepaid expenses     14,669       14,168  
Costs and earnings in excess of billings     51,531       91,904  
Total current assets     1,329,950       1,294,825  
Property and equipment, net     102,573       99,816  
Security deposits and other non-current assets     8,416       8,497  
Deferred tax asset     44,257       -  
Total assets   $ 1,485,196     $ 1,403,138  
Current liabilities:                
Accounts payable and accrued expenses   $ 631,385     $ 661,237  
Management fees payable – related party     31,257       52,000  
Billings in excess of costs and earnings     87,206       83,538  
Sales tax payable     61,239       114,085  
Income tax payable     98,313       -  
Total current liabilities   $ 909,400     $ 910,860  
Commitments and contingencies                
Stockholders’ equity                
Preferred Stock - $0.0001 par value; 5,000,000 shares authorized;
0 shares issued and outstanding
    -       -  
Common Stock - $0.0001 par value; 25,000,000 shares authorized;
7,041,579 and 3,131,579 shares issued and outstanding
as of December 31, 2017 and December 31, 2016, respectively
    704       313  
Additional paid-in capital     1,335,656       1,283,422  
Accumulated deficit     (731,754 )     (740,651 )
Accumulated other comprehensive loss     (28,810 )     (50,806 )
Total stockholders’ equity     575,796       492,278  
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY   $ 1,485,196     $ 1,403,138  


The accompanying notes are an integral part of these audited consolidated financial statements.









For the Year

Ended December 31,

    2017     2016  
          (As restated)  
Construction income   $ 6,266,967     $ 4,978,576  
Related party     85,919       28,527  
Total revenue     6,352,886       5,007,103  
Cost of goods sold                
Direct costs     4,241,421       3,355,176  
Direct costs – related party     87,649       1,500  
Total cost of goods sold     4,329,070       3,356,676  
Gross profit     2,023,816       1,650,427  
Operating expenses                
Research and development     -       2,000  
General and administrative expenses     1,776,859       2,197,139  
Management fees – related party     184,004       158,015  
Total operating expenses     1,960,863       2,357,154  
Income (Loss) from operations     62,953       (706,727 )
Income Tax     54,056       -  
Net income (loss)   $ 8,897     $ (706,727 )
Other comprehensive income (loss), net                
Foreign currency translation adjustment     21,996       183,230  
Comprehensive income (loss)   $ 30,893     $ (523,524 )
Earnings (Loss) per share                
Basic   $ 0.00     $ (0.25 )
Diluted   $ 0.00     $ (0.25 )
Weighted average common shares outstanding                
Basic     6,703,223       2,853,785  
Diluted     7,699,743       2,853,785  


The accompanying notes are an integral part of these audited consolidated financial statements.