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): June 27, 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 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 June 27, 2018, H/Cell Energy Corporation announced its operating results for the first fiscal quarter ended March 31, 2018. 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 June 27, 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: June 27, 2018 By: /s/ ANDREW HIDALGO
    Andrew Hidalgo
    Chief Executive Officer





Exhibit 99.01


H/Cell Energy Reports FY2018 First Quarter Financial Results


Flemington, NJ, June 27, 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 2018 first quarter ended March 31, 2018.


For the three months ended March 31, 2018, HCCC generated revenue of $1,726,324 and a net loss of $110,969, or $(0.02) in earnings per share, fully diluted. This compares to revenue of $1,866,845 and a net loss of $56,124, or $(0.01) in earnings per share, fully diluted, for the prior three months ended March 31, 2017.


Andrew Hidalgo, CEO of HCCC, commented, “The first quarter was a bit challenging as our filing was delayed due to the two year audit required for the PVBJ, Inc. (“PVBJ”) acquisition concluded in February 2018. We could not file our quarterly results until the two year audit was concluded for PVBJ. Initially, we felt that we could meet the filing deadline for the audit but as it turned out, there were unintentional entry errors in the historical PVBJ financials, which required an extensive accounting effort to rectify. We completed the PVBJ two year audit and it has been filed accordingly. The extra work required to assimilate PVBJ was reflected in higher than anticipated one-time fees for acquisition and accounting costs, which contributed to the net income loss in the first quarter. Also contributing to the first quarter net income loss were non-cash charges of $50,501 for stock option grants, amortization of intangible assets, depreciation and debt discount calculations. These non-cash charges do not affect the cash flow performance or working capital of HCCC. We believe it is important for investors to recognize financial performance independent of non-cash accounting charges for certain events. Overall, the subsidiaries are performing well and we anticipate profitable quarters ahead. We also believe that our financial condition remains solid with $591,978 in cash, $3,737,724 in assets and $426,490 in working capital as of March 31, 2018. For the first quarter, we also generated $136,278 in positive cash flow. We are excited about the acquisition of PVBJ, as it expands our revenue production and gives us a base of technicians that will be trained in the implementation of hydrogen technology. The market continues to create opportunities. HCCC has been recently contracted to conclude feasibility studies for the implementation of hydrogen energy systems in residential applications. We look forward to continuing our growth.”


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








    March 31, 2018     December 31, 2017  
    (Unaudited)     (Audited)  
Current assets                
Cash and cash equivalents   $ 591,978     $ 455,700  
Accounts receivable     1,110,552       808,050  
Prepaid expenses     18,716       14,669  
Costs and earnings in excess of billings     67,982       51,531  
Total current assets     1,789,228       1,329,950  
Property and equipment, net     409,376       102,573  
Security deposits and other non-current assets     22,234       8,416  
Deferred tax asset     44,257       44,257  
Customer lists, net     99,008       -  
Goodwill     1,373,621       -  
Total assets   $ 3,737,724     $ 1,485,196  
Current liabilities                
Accounts payable and accrued expenses   $ 1,073,289     $ 631,385  
Management fees payable – related party     15,000       31,257  
Billings in excess of costs and earnings     100,544       87,206  
Sales and withholding tax payable     55,969       61,239  
Current equipment notes payable     23,823       -  
Current capital lease payable     49,856       -  
Income tax payable     44,257       98,313  
Total current liabilities     1,362,738       909,400  
Noncurrent liabilities                
Capital leases     197,873       -  
Equipment notes payable     121,476       -  
Convertible note payable – related party, net of discount     2,214       -  
Total noncurrent liabilities     321,563       -  
Total liabilities     1,684,301       909,400  
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;
7,486,024 and 7,041,579 shares issued and outstanding
as of March 31, 2018 and December 31, 2017, respectively
    748       704  
Additional paid-in capital     2,934,467       1,335,656  
Accumulated deficit     (842,723 )     (731,754 )
Accumulated other comprehensive loss     (39,069 )     (28,810 )
Total stockholders’ equity   $ 2,053,423     $ 575,796  
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY   $ 3,737,724     $ 1,485,196  









    For the Three Months Ended March 31,  
    2018     2017  
Construction income   $ 1,694,535     $ 1,850,755  
Related party     31,789       16,090  
Total revenue     1,726,324       1,866,845  
Cost of goods sold                
Direct costs     1,209,413       1,413,820  
Direct costs - related party     31,617       15,905  
Total cost of goods sold     1,241,030       1,429,725  
Gross profit     485,294       437,120  
Operating expenses                
General and administrative expenses     574,684       493,244  
Total operating expenses     574,684       493,244  
Loss from operations     (89,390 )     (56,124 )
Income tax provision (benefit)     -       -  
Loss before other income and expense   $ (89,390 )   $ (56,124 )
Other expense                
Interest expense     3,946       -  
Interest expense – related party     14,215       -  
Loss on fixed asset disposal     3,418       -  
Total other expense     21,579       -  
Net loss   $ (110,969 )   $ (56,124 )
Other comprehensive loss, net                
Foreign currency translation adjustment     (10,259 )     11,369  
Comprehensive loss   $ (121,228 )   $ (44,755 )
Loss per share                
Basic   $ (0.02 )   $ (0.01 )
Diluted   $ (0.02 )   $ (0.01 )
Weighted average common shares outstanding                
Basic     7,486,024       5,657,309  
Diluted     7,486,024       5,657,309