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): March 26, 2019





(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.)


3010 LBJ Freeway, Suite 1200, Dallas, Texas 75234

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (972) 888-6009


Copy of correspondence to:


James M. Turner, Esq.

Marc J. Ross, Esq.

Sichenzia Ross Ference 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 March 26, 2019, H/Cell Energy Corporation announced its operating results for the fiscal year ended December 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 March 26, 2019, 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: March 26, 2019 By: /s/ MATTHEW HIDALGO
    Matthew Hidalgo
    Chief Financial Officer






Exhibit 99.01


H/Cell Energy Reports FY2018 Year End Financial Results


Dallas, TX, March 26, 2019 (GLOBE NEWSWIRE) -- H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, has announced financial results for its fiscal year ended December 31, 2018.


Fiscal Year 2018 Highlights:


  Increased year-over-year revenue by 19%
  Acquired and assimilated PVBJ, Inc. ( www.pvbjinc.com )
  Secured a growth lending facility with Thermo Communications Funding
  Achieved an operating profit in both wholly-owned HCCC subsidiaries
  Established a revenue producing renewable energy division in Australia
  Selected as a panel member for The Queensland Department of Natural Resources, Mines and Energy
  Increased bid list to approximately $27 million


For the twelve months ended December 31, 2018, HCCC generated revenue of $7,546,437 and a net loss of $554,010, which includes $292,439 of non-cash charges that do not affect the cash flow performance or working capital of HCCC. This amounts to $(0.07) in loss per share. The results compare to revenue of $6,352,886 and net income of $8,897 or $0.00 in earnings per share, fully diluted, for the prior year ended December 31, 2017.


Andrew Hidalgo, CEO of HCCC, commented, “Fiscal year 2018 was a significant year for the company. We invested in the growth of the organization and achieved many milestones. Our subsidiaries are performing well and generating many projects while focusing on the market development of our advanced clean energy solutions. We feel that our financial condition is solid, with $359,134 in cash and $3,524,507 in assets. We also believe our advanced clean energy solutions featuring hydrogen and fuel cell technology will become a primary energy source for off-grid electric power in the residential, commercial and government sectors. HCCC is growing at a fast pace and the market for clean energy is abundant with opportunities.”


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

3010 LBJ Freeway, Suite 1200

Dallas, Texas 75234

972-888-6009 USA








    December 31, 2018     December 31, 2017  
Current assets                
Cash and cash equivalents   $ 359,134     $ 455,700  
Accounts receivable (net retention)     1,087,381       808,050  
Prepaid expenses     16,282       14,669  
Costs and earnings in excess of billings     45,478       51,531  
Total current assets     1,508,275       1,329,950  
Property and equipment, net     476,436       102,573  
Security deposits and other non-current assets     32,530       8,416  
Deferred tax asset     50,000       44,257  
Customer lists, net     83,645       -  
Goodwill     1,373,621       -  
Total assets   $ 3,524,507     $ 1,485,196  
Current liabilities                
Accounts payable and accrued expenses   $ 891,354     $ 631,385  
Management fees payable – related party     -       31,257  
Earn-out payable     190,736       -  
Billings in excess of costs and earnings     195,331       87,206  
Sales and withholding tax payable     59,857       61,239  
Current equipment notes payable     38,991       -  
Current capital lease payable     65,265       -  
Income tax payable     48,643       98,313  
Total current liabilities     1,490,177       909,400  
Noncurrent liabilities                
Line of credit     28,359       -  
Equipment note payable     121,038       -  
Capital leases     232,876       -  
Convertible note payable – related party, net of discount     29,122       -  
Total noncurrent liabilities     411,395       -  
Total liabilities     1,901,572       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; 7,586,024 and 7,041,579 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively     758       704  
Additional paid-in capital     2,983,476       1,335,656  
Accumulated deficit     (1,285,764 )     (731,754 )
Accumulated other comprehensive loss     (75,535 )     (28,810 )
Total stockholders’ equity     1,622,935       575,796  
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY   $ 3,524,507     $ 1,485,196  








    For the Years Ended December 31,  
    2018     2017  
Construction income   $ 7,505,889     $ 6,266,967  
Related party     40,548       85,919  
Total revenue     7,546,437       6,352,886  
Cost of goods sold                
Direct costs     5,492,607       4,241,421  
Direct costs – related party     40,376       87,649  
Total cost of goods sold     5,532,983       4,329,070  
Gross profit     2,013,454       2,023,816  
Operating expenses                
General and administrative expenses     2,368,860       1,776,859  
Management fees – related party     78,000       184,004  
Total operating expenses     2,446,860       1,960,863  
Income (loss) from operations     (433,406 )     62,953  
Other expenses                
Interest expense     26,584       -  
Interest expense – related party     79,622       -  
Change in fair value earn-out     15,418       -  
Gain on fixed asset disposal     (17,277 )     -  
Total other expenses     104,347       -  
Income tax provision     16,257       54,056  
Net income (loss) before income taxes   $ (554,010 )   $ 8,897  
Other comprehensive income (loss), net                
Foreign currency translation adjustment     (46,725 )     21,996  
Comprehensive income (loss)   $ (600,735 )   $ 30,893  
Earnings (loss) per share                
Basic   $ (0.07 )   $ 0.00  
Diluted   $ (0.07 )   $ 0.00  
Weighted average common shares outstanding                
Basic     7,586,024       6,703,223  
Diluted     7,586,024       7,699,743