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 16, 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 ☒


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. ☐


Securities registered pursuant to Section 12(b) of the Act: None






Item 2.02 Results of Operations and Financial Condition.


On May 16, 2019, H/Cell Energy Corporation announced its operating results for the fiscal quarter ended March 31, 2019. 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 16, 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: May 16, 2019 By: /s/ MATTHEW HIDALGO
    Matthew Hidalgo
    Chief Financial Officer





Exhibit 99.01


H/Cell Energy Reports FY2019 First Quarter Financial Results


Dallas, TX, May 16, 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 first quarter ended March 31, 2019.


For the three months ended March 31, 2019, HCCC generated revenue of $1,704,273 and a net loss of $143,638 which includes $111,153 of non-cash charges that do not affect the cash flow performance or working capital of HCCC. This amounts to a $(0.02) per share loss. Comparatively, for the first quarter ended March 31, 2018, HCCC generated $1,726,324 and a net loss of $110,969 which included $53,001 of non-cash charges. This also amounted to a $(0.02) per share loss.


Andrew Hidalgo, CEO of HCCC, commented, “The first quarter is typically our slowest quarter of the year however, the subsidiaries were profitable and performed well. Excluding non-cash charges that do not affect the cash flow performance or working capital of HCCC, the company posted a small operational loss for the quarter due to among other corporate expenses, the cost of the year-end audit. The balance of the year projections are strong and we have increased our overall bid list from $27 million in the previous quarter to $33 million this quarter, which indicates that activity is rising. We believe our goal of maintaining consistent operational profitability, exclusive of non-cash charges, is within reach and we also believe that the market for advanced clean energy solutions continues to expand in opportunity due to lower cost and more efficient technology. Lastly, we feel our financial condition remains solid with $328,439 in cash and $3,659,042 in assets as of March 31, 2019. We look forward to delivering improved results in the quarters ahead.”


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








    March 31, 2019     December 31, 2018  
      (Unaudited)       (Audited)  
Current assets                
Cash and cash equivalents   $ 328,439     $ 359,134  
Accounts receivable     937,897       1,087,381  
Prepaid expenses     18,772       16,282  
Current right-of-use (ROU) asset     92,269       -  
Costs and earnings in excess of billings     48,052       45,478  
Total current assets     1,425,429       1,508,275  
Property and equipment, net     494,491       476,436  
Security deposits and other non-current assets     38,992       32,530  
Deferred tax asset     50,000       50,000  
Customer lists, net     78,524       83,645  
ROU asset     167,985       -  
Other long term asset     30,000       -  
Goodwill     1,373,621       1,373,621  
Total assets   $ 3,659,042     $ 3,524,507  
Current liabilities                
Accounts payable and accrued expenses   $ 695,997     $ 891,354  
Earn-out payable     195,132       190,736  
Billings in excess of costs and earnings     41,881       195,331  
Sales and withholding tax payable     54,071       59,857  
Current equipment notes payable     32,052       38,991  
Current operating lease liability     92,269       -  
Current finance lease payable     72,510       65,265  
Current convertible notes payable – related party, net of discounts     257,659       -  
Income tax payable     32,259       48,643  
Total current liabilities     1,473,830       1,490,177  
Noncurrent liabilities                
Line of credit     172,715       28,359  
Lease operating liability     167,985       -  
Finance leases     306,163       232,876  
Equipment notes payable     65,779       121,038  
Convertible notes payable – related party, net of discounts     61,609       29,122  
Total noncurrent liabilities     774,251       411,395  
Total liabilities     2,248,081       1,901,572  
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;
7,621,024 and 7,586,024 shares issued and outstanding
as of March 31, 2019 and December 31, 2018, respectively
    762       758  
Additional paid-in capital     2,896,524       2,983,476  
Accumulated deficit     (1,429,402 )     (1,285,764 )
Accumulated other comprehensive loss     (56,923 )     (75,535 )
Total stockholders’ equity     1,410,961       1,622,935  
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY   $ 3,659,042     $ 3,524,507  








    For the Three Months Ended March 31,  
    2019     2018  
Construction income   $ 1,704,273     $ 1,694,535  
Related party     -       31,789  
Total revenue     1,704,273       1,726,324  
Cost of goods sold                
Direct costs     1,196,438       1,209,413  
Direct costs – related party     -       31,617  
Total cost of goods sold     1,196,438       1,241,030  
Gross profit     507,835       485,294  
Operating expenses                
General and administrative expenses     607,052       555,184  
Management fees – related party     19,500       19,500  
Total operating expenses     626,552       574,684  
Loss from operations     (118,717 )     (89,390 )
Other expenses                
Interest expense     1,833       3,946  
Interest expense – related party     36,095       14,215  
Change in fair value earn-out     4,396       -  
(Gain) loss on fixed asset disposal     (17,403 )     3,418  
Total other expenses     24,921       21,579  
Income tax provision     -       -  
Net loss   $ (143,638 )   $ (110,969 )
Other comprehensive income (loss), net                
Foreign currency translation adjustment     18,612       (10,259 )
Comprehensive loss   $ (125,026 )   $ (121,228 )
Loss per share                
Basic   $ (0.02 )   $ (0.02 )
Diluted   $ (0.02 )   $ (0.02 )
Weighted average common shares outstanding                
Basic     7,593,413       7,486,024  
Diluted     7,593,413       7,486,024