8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (date of earliest event reported): August 15, 2017

H/CELL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-55802	47-4823945
(State or Other Jurisdiction of Incorporation)	(Commission 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 August 15, 2017, H/Cell Energy Corporation announced its operating results for the second fiscal quarter ended June 30, 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 August 15, 2017, issued by H/Cell Energy Corporation*

* Furnished herewith.

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SIGNATURE

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.

	H/CELL ENERGY CORPORATION
Date: August 15, 2017	By:	/s/ ANDREW HIDALGO
		Andrew Hidalgo
		Chief Executive Officer

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EX-99.01

Exhibit 99.01

H/Cell Energy Reports FY2017 Second Quarter Results

Flemington, NJ, August 15, 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 its second fiscal quarter ended June 30, 2017.

For the three months ended June 30, 2017, HCCC generated revenue of $1,930,658 and net income of $207,482 or $0.03 earnings per share, fully diluted. For the six months ended June 30, 2017, HCCC generated revenue of $3,797,503 and net income of $151,358 or $0.02 earnings per shares, fully diluted.

Andrew Hidalgo, CEO of HCCC, commented, “We are pleased to announce a very successful quarter, which included record revenue and earnings. In addition, our balance sheet net tangible asset value increased 38% from $492,278 on December 31, 2016 to $681,509 on June 30, 2017. As of June 30, 2017, HCCC had a backlog of project work to be completed of approximately $827,000 and an active bid list of potential projects of approximately $5.2 million. As we build shareholder value, HCCC will continue to focus on organic growth as well as seeking strategic acquisition candidates that can expand our geographic scope, add technical resources and increase the size of our customer base.”

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. In addition, through its Pride Group subsidiary based in Australia, the company also provides security systems integration. 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

H/CELL ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	293,769		$	537,867
Accounts receivable (net retention)		1,634,929			650,886
Prepaid expenses		7,043			14,168
Costs and earnings in excess of billings		27,166			91,904
Total current assets		1,962,907			1,294,825
Property and equipment, net		102,076			99,816
Security deposits and other non-current assets		8,599			8,497
Total assets	$	2,073,582		$	1,403,138
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,062,732		$	661,237
Management fees payable – related party		46,000			52,000
Billings in excess of costs and earnings		168,919			83,538
Sales tax payable		114,422			114,085
Total current liabilities		1,392,073			910,860
Commitments and contingencies
Stockholders’ equity
Common Stock - $0.0001 par value; 25,000,000 shares authorized; 7,041,579 and 3,131,579 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		704			313
Preferred Stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding		-			-
Additional paid-in capital		1,302,487			1,283,422
Accumulated deficit		(589,293	)		(740,651	)
Accumulated other comprehensive loss		(32,389	)		(50,806	)
Total stockholders’ equity		681,509			492,278
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	2,073,582		$	1,403,138

H/CELL ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS – OTHER COMPREHENSIVE INCOME

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017		2016			2017		2016
Revenue
Construction income	$	1,906,495	$	1,531,479		$	3,757,250	$	2,747,483
Related party		24,163		1,500			40,253		1,500
Total revenue		1,930,658		1,532,979			3,797,503		2,748,983
Cost of goods sold
Direct costs		1,147,909		990,723			2,561,729		1,904,985
Direct costs – related party		34,440		1,500			50,345		1,500
Total cost of goods sold		1,182,349		992,223			2,612,074		1,906,485
Gross profit		748,309		540,756			1,185,429		842,498
Operating expenses
Research and development		-		-			-		2,000
General and administrative expenses		498,124		527,778			945,369		1,442,177
Management fees – related party		45,000		38,000			91,000		77,000
Total operating expenses		543,124		565,778			1,036,369		1,521,177
Income (Loss) from operations		205,185		(25,022	)		149,060		678,679
Other income		2,297		7,767			2,298		7,671
Net income (loss)	$	207,482	$	(17,255	)	$	151,358	$	(671,008	)
Other comprehensive income (loss), net
Change in foreign currency translation adjustment		7,048		43,108			18,417		54,376
Comprehensive income (loss)	$	214,530	$	25,853		$	169,775	$	(616,632	)
Earnings (Loss) per share
Basic	$	0.03	$	(0.01	)	$	0.02	$	(0.26	)
Diluted	$	0.03	$	(0.01	)	$	0.02	$	(0.26	)
Weighted average common shares outstanding
Basic		7,039,357		2,709,357			6,355,468		2,571,387
Diluted		7,948,091		2,709,357			7,259,155		2,571,387