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 10, 2018

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

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 August 10, 2018, H/Cell Energy Corporation announced its operating results for the second fiscal quarter ended June 30, 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 August 10, 2018, 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 10, 2018	By:	/s/ ANDREW HIDALGO
		Andrew Hidalgo
		Chief Executive Officer

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EX-99.01

Exhibit 99.01

H/Cell Energy Reports FY2018 Second Quarter Financial Results

Flemington, NJ, August 10, 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 second quarter ended June 30, 2018.

For the three months ended June 30, 2018, HCCC generated revenue of $2,009,825 and net income of $13,955 or $0.00 in earnings per share, fully diluted. For the six months ended June 30, 2018, HCCC generated revenue of $3,736,149 and a net loss of $97,014 or $(0.01) in earnings per share.

Matthew Hidalgo, CFO of HCCC, commented, “We are very pleased to announce a profitable quarter with record revenue for the company. We had a profitable quarter inclusive of non-cash charges of $64,432 which does not affect the cash flow performance or working capital of HCCC. The company is performing well and is creating more revenue producing opportunities as indicated by our active bid list, which totaled approximately $8.1 million as of June 30, 2018. Our financial condition remains solid with $460,538 in cash, $3,792,845 in assets and $427,535 in working capital as of June 30, 2018. Although we are still a young company from a shareholder value perspective, we continue to grow and add value for our investors. HCCC will be making an effort to generate more investor interest in the months ahead. We remain very encouraged about the future.”

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

H/CELL ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2018			December 31, 2017
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	460,538		$	455,700
Accounts receivable (net retention)		1,321,820			808,050
Prepaid expenses		14,467			14,669
Costs and earnings in excess of billings		58,970			51,531
Total current assets		1,855,795			1,329,950
Property and equipment, net		403,941			102,573
Security deposits and other non-current assets		21,344			8,416
Deferred tax asset		44,257			44,257
Customer lists, net		93,887			-
Goodwill		1,373,621			-
Total assets	$	3,792,845		$	1,485,196
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	951,769		$	631,385
Management fees payable – related party		15,000			31,257
Earn out payable		182,056
Billings in excess of costs and earnings		93,099			87,206
Sales and withholding tax payable		59,894			61,239
Current equipment notes payable		33,407			-
Current capital lease payable		67,289			-
Income tax payable		25,746			98,313
Total current liabilities		1,428,260			909,400
Noncurrent liabilities
Capital leases		166,965			-
Equipment notes payable		128,919			-
Convertible note payable – related party, net of discount		8,891			-
Total noncurrent liabilities		304,775			-
Total liabilities		1,733,035			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 June 30, 2018 and December 31, 2017, respectively		758			704
Additional paid-in capital		2,949,459			1,335,656
Accumulated deficit		(828,768	)		(731,754	)
Accumulated other comprehensive loss		(61,639	)		(28,810	)
Total stockholders’ equity		2,059,810		$	575,796
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	3,792,845		$	1,485,196

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,
	2018			2017		2018			2017
Revenue
Construction income	$	2,009,825		$	1,906,495	$	3,704,360		$	3,757,250
Related party		-			24,163		31,789			40,253
Total revenue		2,009,825			1,930,658		3,736,149			3,797,503
Cost of goods sold
Direct costs		1,253,043			1,147,909		2,462,456			2,561,729
Direct costs – related party		-			34,440		31,617			50,345
Total cost of goods sold		1,253,043			1,182,349		2,494,073			2,612,074
Gross profit		756,782			748,309		1,242,076			1,185,429
Operating expenses
General and administrative expenses		687,831			498,124		1,243,015			945,369
Management fees – related party		19,500			45,000		39,000			91,000
Total operating expenses		707,331			543,124		1,282,015			1,036,369
Income (loss) from operations		49,451			205,185		(39,939	)		149,060
Income tax provision (benefit)		-			-		-			-
Income (loss) before other income and expense	$	49,451		$	205,185	$	(39,939	)	$	149,060
Other income (loss)		(6,738	)		2,297		(6,738	)		2,298
Other expenses
Interest expense		10,146			-		14,092			-
Interest expense – related party		18,676			-		32,891			-
Loss on fixed asset disposal		(64	)		-		3,354			-
Total other expenses		28,758			-		50,337			-
Net income (loss)	$	13,955		$	207,482	$	(97,014	)	$	151,358
Other comprehensive income (loss), net
Foreign currency translation adjustment		(22,570	)		7,048		(32,829	)		18,417
Comprehensive income (loss)	$	(8,615	)	$	214,530	$	(129,843	)	$	169,775
Earnings (loss) per share
Basic	$	0.00		$	0.03	$	(0.01	)	$	0.02
Diluted	$	0.00		$	0.03	$	(0.01	)	$	0.02
Weighted average common shares outstanding
Basic		7,483,980			7,039,357		7,450,235			6,355,468
Diluted		8,819,225			7,948,091		7,450,235			7,259,155