Hydrogen Engine Center Inc (HYEG)

[Michael Hedges]

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INVESTOR DISCLOSURE STATEMENT
Pursuant to Rule 15c2-11(a)(5)
For
HYDROGEN ENGINE CENTER, INC. (Nevada)
203 Old Wilson Hill Road
Greeneville TN 37745
www.hectina.net
October 4, 2019
Further data to comply with the Basic Disclosure Guidelines
Federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of
1934 (“Exchange Act”) as well as Rule 144 of the Securities Act of 1933 (“Securities Act”),
and state Blue Sky laws, require issuers to provide adequate current information to the public
markets. With a view to encouraging compliance with these laws, OTC Markets Group has
created these OTC Pink Basic Disclosure Guidelines. We use the basic disclosure information
provided by OTC Pink companies under these guidelines to designate the appropriate tier in
the OTC Pink marketplace: Current, Limited or No Information. OTC Markets Group may
require companies with securities designated as “Caveat Emptor” to make additional
disclosures in order to qualify for OTC Pink Current Information tier.
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HYDROGEN ENGINE CENTER, INC. (Nevada)
INVESTOR DISCLOSURE STATEMENT OCT 4 2019
All information contained in this Report has been compiled to fulfill the disclosure requirements of
Rule 15c2-11(a)(5) promulgated under the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”). The enumerated captions contained herein correspond to the sequential format as set
forth in the rule. No dealer, salesman or any other person has been authorized to give any information
or to make any representations not contained herein in connection with the Issuer. Any representations
not contained herein must not be relied upon as having been made or authorized by the Issuer.
CURRENT FINANCIAL RISK TO ENTERPRISE
The discussion and analysis contained in this Investor Disclosure Statement should be read in
conjunction with the other financial information and consolidated financial statements and related notes
included reported by the Company on OTC MARKETS web page:
https://www.otcmarkets.com/stock/HYEG/disclosure
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to
raise capital in the short term while further advancing business plans and revenue opportunities.
In HEC’s previous Financial Reports and Statements to Investors, we have disclosed serious risks which
could precipitate an existential crisis for the Company. Unfortunately, HEC has not been able to
generate sufficient revenues from: new product revenues, inventory sales or other sources which are
required cover operating costs. A liquation auction in June produced two months operating capital. Over
the last few months, HEC has not had sufficient capital to cover major operational expenses including:
the mortgage, employee payroll and accounts payable for critical legal, accounting and other support.
Further, HEC is no longer able to publish reports on OTC Markets due to an overdue renewal fee.
Additional financing is required to proceed with our anticipated business activities.
At this time HEC is facing a serious threat and its continued existence is dependent principally on upon
our ability to resolve our liquidity problems. We have yet to generate a positive internal cash flow, and
until meaningful sales of our products begin, we are dependent upon debt and equity funding.
While the Company believes in the viability of its technological advantage and business strategy, there
is a significant challenge in raising new capital with HEC’s large quantum of defaulted debt and future
investment requirements. Consequently, there can be no assurances that HEC will be able to raise
sufficient capital to continue as a going concern.
Since inception, HEC has incurred substantial operating losses and expects to incur additional operating
losses in 2019. We have financed operations since inception primarily through equity and debt
financings. For several years, several million dollars in operating losses and capex have been funded
by investments from our Chairman Pedro Blach. Without the support of another strategic investor, HEC
has been unable to overcome the dual headwinds of legacy defaulted debt and the high capital costs of
developing, testing and marketing innovative and possibly disruptive hydrogen P2G technology.
Late in September, APEX BANK began steps to foreclose on the 203 Old Wilson Hill, Greeneville TN
property which is also listed for sale at $650,000. This week a creditor from HEC Iowa, Jeff Druek, has
placed a lien on the property and its contents. Those contents include our inventory of parts and our
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working PEM and ICE Genset demo units.
We are currently exploring a variety of other opportunities to obtain additional capital through a private
placement. There is no assurance that we will be able to raise the necessary capital or that the capital,
if available, will be available on terms that will be acceptable to us.
If adequate funds are not available in the very near term or are not available on acceptable terms, our
ability to fund our operations, take advantage of opportunities, develop products and technologies, and
otherwise respond to competitive pressures will be limited or curtailed entirely with a halt to all
operations. If we are not able to obtain the needed financing in a timely fashion, our ability to survive
as a going concern will be materially impaired.
The potential for us withstand the current financial pressures and to rebuild the company in order to
generate future profits depends on many factors, including the following:
• timely receipt of required financing beyond our initial expectations;
• successful pursuit of our research and development efforts;
• protection of our intellectual property;
• quality and reliability of our products;
• size and timing of future customer orders, milestone achievement, product delivery and
customer acceptance;
• success in maintaining and enhancing existing strategic relationships and developing new
strategic relationships with potential customers;
• actions taken by competitors, including suppliers of traditional engines, hydrogen fuel cells
and new product introductions and pricing changes; and
• reliability of our suppliers.
We cannot assure you that we will achieve success as to any of the foregoing factors or realize
profitability in the immediate future or at any time.
Our future success depends largely on the outcome of the present financial deficit as well as the
retention of key executives. It would be difficult for us to replace any one of these individuals escecillay
at this difficult period of financial instability.
It may be difficult for a third party to acquire us, and this could depress our stock price.
Nevada corporate law includes provisions that could delay, defer, or prevent a change in control of our
Company or our management. These provisions could discourage information contests and make it
more difficult for stockholders to elect directors and take other corporate actions. As a result, these
provisions could limit the price that investors are willing to pay in the future for shares of our common
stock. For example:
• Without prior stockholder approval, the board of directors has the authority to issue one or
more classes of preferred stock with rights senior to those of common stock and to
determine the rights, privileges, and preferences of that preferred stock; and
• There is no cumulative voting in the election of directors; and
NAME OF THE ISSUER AND ITS PREDECESSORS (IF ANY)
“HYDROGEN ENGINE CENTER, INC.”, a Nevada corporation (referenced below as “HEC”, the
“Company”, “we”, “us”, or “our”)
ADDRESS OF THE ISSUER PRINCIPAL EXECUTIVE OFFICES
Company Headquarters
203 Old Wilson Hill Road
Greeneville, TN 37745
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Phone [phone]
Email: [e-mail]
Investor Relations Contact:
Kim Tillson
203 Old Wilson Hill Road
Greeneville, TN 37745
Phone [phone]
Website:
www.hectina.net
ITEM 3. SECURITY INFORMATION
Trading Symbol: HYEG
CUSIP: 448876102
The par or stated value of the security:
A. Par or Stated Value of each class of outstanding securities. The par value of Common Stock
is $0.001.
B. Voting Rights, Dividend, Pre-emptive Rights, and other matters regarding Common
Stock. Every shareholder of record shall be entitled at every meeting of the shareholders of
the Company to one vote for every share of Common Stock standing in its name on the record
of the shareholders. There are no pre-emptive rights on the Common Stock of the Company.
Transfer Agent Address:
Interstate Transfer Company, 1671 Roycroft PL, Suite C, Salt Lake City UT, 84124 (phone number:
[phone]), is registered under the Exchange Act.
Restrictions on the transfer of any security:
The majority of “HEC” Shares (39,351,802) have not been registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”) and the Shares will be “restricted securities” under Rule 144
promulgated under the Securities Act (“Rule 144”).
The provisions of Rule 144 that allow for the unrestricted resale of shares are not available to a holder
of restricted shares issued by any company that was at any time, like HEC, a shell company. Under
current rules, holders of our restricted shares cannot have that restriction removed unless and until HEC
is current on all of its periodic reports required to be filed with the Securities and Exchange Commission
(“SEC”) during the 12 months before the date of the shareholder’s resale.
Date and State of Incorporation
The Company was incorporated in the State of Nevada on August 3, 2000, under the name Green Mt.
Labs, Inc. On August 30, 2005, the name was changed to “Hydrogen Engine Center, Inc.”
HEC Fiscal Year End Date
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The Issuer’s fiscal year end is December 31.
Primary and Secondary SIC Codes
Primary SIC Code: 3510
Employees
As of June 30, 2019, HEC-TINA had 3 employees, 2 were full time and 1 was part time maintenance
and technical assistant. Our employees are not members of any union, and they have not entered into
any collective bargaining agreements. We believe that our relationship with our employees is good.
Description of HEC Business Operations as of the date of this report
HEC has two wholly owned subsidiaries, Hydrogen Engine Center Inc., an Iowa Corporation (“HECI”),
and HEC-TINA Inc., a Nevada Corporation (“HEC-TINA”). HECI has ceased conducting business
operations on or about December 31, 2014. On August 8, 2018, the Iowa Secretary of State
administratively dissolved HECI pursuant to Iowa Code sections 490.1420(1) and 490.1421 for failure
to deliver the 2018 Biennial Report as required by Iowa Code section 490.1622.
From 2005 until December 2014, HEC Inc. (Iowa) produced reliable lowest emission fuel spark-ignited
ICE, fueled by hydrogen, biogas, natural gas and syngas. These ICEs coupled to generators can
generate AC or DC power at any utility frequency and voltage under the category of “ultra-light
emission systems”.
HEC has spent the last 10 years developing technology related to green energies. HEC currently has 3
main patents pending or granted, with more in the planning stage. We feel our patent portfolio has a
great deal of value and will be the future life-blood of our Company. Our intent is to capitalize on this
technology as soon possible by transitioning the Company from more of a R&D phase to one of
manufacturing, marketing and sales.
• Patent PCT/EP 2012/072982 issued to TINA ENERGY SYSTEMS, title invention “PEM
Type electrolyzer stack for operation at High Pressure” with International publication number
WO 2014/075741 A1;
• Patent ES200900163 issued in 2007, to TINA ENERGY SYSTEMS, title invention “PEM
Type electrolyzer stack for operation at High Pressure” and assigned to HEC-TINA; and
• Patent PCT/ES2010/070020 to TINA ENERGY SYSTEMS, title invention “PEM
Type electrolyzer stack for operation at High Pressure” and assigned to HEC-TINA
(International publication WO 2010/084227 A1), based on the patent ES200900163.
HEC-TINA has developed a completely green, innovative technology system, which guarantees
24/7/365 access to electricity in a wholly independent and environmentally friendly way, with
renewables (sun and/or wind) and water as the only consumables. Its operation is fully automatic
and is monitored online via Internet satellite connection and its maintenance is simple and easy.
The project involves the assembly and production of energy modules comprised of different patented
sub-systems, and also consists of the promotion and commercialization of the modules.
The main components and the technology related to HEC-TINA energy modules are in the commercial
stage and comply with the corresponding certification for their use with hydrogen at high pressure.
HEC-TINA’s exclusive high-pressure PEM electrolysis technology is capable of generating pressurized
hydrogen and oxygen, to pressures up to 3,000 Psi, without the need of mechanical compression. The
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self-pressurized design makes the system efficient and simplifies the installation of hydrogen-based
energy production and storage systems. This technology allows HEC-TINA to produce “ready to store”
hydrogen as energy carrier as long as there is water and electricity available from renewables.
PEM electrolyzed system of HEC-TINA is characterized for being the only one in the market capable
of turning water into hydrogen and oxygen at direct high pressures 3,000 Psi without additional
compression. Compression is one of the highest cost contributors to high-pressure hydrogen
production using electrolysis, making HEC-TINA systems one of the most efficient hydrogen energy
systems.
Forward-looking statements
This discussion contains forward-looking statements that involve risks and uncertainties. In some cases,
you can identify forward-looking statements by words such as “estimate", "project", "intend",
"forecast", “plan”, “expect”, "anticipate", "believe", “goal”, "will", "could", "would", “may", or the
negative of such terms and other compatible terminology. You should not place undue reliance on these
forward-looking statements, which speak only as of the date made. Our actual results will depend upon
a number of factors beyond our control and could differ materially from those anticipated in the
forward-looking statements. Some of these factors are discussed below and elsewhere in this form. We
assume no obligation to update the forward-looking statements after the date hereof whether as a result
of new information or events, changed circumstances or otherwise, except as required by law.
ISSUER’S FACILITIES
The HEC –TINA industrial facilities are located at 203 Old Wilson Hill Road, Greeneville, Tennessee. The facilities
consist of three buildings with a total area of 40,000 square feet on 5.92 acres. Presently we utilize one of the buildings
with 10,000 square feet and plan to lease the other two buildings in order to cover our own utilities cost and cover
the $2,200 monthly payment of the loan that has been granted for the purchase of the building. We have listed the
building for sale with a lease back agreement. There is currently a foreclosure action by APEX Bank pending on this
property and a lien enforced by Jeff Druek, a creditor for a defaulted HEC Iowa loan.
ITEM 8. OFFICERS, DIRECTORS, AND CONTROL PERSONS
Officers, Directors and Control Persons at October 4 2019
Name: Michael Hedges CEO & CFO, Board Member
Address: 203 Old Wilson Hill Road
Greeneville TN 37745
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Name: Pedro Blach President & Chairman of the Board
Address Apart. 13A Devonshire St
Cable Beach
New Providence
Bahamas
Name: Kim Tilson Assistant to the Chairman of the Board
Address 203 Old Wilson Hill Road
Greeneville TN 37745
Name: Antonio Gomez CTO & Board Member
Address 203 Old Wilson Hill Road
Greeneville TN 37745
Name: Theodore G. Hollinger Control Person
Adddress: 215 Appian Way
Greeneville TN 37745
Name: TINA Energy Systems Control Person
Address: C/Alcala nº59-5
Madrid 28014 Spain
Name: Gary L. Gunderson and
Diana M. Gunderson Control Persons
Address: 180 Highway 51
Postville, IA 52162
Control Person* - Greater than 5% Shareholding
Vladimir N. Fateev, Ph.D. and Glenn Eisman, Ph.D. serve as advisors to the Board of Directors. Antonio
Gomez, Michael Hedges and Jose Arozamena were appointed to the Board of Directors.
Pedro Blach, Founder, President & Chairman of the Board of TINA ENERGY SYSTEMS
proprietor of several patents of PEM Electrolyzers for Direct Hydrogen & Oxygen Production at High
Pressure. Over 15 years in the Energy Sector, especially in Green Energies and Oil & Gas, successfully
managing projects, operations and companies in South America and Africa. Founder & COB of several
successful start-up companies in the Sector. Patented various technologies for improved oil and gas
wells production (Gas-Impulse Technology). Advisor for Foster Wheeler in various LNG projects in
Argentina and Bolivia and YUKOS. Coordinated multi-million-dollar Oil Contract pre-financing for
Shipment Facility in Angola with UBS and BP. Coordinated Barter transactions with NIOC and various
Oil trading shipments with NNPC. Appointed as consultant of Yukos has lead the negotiations between
Yukos, Goldman Sachs and Repsol a financing facility to settle the $ 20 billion Yukos tax debt. Mr.
Blach is also a Founder of companies operating in the Solar Industry via proprietary patents (SIGOT,
Solar grade Silicon plasma synthesis) whilst remaining active in the Oil and Gas Industry through
several entities as equity holder. BS in Politics and International Relations. Has collaborated with Bill
Rattliff and Roger W. Fontaine in institutions such as the “Hoover Institution on War Revolution and
Peace”, the “United States Global Strategic Council” and the “American Journalism Foundation”. Coauthored
“The Coming Oil Shortage” (Trafford Publishing) with Roger W. Fontaine.
Michael Hedges, Jr., CEO and CFO. Member of Board of Directors With over 20 years of
experience in financial markets with senior business and management roles at Merrill Lynch, Deutsche
Bank and Citigroup and Auriga USA, Mr. Hedges has had a career, which began in private banking and
subsequently FX at Merrill Lynch. Michael then helped DB build its FX derivatives business before
assuming responsibility for global emerging markets derivatives structuring at DB. During that time,
Mr. Hedges was a key participant in the sovereign debt negotiations with Russia and was the de-facto
Chairman of the Group of 19 Banks, which initiated the Moscow Club negotiations. Later Michael ran
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eCommerce Sales for DB Global Markets. At Citibank, Michael traded the Emerging Markets Credit
Exotics book and was responsible for business oversight of the trading technology development.
Michael founded a hedge fund advisory business Pavisier and was co-author of a published paper on
an innovative approach to statistically identifying multi-regime markets. At Auriga, Michael has been
the point person for the development of the SREC trading strategy. Michael has a BA in Economics
from Columbia University and an MBA from NYU Stern School of Business. Most recently, Mr.
Hedges was responsible for research and strategy for the highly successful Solar Opportunity Fund,
which identified an opportunity to invest in Massachusetts Solar Renewable Energy Certificates with a
yield over 20% per annum over a five-year term.
Antonio Gomez, BS in Industrial Engineering, CTO Member Board of Directors. Mr. Gomez
specializes in machine mechanics and Internal combustion engines. Harvard University: Executive
Program 2012 “Building competitive advantage in the global market: USA & Spain”. CTO of the
company devoted to modifying internal combustion engines to forced induction and/or to alternative
fuels (LPG, CNG, LNG, Ethanol). Executive Member of the Board in the companies of the group
devoted to projects in the Energy and transport industries. Design and manufacturing of electric and
hybrid vehicles, and their recharging systems of High efficiency and power density electric Motors and
generators Renewal Energy systems (Wind, Photovoltaic, Thermal Solar, Hydro.) Energy Efficiency
(Power electronics, LED lighting, active isolation, etc.) CTO of the Company devoted to R&D, design
and manufacturing of Fuel Cells, Water Electrolyzers and their components for the automotive and
energy industries Creation and implementation of financial, technical and commercial procedures.
Development and implementation of the industrial production processes. Coordination and follow up
of the multinational relationships with other industry players, associations, and public institutions.
Member of the automotive and energy divisions. Responsible of the car manufacturer’s technical
support area. International responsible of training for distribution networks, and after sales services of
new products and its diagnosis, maintenance and repair procedures. Consultancy on design and
implementation of new management policies at all levels of automotive business, such
as organizational, marketing, commercial, financial and operations.
Dr. Glenn Eisman, Ph.D., Advisor to the Board of Directors. Dr. Eisman founded H2 Pump LLC in
2005 and serves as its Chief Technology Officer. Dr. Eisman has over 30 years of experience in
industrial technology development in fuel cells and advanced materials. He is recognized as an expert
worldwide in the area of electrochemical energy conversion. Dr. Eisman started his industrial career at
The Dow Chemical Co. (Midland, MI) where he spent 16 years in fuel cell and industrial ceramics
development programs. In 1998 he joined Plug Power, Inc. as their Chief Technology Officer, a
stationary fuel cell development company. He moved to Rensselaer Polytechnic Institute 2004 as
Director of the Hydrogen and Fuel Cell Research Center and Research Professor, when in 2008, he
became Adjunct Professor at RPI in Materials Science & Engineering as he focused his efforts on
H2Pump. He was then appointed a Robert A. Welch Research Fellow at the University of Texas-Austin,
investigating materials used for solar-hydrogen generation. In addition to his position at RPI, he is also
an Adjunct Professor at the Graduate College of Engineering at Union University (Schenectady, NY).
Dr. Eisman received the Inventor of the Year Award, The Dow Chemical Co. (1993). He has also been
a member of a number of technical societies. He has published over 20 technical papers and has been
awarded over 24 U.S. patents. Dr. Eisman also has served on three National Academy of Engineering
committees, acting as sub-committee chair on fuel cells for the review of the Department of Energy’s
Freedom CAR and Fuel Partnership. He also sits on the Curriculum Advisory Board at Union Graduate
School. Dr. Eisman received his Bachelors degree in Chemistry from Temple University in 1975 and a
Ph.D. in Physical Inorganic Chemistry from Northeastern University in 1980.
Vladimir N. Fateev. Phd, Advisor to the Board of Directors, Research Director of Kurchatov
Institute, Works publicized: Mathematical modeling of high-pressure PEM water electrolysis; High
pressure PEM water electrolysis and corresponding safety issues; Optimization of porous current
collectors for PEM water electrolyzers; A comparative evaluation of palladium and platinum
nanoparticles as catalysts in PEM electrochemical cells; Characterization of PEM electrochemical
hydrogen compressors; Hydrogen safety aspects related to high pressure PEM water electrolysis; Pure
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hydrogen production by PEM electrolysis for hydrogen energy and optimization of electro catalytic
layers for PEM electrolyzers; Palladium-based electro catalysts for PEM applications; Optimization of
transfer processes in fuel cell with proton exchange membrane; Hydrogen production by electrolysis;
Electrolysis of Water in a System with a Solid Polymer Electrolyte at Elevated Pressure; Degradation
mechanisms of MEA characteristics during water electrolysis in solid polymer electrolyte cells;
Corrosion resistant electrodes / current collectors for anodes of electrolysis cells with solid polymer
electrolyte; Electrochemical conversion of aqueous ethanol solution in an electrolyzer with a solid
polymer electrolyte; Degradation mechanisms of MEA characteristics during water electrolysis in solid
polymer electrolyte cells; Corrosion resistant electrodes / current collectors for anodes of electrolysis
cells with solid polymer electrolyte; New physical technologies for catalyst synthesis and anticorrosion
protection; Application of the magnetron sputtering for nano structured electro catalysts synthesis; The
possibility of electrolyzer with a solid polymer electrolyte start at low temperatures; Electro catalytic
layers based on reduced graphene oxide for fabrication of low-temperature fuel cells; Plasma
Technologies for water Electrolyzers; Combined heat and power (cogeneration) plant based on
renewable energy sources and electrochemical hydrogen systems; Low-temperature water electrolyzers
for off-grid power plants with hydrogen energy storage; Electrochemical performances of PEM water
electrolysis cells and perspectives; Hydrogen safety aspects related to high-pressure polymer electrolyte
membrane water electrolysis.
Involvement in Certain Legal Proceedings
None of the officers, directors, or control persons of “HEC” have been involved in the past five (5)
years in any of the following:
(1) Conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and minor offenses);
(2) The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated,
by a court of competent jurisdiction that permanently or temporarily enjoined, barred,
suspended or otherwise limited such person’s involvement in any type of business, securities,
commodities or bank activities;
(3) A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission, the Commodity Futures Trading Commission, or a state securities
regulator of a violation of federal or state securities or commodities law, which finding or
judgment has not been reversed, suspended, or vacated; or
(4) The entry of an order by a self-regulatory organization that permanently or temporarily
barred suspended or otherwise limited such person’s involvement in any type of business
or securities activities.
The Company utilizes outsourcing services for the accounting and auditing of its financials.
Investor Relations
Kim Tilson
203 Old Wilson Hill Road
Greeneville, TN 37745
Phone: [phone]
E-mail: [e-mail]
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ITEM 11. ISSUER CERTIFICATION
I, Michael W. Hedges Jr., certify that:
1. I have reviewed this Investor Disclosure Statement of Hydrogen Engine Center, Inc., a Nevada
corporation;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
disclosure statement; and
3. Based on my knowledge, the statements, and other information included or incorporated by reference
in this disclosure statement, fairly present in all material respects the financial condition, results of
operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
Dated: October 4, 2019
______________________
Michael W. Hedges Jr.
CEO and CFO