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): April 14, 2008
HYDROGEN
ENGINE CENTER, INC.
(Exact
name of registrant as specified in its charter)
|
NEVADA
|
000-50542
|
82-0497807
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
2502
East Poplar Street, Algona, Iowa 50511
(Address
of principal executive offices)
Registrant's
telephone number, including area code: (515) 295-3178
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:
o
Written communications pursuant to Rule 425 under the Securities Act
(17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17
CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17
CFR
240.13e-4(c))
*Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange
Act (17 CFR 240.13e-4(c))
SECTION
4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
Item
4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
On
April
14, 2008 management concluded that the conversion feature of certain convertible
preferred shares was not properly recorded for the 2007 interim periods.
Investors, potential investors and other readers of our SEC filings are
therefore cautioned not to rely on the financial statements, including the
Consolidated Balance Sheet and the Consolidated Statement of Operations,
previously filed for the interim periods for March 31, June 30 and September
30,
2007 are being revised to reflect this correction. The audited Financial
statements in our 10-KSB audited financial statements, filed April 15, 2008
reflect this correction.
The
facts
underlying this revision conclusion are as follows: The Series A
Convertible Preferred Stock issued in 2006 had certain anti-dilution rights.
As
a result of the sale of the Series B Preferred Stock in March 2007, the
conversion price of the Series A Preferred Stock was reduced from $3.25 per
share to $2.00 per share. This reduced conversion price resulted in a noncash,
quasi dividend totaling $1,889,063 for the quarter ended March 31, 2007, which
amount should have also been reflected for the quarters ending June 30, and
September 30, 2007.
The
effects of the beneficial conversion were properly recorded in our December
31,
2007 audited, Consolidated Balance Sheet, Consolidated Statement of Operations
and the Statement of Stockholders’ Equity (Deficit) and Comprehensive Loss as a
quasi dividend resulting in a greater net loss attributable to common
shareholders.
Our
Chief
Financial Officer and our Audit Committee discussed with our independent
accountants, the matters disclosed in this current report.
We
expect
that the adjustment referred to in this Item 4.02 will not materially affect
our
current cash position. The impact of these matters on our internal control
over
financial reporting and disclosure controls and procedures were evaluated and
disclosed in our 2007 10-KSB, filed April 15, 2008. We
have
also concluded that our disclosure controls and procedures were not effective
for the interim periods of March 31, June 30, and September 30, 2007 due to
error described above. We
expect
to file our amended 10-QSB reports for the periods ended March 31, June 30
and
September 30, 2007 as soon as practicable.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
HYDROGEN
ENGINE CENTER, INC.
(Registrant)
By:
/s/
Sandra Batt
Name:
Sandra Batt
Title:
Chief Financial Officer
Date:
April 18, 2008