10-Q 1 abcoenergy20190331_10q.htm FORM 10-Q abcoenergy20190331_10q.htm

As Filed with the Securities and Exchange Commission on May 20, 2019          



            File No:  000-55235

United States

Securities and Exchange Commission

Washington, D.C. 20549  

 


 

FORM 10-Q

 


 

(Mark One)

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDING MARCH 31, 2019

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____to_____ 

Commission file number: 000-55235

 

ABCO ENERGY, INC.

 (Name of registrant as specified in its Charter)

 

Nevada

46-5342309

(State of Incorporation)

(IRS Employer Identification No.)

 

2100 North Wilmot #211, Tucson, AZ

85712

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:

520-777-0511

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

COMMON STOCK

ABCE

OTCQB

 

 Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definition of “law accelerated filed,” “accelerated filed,” “Smaller reporting company,” and “emerging growth company” in Rule 12b of the Exchange Act.

 

Large accelerated filer ☐

 

Accelerated filer ☐

 

 

 

Non-accelerated filer ☐

 

Smaller Reporting Company ☒

 

 

 

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. ☐

 

 Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by the court. Yes ☐ No ☐ N/A

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of May 20, 2019, we had 62,395,459 shares of common stock issued and outstanding.

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

3

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

22

 

 

Item 4. Controls and Procedures

22

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

23

 

 

Item 1A. Risk Factors

23

 

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

23

 

 

Item 3. Defaults upon Senior Securities

23

 

 

Item 4. Mine Safety Disclosures

23

 

 

Item 5. Other Information

23

 

 

Item 6. Exhibits

24

 

 

Signatures

25

 

 

PART 1 – FINANCIAL INFORMATION

 

 

Item 1.     Financial Statements

ABCO ENERGY, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE THREE MONTHS ENDED

 

MARCH 31, 2019

 

Consolidated Balance Sheets: As of March 31, 2019 (Unaudited), and as of December 31, 2018 (Audited)

4

 

 

Consolidated Statements of Operations: For the Three Months Ended March 31, 2019 and March 31, 2018 (Unaudited)

5

 

 

Consolidated Statement of Shareholders Equity for the Three Months Ended March 31, 2019 and for the Year Ended December 31, 2018 (Unaudited)

6

   

Consolidated Statements of Cash Flows: For the Three Months Ended March 31, 2019 and March 31, 2018 (Unaudited)

7

 

 

Notes to the Consolidated Financial Statements (Unaudited)

8

 

 

 

ABCO ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

March 31, 2019

Unaudited

   

December 31, 2018

Audited

 

Current Assets

               

Cash

  $ 32,968     $ 67,707  

Accounts receivable on completed projects

    65,073       105,187  

Costs and estimated earnings on contracts in progress

    195,510       184,212  

Inventory

    57,722       53,950  

Prepaid expenses and discounts on debt

    32,445          

Total Current Assets

  $ 383,718     $ 411,056  

Fixed Assets

               

Vehicles, office furniture & equipment – net of accumulated depreciation

    34,797       36,538  

Other Assets

               

Investment in long term leases

    4,197       10,512  

Security deposits

    2,700       2,700  

Total Other Assets

    6,897       13,212  

Total Assets

  $ 425,412     $ 460,806  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current liabilities

               

Accounts payable and accrued expenses

  $ 542,215     $ 549,611  

Excess billing on contracts in progress

    101,673       85,777  
Convertible note payable, net     111,220       189,680  

Derivative liability on convertible debentures

    -       74,848  

Notes payable – merchant loans

    139,942       53,362  

Note payable – non-affiliate

    43,874       49,563  

Notes payable – related parties

    169,549       169,549  

Current portion of long term debt

    8,811       7,628  

Total Current Liabilities

    1,117,284       1,180,018  
                 

         Long term debt, net of current portion

    15,683       18,670  

Total Liabilities

    1,132,967       1,198,688  
                 

Commitments and contingencies

    0       0  
                 

Stockholders’ Deficit:

               

Preferred stock, 100,000,000 shares authorized, $0.001 par value, and 30,000,000 shares

issued and outstanding at March 31, 2019 and 30,000,000 at December 31, 2018.

    30,000       30,000  

Common stock 5,000,000,000 shares authorized, $0.001 value, and 56,785,459 Issued and

outstanding at March 31, 2019 and 31,886,289 outstanding at December 31, 2018, respectively.

    56,783       31,886  

Common shares sold not issued 5,580,000 at March 31, 2019 and 870,000 at December 31, 2018

    5,580       870  

Additional paid-in capital

    4,899,348       4,379,793  

Accumulated deficit

    (5,699,266

)

    (5,180,431

)

Total Stockholders’ Deficit

    (707,555

)

    (737,882

)

Total Liabilities and Stockholders’ Deficit

  $ 425,412     $ 460,806  

 

See accompanying notes to the unaudited consolidated financial statements.

 

 

ABCO ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREEE MONTHS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

 

   

March 31, 2019

   

March 31, 2018

 
                 

Revenues

  $ 654,010     $ 522,295  
                 

Cost of Sales

    410,224       328,378  
                 

Gross Profit

    243,786       193,917  
                 

Operating Expenses:

               

     Payroll

    80,317       84,718  

     Consulting expense

    12,124       13,679  

     Corporate expense

    15,537       1,611  

     Professional fees

    31,117       6,180  

     Rent

    8,581       9,113  

     Other selling and administrative expenses

    113,385       44,635  

       Total operating expense

    261,061       159,936  
                 

Net income (Loss) from operations

    (17,275

)

    33,981  
                 

Other expenses

               

Interest on notes payable

    (78,914

)

    (8,474

)

Change in Derivative Gain (Loss)

    (177,934

)

    (64,882

)

Finance Fees – derivatives

    -       (6,807

)

Gain (Loss) on extinguishment of debt

    (244,712

)

    39,355  

Total other expenses

    (501,560

)

    (40,808

)

                 

Net income (Loss) before provision for income taxes

    (518,835

)

    (6,827

)

                 

Provision for income tax

    -       -  
                 

Net income (loss)

  $ (518,835

)

  $ (6,827

)

                 

Net income (loss) Per Share (Basic and Fully Diluted)

  $ (.01

)

  $ (.01

)

                 

Weighted average number of common shares used in the calculation

    47,560,874       873,984  

 

See accompanying notes to the consolidated financial statements.

 

 

ABCO ENERGY, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY

FOR THE THREEE MONTHS ENDED MARCH 31, 2019

AND FOR THE YEAR ENDED DECEMBER 31, 2018

(UNAUDITED)

 

   

Shares

   

Par amount

   

Preferred

stock

   

APIC

   

Accumulated

Deficit

   

Total

stockholders'

deficit

 

Balance at December 31, 2017

    162,138,400     $ 162,139     $ 15,000     $ 3,258,887     $ (4,540,163

)

  $ (1,104,137

)

1 for 20 Reverse

    8,106,920       8,107       15,000       3,412,919       (4,540,163

)

    (1,104,137

)

Shares sold and unissued in prior period

                            65,635               65,635  

Shares issued Regulation S

    1,265,833       1,266               51,273               52,539  

Shares issue for conversion of debentures

    625,000       625               13,750               14,375  

Derivative change net of expenses during this period

                            19,923               19,923  

Net income for the period

                                    (6,827

)

    (6,827

)

Balance at March 31, 2018

    9,997,753       9,998       15,000       3,563,500       (4,546,990

)

    (958,492

)

Balance at December 31, 2018

    32,756,289     $ 32,756     $ 30,000     $ 4,379,793     $ (5,180,431

)

  $ (737,882

)

Shares to be issued under Regulation S

    4,710,000       4,710               57,736               62,446  

Shares issued for Convertible-Preferred series C

    20,454,462       20,452               28,228               48,680  

Derivative liability converted

                            405,590               405,590  

Shares issued for prepaid expenses

    4,444,708       4,445               28,000               32,445  

Net loss for the three months ended March 31, 2019

                                    (518,835

)

  $ (518,835

)

Balance at March 31, 2019

    62,365,459     $ 62,363     $ 30,000     $ 4,899,348     $ (5,699,266

)

  $ (707,555

)

 

See accompanying notes to the consolidated financial statements.

 

 

ABCO ENERGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREEE MONTHS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

 

   

March 31,

   

March 31,

 
   

2019

   

2018

 

Cash Flows from Operating Activities:

               

Net income (loss)

  $ (518,835

)

  $ (6,827

)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

               

Depreciation

    2,665       1,614  

Inventory change

    (3,772

)

    (29

)

Change in amortizable debt discount

    26,409       2,311  

Change in derivative liability

    177,934       64,556  

Gain or loss on extinguishment of debt

    244,712       (39,355

)

Changes in Accounts receivable

    28,816       (115,252

)

Billings in excess of costs on incomplete projects

    15,896       -  

Accounts payable and accrued expenses

    (99,299

)

    55,398  

Net cash used in operating activities

    (125,474

)

    (37,584

)

                 

Cash flows from investing activities

               
Equipment purchased     (924 )     -  

Proceeds from investments in long term leases

    6,315       187  

Net cash provided by (used for) investing activities

    5,391       187  
                 

Cash Flows from Financing Activities:

               

Proceeds from sale of common stock – net of expenses

    62,446       50,586  

Proceeds of related party notes payable

    -       (16,797

)

Proceeds from non-affiliate loan

    104,500       60,000  

Payments on debt

    (191,602

)

    (27,980

)

Proceeds from convertible notes

    110,000

 

    -  

Net cash provided by financing activities

    85,344       65,809  
                 

Net increase (decrease) in cash

    (34,739

)

    28,412  

Cash, beginning of period

    67,707       5,046  

Cash, end of period

  $ 32,968     $ 33,458  

 

Supplemental disclosures of cash flow information:

Cash paid for interest

  $ 78,914     $ 15,281  

Income taxes paid or accrued

  $ -     $ -  

 

See accompanying notes to the consolidated financial statements.

 

 

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019

(UNAUDITED)

 

Note 1 – Overview and Description of the Company

 

ABCO Energy, Inc. was organized on July 29, 2004 and operated until July 1, 2011 as Energy Conservation Technologies, Inc. (ENYC).  On July 1, 2011 ENYC entered into a share exchange agreement (SEA) with ABCO Energy, Inc. (“Company”) and acquired all the assets of ABCO.  ENYC changed its name to ABCO Energy, Inc. on October 31, 2011.  As a result of the SEA, the outstanding shares of ENYC as of June 30, 2011 were restated in a one for twenty three (1 for 23) reverse stock split prior to the exchange to approximately 9% of the post-exchange outstanding common shares of the Company.

 

On January 13, 2017, the Board of Directors of the Company approved a reverse stock split of its common stock, at a ratio of 1-for-10 (the “Reverse Stock Split”).  The Reverse Stock Split became effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace on January 13, 2017 (the “Effective Date”), whereupon the shares of common stock began trading on a split adjusted basis.  As a result of the Reverse Stock Split the number of authorized shares of common stock was reduced to 50,000,000 from 500,000,000 shares.  The Company held a Special Meeting of Stockholders in May 2017 which authorized an amendment to the Articles of Incorporation to increase the authorized common share capital to 2,000,000,000 common shares and 100,000,000 preferred shares.  Thereafter, on September 27, 2017, by written consent the holders of a majority of the outstanding shares voted to authorize an additional amendment to increase the authorized common shares to 2,000,000,000 shares.

 

On December 23, 2018 the Board of Directors of the Company approved a reverse stock split of its common stock, at a ratio of 1-for-20 (the “Reverse Stock Split”).  The Reverse Stock Split became effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace on December 23, 2018 (the “Effective Date”), whereupon the shares of common stock began trading on a split adjusted basis.  On November 8, 2018, by written consent the holders of a majority of the outstanding shares voted to authorize an additional amendment to increase the authorized common shares to 5,000,000,000 shares.

 

OVERALL STRATEGIC DIRECTION

 

All share numbers through-out these financial statements and notes thereto have been adjusted to reflect this reverse split.

 

The Company is in the Photo Voltaic (PV) solar systems industry, and is an electrical product and services supplier.   The Company plans to build out a network of operations in major cities in the USA to establish a national base of PV suppliers, lighting suppliers and electrical service operations centers.  This combination of services, solar and electric, provides the Company with a solid base in the standard electrical services business and a solid base in the growth markets of solar systems industry.

 

OVERVIEW

 

As of March 31, 2019, we operated in Tucson and Phoenix, Arizona.  The Company plan is to expand to more locations in North America in the next year as funding becomes available. We believe that the solar and energy efficiency business functions better if the employees are local individuals working and selling in their own community. Our customers have indicated a preference for dealing with local firms and we will continue our focus on company-owned integrated product and services offices. Once a local firm is established, growth tends to come from experience, quality and name recognition. We remain committed to high quality operations.

 

DESCRIPTION OF PRODUCTS

 

ABCO sells and installs Solar Photovoltaic electric systems that allow the customer to produce their own power on their residence or business property.  These products, installed by our crews, are purchased from both USA and offshore manufacturers. We have available and utilize many suppliers of US manufactured solar products from such companies as Mia Soleil, Canadian Solar, Boviet, Westinghouse Solar and various Korean, German and Chinese suppliers.  In addition, we purchase from several local and regional distributors whose products are readily available and selected for markets and price.  ABCO offers solar leasing and long term financing programs from Service Finance Corporation, Green Sky, AEFC and others that are offered to ABCO customers and other marketing and installation organizations.

 

ABCO also sells and installs energy efficient lighting products, regular and solar powered air conditioning equipment, solar powered street lights and lighting accessories.  ABCO contracts directly with manufacturers to purchase its lighting products which are sold to residential and commercial customers.

 

 

Table of Contents

 

ABCO has Arizona statewide approval as a registered electrical services and solar products installer and as an air conditioning and refrigeration installer. Our license is ROC 258378 electrical and ROC 323162 HVAC and we are fully licensed to offer commercial and residential services, HVAC and solar. 

 

The ABCO subsidiary, Alternative Energy Finance Corporation (AEFC), a Wyoming company provides funding for leases of photovoltaic and HVAC systems.  AEFC financed its owned leases from its own cash and now arranges financing with funds provided by other lessors.  

 

Note 2 – Summary of significant accounting policies

 

Critical Accounting Policies and Use of Estimates

 

These financial statements consist of the consolidated financial positions and results of operations of both the parent, ABCO Energy, Inc. and the subsidiary companies.  In the opinion of Management, all adjustments necessary for a fair statement of results for the fiscal years presented have been included.  These financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) generally accepted in the United States of America.

 

GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets. On an on-going basis, the Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets, income taxes, equity-based compensation, litigation and warranties.  The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.

 

Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation, percentage of completion and the valuation of common and preferred shares issued for services, equipment and the liquidation of liabilities

 

The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements.  These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  By their nature, estimates are subject to an inherent degree of uncertainty.  Actual results may differ from those estimates.

 

Cash and Cash Equivalents

There are only cash accounts included in our cash equivalents in these statements.  For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents. There are no short term cash equivalents reported in these financial statements. 

 

Property and Equipment

Property and equipment are to be stated at cost less accumulated depreciation.  Depreciation is recorded on the straight-line basis according to IRS guidelines over the estimated useful lives of the assets, which range from three to ten years.  Maintenance and repairs are charged to operations as incurred. 

 

Revenue Recognition

The Company generates revenue from sales of solar products, LED lighting, installation services and leasing fees. During the last two fiscal years, the company had product sales as follows:

 

 

Sales Product and Services Description

 

March 31, 2019

   

March 31, 2018

 

Solar PV residential and commercial sales

  $ 653,982       100

%

  $ 448,636       85

%

Energy efficient lighting & other income

    -       -

%

    73,409       14

%

Interest Income

    28       -

%

    250       1

%

 Total revenue

  $ 654,010       100

%

  $ 522,295       100

%

 

The Company recognizes product revenue, net of sales discounts, returns and allowances. These statements establish that revenue can be recognized when persuasive evidence of an arrangement exists, delivery has occurred, and all significant contractual obligations have been satisfied, the fee is fixed or determinable, and collection is considered probable. 

 

 

Our revenue recognition is recorded on the percentage of completion method for sales and installation revenue and on the accrual basis for fees and interest income.  We recognize and record income when the customer has a legal obligation to pay.  All our revenue streams are acknowledged by written contracts for any of the revenue we record.  There are no differences between major classes of customers or customized orders.  We record discounts, product returns, rebates and other related accounting issues in the normal business manner and experience very small number of adjustments to our written contractual sales.  There are no post-delivery obligations because warranties are maintained by our suppliers. Our lease fees are earned by providing services to contractors for financing of solar systems.  Normally we will acquire the promissory note (lease) on a leased system that will provide cash flow for up to 20 years.  Interest is recorded on the books when earned on amortized leases.

 

Accounts Receivable and work-in-progress

The Company recognizes revenue upon delivery of product to customers and does not make bill-and-hold sales.  Contracts spanning reporting periods are recorded on the percentage of completion method, based on the ratio of total costs to total estimated costs by project, for recognition of revenue and expenses.  Accounts receivable includes fully completed and partially completed projects and partially billed statements for completed work and product delivery.  The Company records a reserve for bad debts in the amount of 2% of earned accounts receivable.  When the Company determines that an account is uncollectible, the account is written off against the reserve and the balance to expense.  If the reserve is deemed to be inadequate after annual reviews, the reserve will be increased to an adequate level.

 

Inventory

The Company records inventory of construction supplies at cost using the first in first out method.  After review of the inventory on an annual basis, the Company discounts all obsolete items to fair market value and has established a valuation reserve of 10% of the inventory at total cost to account for obsolescence.

 

Income Taxes

The Company has net operating loss carryforwards as of December 31, 2018 totaling approximately $3,521,421.  Accrued derivative liabilities and stock-based compensation are assumed to be non-tax events. A deferred 21% tax benefit of approximately $754,201 has been offset by a valuation allowance of the same amount as its realization is not assured.

 

Due to the current uncertainty of realizing the benefits of the tax NOL carry-forward, a valuation allowance equal to the tax benefits for the deferred taxes has not been established. The full realization of the tax benefit associated with the carry-forward depends predominately upon the Company’s ability to generate taxable income during future periods, which is not assured.

 

The Company files in the US only and is not subject to taxation in any foreign country.  There are three open years for which the Internal Revenue Service can examine our tax returns so 2015, 2016 and 2017 are still open years and 2018 will replace 2015 when the tax return is filed.

 

Fair Values of Financial Instruments

ASC 825 requires the Corporation to disclose estimated fair value for its financial instruments.  Fair value estimates, methods, and assumptions are set forth as follows for the Corporation’s financial instruments.  The carrying amounts of cash, receivables, other current assets, payables, accrued expenses and notes payable are reported at cost but approximate fair value because of the short maturity of those instruments. The Company evaluates derivatives based on level 3 indicators.

 

ASC 825 requires the Corporation to disclose estimated fair value for its financial instruments.  Fair value estimates, methods, and assumptions are set forth as follows for the Corporation’s financial instruments.  The carrying amounts of cash, receivables, other current assets, payables, accrued expenses and notes payable are reported at cost but approximate fair value because of the short maturity of those instruments.

 

The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

The following are the hierarchical levels of inputs to measure fair value:

 

Level 1:  Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

 

Level 2:  Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3:  Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.    

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value.

 

Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.  

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model.

 

Stock-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.  

 

Effects of Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements.

 

Per Share Computations

Basic net earnings per share are computed using the weighted-average number of common shares outstanding.  Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and the dilutive potential common shares outstanding during the period. All shares were considered anti-dilutive at December 31, 2018.  Potentially dilutive share issues are: 1) all unissued common shares sold, the convertible debentures are dilutive, 2) all convertible debentures have a possibility of a large number of shares being issued and would result in a larger number of shares issued if the price remains low, 3) the preferred stock of the company held by insiders is convertible into common shares and the preferred stock is voted on a 20 to 1 basis.  All of the above are potential dilutive items.

 

Reclassification

Certain reclassifications have been made to conform to prior periods’ data to the current presentation. These reclassifications had no effect on reported income.

 

Note 3 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing.  The Company incurred a net loss of $(518,835), the net cash flow used in operations was $(125,474) and its accumulated net losses from inception through the period ended March 31, 2019 is $5,699,266, which raises substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s development activities since inception have been financially sustained through capital contributions from shareholders.

 

 

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from this uncertainty.

 

Note 4 – Warranties of the Company

 

ABCO Energy provides a five and ten year workmanship warranties for installed systems that cover labor and installation matters only.  All installed products are warranted by the manufacturer.  In the last four years of operations, all claims on workmanship have been handled expeditiously and inexpensively by the company.  Management does not consider the warranties as a significant or material risk and therefore there is no reserve.

 

Note 5 – Accounts Receivable and Work in Process

 

Accounts receivable as of March 31, 2019 and 2018, consists of the following:

 

Description

 

March 31, 2019

   

March 31, 2018

 

Accounts receivable on completed contracts

  $ 65,073     $ 105,187  

Costs and estimated earnings on contracts in progress

    195,510       184,212  

Total

  $ 260,583     $ 289,399  

 

Work in process consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at March 31, 2019 and 2018. The company records contracts for future payments based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed in advance and unearned profits are netted against the billed amounts such that accounts receivable reflect current amounts due from customers on completed projects and amounts earned on projects in process are reflected in the balance sheet as costs and estimated earnings in excess of billings on contracts in progress.

 

Billings in excess of costs and earnings were $101,673 at March 31, 2019 and $85,777 at March 31, 2018.

 

Note 6 – Inventory

 

Inventory of construction supplies not yet charged to specific projects was $57,722 at March 31, 2019 and $53,950 as of December 31, 2018. The Company values items of inventory at the lower of cost or market and uses the first in first out method to charge costs to jobs. The Company has established a valuation reserve of 10% of the value of inventory after write downs for obsolescence.

 

Note 7 – Security deposits and Long Term Commitments

 

The Company has paid security deposits on the rented spaces it occupies for offices and warehouse which total $2,700 on March 31, 2019 and December 31, 2018.

 

On May 1, 2014, the Company rented office and warehouse space at 2100 N. Wilmot #211, Tucson, Arizona 85712.  This facility consists of 3,600 square feet.  The Company now has a one year lease with monthly rent of $2,841 which was renewed on November 1, 2018 to a term of one year.  ABCO has a forward commitment of $31,251.

 

Note 8 – Alternative Energy Finance Corporation (AEFC)

 

AEFC is a wholly owned subsidiary of ABCO Energy.  AEFC provides funding for leases of photovoltaic systems and finances its own leases from its own cash.  Long term leases recorded on the consolidated financial statements were $4,197 at March 31, 2019 and $10,512 at December 31, 2018. During the quarter ended March 31, 2019 one of the leases paid in full as the owner’s property was sold.

 

 

Note 9 – Property and equipment

 

The Company has acquired all its office and field work equipment with cash payments and financial institution loans. The total fixed assets consist of vehicles, office furniture, tools and various equipment items and the totals are as follows:

 

Asset

 

March 31, 2019

   

December 31, 2018

 

Equipment

  $ 120,267     $ 119,343  

Accumulated depreciation

    (85,470

)

    (82,805

)

Net Fixed Assets

  $ 34,797     $ 36,538  

 

Depreciation expenses for the periods ended March 31, 2019 and March 31, 2018 was $2,665 and $1,614 respectively.

 

Note 10 – Notes Payable Officers and Related Party Transactions

 

Related party notes payable as of March 31, 2019 and December 31, 2018 consists of the following:

 

Description

 

March 31, 2019

   

December 31, 2018

 

Notes payable – Director bearing interest at 12% per annum, unsecured, demand notes.

  $ 60,000     $ 60,000  

Note payable - Officer bearing interest at 12% per annum, unsecured, demand note

    61,052       61,052  

Note payable – other bearing interest at 12% per annum, unsecured, demand note.

    48,497       48,497  

Total

  $ 169,549     $ 169,549  

 

The first note in the amount of $60,000 provides for interest at 12% per annum and is unsecured.  This note resulted in an interest charge of $36,080 accrued and unpaid at March 31, 2018. 

 

The second note has a current balance of $61,052 as of March 31, 2018.  The note is an unsecured demand note and bears interest at 12% per annum. This note resulted in an interest charge of $21,868 accrued and unpaid at March 31, 2019.

 

The third note is from a related party and has a current balance of $48,497 as of March 31, 2019.  The note is an unsecured demand note and bears interest at 12% per annum. This note resulted in an accumulated interest charge of $20,598 accrued and unpaid at March 31, 2018. 

 

Note 11 – Short Term Notes Payable

 

Description

 

March 31, 2019

   

December 31, 2018

 

Private money loan from Perfectly Green Corporation, borrowed 1-22-18, bearing interest at 3% per annum, unsecured (3) demand note-Original balance $60,000, current balance

  $ 43,874     $ 49,563  

Merchant note payable to Powerup Lending Group, LLC, borrowed 12-5-18, bearing interest at 26% per annum, unsecured.

    26,005       53,362  

Knight Capital Funding, LLC, borrowed 1-30-19, bearing interest at 23% per annum, unsecured

    113,937       -  

Total

  $ 183,816     $ 102,925  

  

(1) On January 22, 2018 the Company borrowed $60,000 from Perfectly Green Corporation, a Texas corporation.  The Company repaid $16,126 prior to March 31, 2019. The note bears interest at 3% per annum and is payable upon demand after 60 days’ notice which can be requested at any time after May 31, 2018.

 

(2) On December 5, 2018 the Company borrowed a merchant note payable to Powerup Lending Group, LLC, borrowed 12-5-18, bearing interest at 26% per annum, unsecured. The balance due at March 31, 2018 was $26,005.

 

(3) On January 30, 2019 the Company borrowed $153,092 including principal and interest from Knight Capital Funding, LLC, bearing interest at 23% per annum, unsecured. The balance and accrued interest at March 31, 2019 was $113,937.

 

 

During May 2018, the Company authorized a Series C Preferred Stock and has sold three issuances for cash to Power Up Lending Group Ltd as shown in the table below. The Series C Preferred Stock has no voting rights and is subordinate to the Series B Preferred Stock. The Series C Preferred Stock is convertible into common stock after 6 months at the option of the Holder. The conversion into common stock shares is determined by the use of the lowest price of the trading common stock in a 20 day period prior to the elected date to convert. The price is determined by the discount rate of 35% of the lowest price to determine the number of shares. The Series C Preferred is classified as a liability on the Balance Sheet because it is mandatorily redeemable after its 15 month term if not fully converted by that date. The classification of this investment as a liability on the balance sheet will also require a calculation of a derivative liability on future statements.

 

Name of Holder

 

Date of issuance

 

 

Date of maturity

 

 

Amount of issuance

 

Power Up Lending Group, LTD

 

 

5-7-18

 

 

 

11-7-18

 

 

$

78,000

 

Power Up Lending Group, LTD

 

 

7-6-18

 

 

 

1-6-19

 

 

$

68,000

 

Power Up Lending Group, LTD

 

 

8-24-18

 

 

 

2-24-19

 

 

$

73,000

 

     Total amount sold

 

 

 

 

 

 

 

 

 

$

219,000

 

Conversions during 2018

 

 

 

 

 

 

 

 

 

 

29,320

 

Balance on Preferred Stock Series C liability at December 31, 2018

 

 

 

 

 

 

 

 

 

$

189,680

 

 

Effective as of September 2, 2018 Redstart Holdings Corp. (“RHC”) acquired from Power Up Lending Group Ltd., all of the $219,000 Series C Preferred Stock of ABCO Energy, Inc. owned by Power-Up for a one year promissory note from RHC for the principal amount of $328,500 plus interest at 8% per annum pursuant to a Stock Purchase Agreement dated October 31, 2018 (“SPA”). The Company agreed to the transactions contemplated by the SPA.

 

During the quarter ended March 31, 2019, the Company redeemed from Redstart 68,000 shares and 73,000 shares, respectively, of the Series C Preferred and retired these shares. Redstart converted all of the 78,000 Series C Preferred into common shares in 2018 and 2019. The balance of this note at March 31, 2019 was $-0- and it was $48,680 at December 31, 2018 all of which was converted into common shares during January 2019.

 

Note 12 – Long term debt

 

Holder

 

Date issued

   

Interest rate

   

Amount due March 31, 2019

   

Amount due

December 31, 2019

 

Ascentium Capital

    10-1-18       13

%

  $ 13,544     $ 14,285  

Fredrick Donze

    9-2-18       6

%

    5,735       6,283  

Charles O’Dowd (officer)

    8-9-18       6

%

    5,214       5,731  

Total long term debt

                    24,494       26,298  

Less Current portion

                    8,811       7,628  

     Total long-term debt

                  $ 15,663     $ 18,670  

 

ABCO acquired the assets of Dr. Fred Air Conditioning services on September 2, 2018 for the total price of $22,000. The allocation of the purchase price was to truck and equipment at $15,000 and the balance was allocated to inventory.  The truck and equipment were financed by Ascentium Capital.  Mr. Fred Donze, the owner, received a three year promissory note for the balance of $7,000 at 6% interest and with monthly payments of $213.

 

The Company purchased an automobile from its President with a promissory note in the amount of $6,575 dated August 9, 2018 and bears interest at 6% per annum for the three year payment plan.

 

Note 13 – Convertible Debt and Derivative Valuation

 

In accordance with the Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments, Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities require that instruments with embedded derivative features be valued at their market values.  The Company hired a valuation consultant to value the Convertible Debentures for the derivative portion of the instruments. The Binomial model was used to value the derivative liability for the fiscal year ending December 31, 2018 and December 31, 2017.

 

 

During the year ended December 31, 2018, the Company funded operations with borrowing on new convertible promissory notes and had other debentures due from 2017. This table presents the positions on the notes at March 31, 2019 and December 31, 2018.

 

Holder

 

Date

of Loan

 

 

Loan

amount

 

 

OID and

discounts

and fees

 

 

Interest

rate

 

 

Conversions to

shares

 

 

Conversion

Dollars

 

 

Balance

March 31,

2019

 

 

Balance

December 31,

2018

 

Power Up Lending Group Ltd - Redstart

 

5-7-18

 

 

$

78,000

 

 

$

3,000

 

 

 

8

%

 

 

6,056,000

 

 

 

29,320

 

 

 

-

 

 

 $

48,680 

 

Power Up Lending Group Ltd - Redstart

 

7-6-18

 

 

 

68,000

 

 

 

3,000

 

 

 

8

%

 

 

-

 

 

 

-

 

 

 

-

 

 

 

68,000 

 

Power Up Lending Group Ltd - Redstart

 

8-24-18

 

 

 

73,000

 

 

 

3,000

 

 

 

8

%

 

 

-

 

 

 

-

 

 

 

-

 

 

 

73,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals and balances for 12-31-18

 

 

 

 

$

219,000

 

 

$

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

-

 

 

 $

189,680

 

 

Subsequent to December 31, 2018, the Company redeemed from Redstart 68,000 shares and 73,000 shares, respectively, of the Series C Preferred and retired these shares. Redstart converted all of the 78,000 Series C Preferred shares into common shares in 2018 and 2019. The balance of this note at March 31, 2019 was $-0-.

 

Blackbridge converted an additional $14,575 for 12,500,000 shares on January 17, 2018 bringing the total note balance to $78,150 when sold to L2 Capital.

 

The initial valuation of the derivative liability on the converted common shares totaled $-0- at March 31, 2019 and $74,848 at December 31, 2018 as calculated by consultants for the Company when all notes were issued, but before any conversions.  This value includes the fair value of the shares issued according to the contracts of the holders and valued according to our common share price at the time of acquisition. 

 

Note 14 – Convertible Debt and Derivative Liabilities on Other Notes

 

The Company, effective as of September 1, 2018, entered into an Equity Purchase Agreement with Oasis Capital, LLC, a Puerto Rico limited liability company (“Investor”) pursuant to which Investor agreed to purchase up to $5,000,000 of the Company’s common stock at a price equal to 85% of the market price at the time of purchase (“Put Shares”). The Company agreed to file a new registration statement to register for resale the Put Shares. The Registration Statement must be effective with the SEC before Investor is obligated to purchase any Put Shares. In addition, the Company [i] issued to Investor a one year $150,000 note (“Commitment Note”) which is convertible at 57 ½ %  of the lowest trading price for the 15 day trading period ending on the last trading date prior to the Conversion Date per share as a commitment fee for its purchase of Put Shares and [ii] delivered to Investor a Registration Rights Agreement pursuant to which the Company agreed to register all Put Shares acquired under the Equity Purchase Agreement. No transaction occurred on this matter through March 31, 2019 and no derivative was calculated on the note because it was not yet mature. The Company issued 4,444,707 common shares to Oasis and the price of the shares was classified as a prepaid expense.  This note is not recorded as a liability on the balance sheet until Oasis provides services by purchasing shares under the Registration Statement. See Note 17 below on page 18 with respect to the filing on April 26, 2019 and the effectiveness on May 7, 2019, of a Form S-1 Registration Statement filed for the Put Shares.

 

The Company had entered into Securities Purchase Agreement with Blackbridge Capital, LLC, a Delaware limited liability company [“SPA”], operating out of New York, New York (“Blackbridge”) whereby Blackbridge has agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock.  The Company has agreed to file a Registration Statement to register such shares for sale to Blackbridge.  In addition, the Company has issued [i] a convertible promissory note to Blackbridge pursuant to the Securities Purchase Agreement equal to $150,000 as a commitment fee, that is currently charged to prepaid expenses until services are provided (the “Blackbridge Note”), [ii] and a $100,000 Convertible Note to cover the expenses to be incurred for the preparation and filing of the Registration Statement and related matters (“Expenses Note”). Blackbridge converted an additional $14,575 for 12,500,000 shares on January 17, 2018 bringing the total note balance to $78,150 as of the date the note was acquired by Oasis Capital, LLC.

 

 

On March 13, 2017, the Company and Blackbridge, entered into an Agreement, effective as of March 1, 2017, terminating the SPA.  The Registration Statement on Form S-1 filed by the Company pursuant to the SPA could not be processed because of technical issues raised by the SEC and was withdrawn on February 28, 2017.  In addition, the Blackbridge Note issued by the Company as a commitment fee was declared null and void and was cancelled on March 1, 2017.

 

Effective as of January 31, 2019, Company acquired through redemption from Redstart Holdings Corp, [“RHC”] 68,000 shares of the Series C Preferred Stock [“Redeemed Preferred Shares”] owned by RHC. The redemption price for the Redeemed Preferred Shares was $101,810.55 which was financed through a cash advance transaction of future receivables.

 

Effective as of February 22, 2019, Company acquired through redemption from RHC 73,000 shares of the Series C Preferred Stock [“Redeemed Preferred Shares”] owned by RHC. The redemption price for the Redeemed Preferred Shares was $106,145 which was financed through available cash and the promissory note referred to in the next paragraph.

 

Effective January 25, 2019 the Company entered into a Future Receivable Sale Agreement with Knight Capital Funding in the amount of $104,500 in order to fund a redemption of the Redstart Series C Preferred Stock. The agreement calls for 154 daily payments of $994 to retire this note in the amount of $153,092 representing principal and discount of collection of future receivables. The Company’s decision to redeem the Preferred shares was primarily to prevent the conversion of this note from diluting the common shares in 2019.

 

The Company issued to Power Up Lending Group, Inc. [“Power Up”], a $68,000 Convertible Promissory Note dated February 16, 2019 [“Note”] which contains an original issue discount of $10,000.00 (OID) and expenses of $3,000.00 [“Note”]. The Note is convertible into Company common stock beginning six months after the date of the Note with an effective discount rate of approximately 20 % upon conversion. Without the OID, the effective discount rate would be 35% as set forth in the Note. The net proceeds from the Note, combined with Company working capital in the amount of $51,145, was used to redeem the February 22, 2019 acquisition above in the amount of $106,145.

 

The Company issued to Power Up Lending Group, Inc. a $68,000 Convertible Promissory Note dated March 13, 2019 which contains an original issue discount of $10,000.00 (OID) and expenses of $3,000.00 [“Note”]. The Note is convertible into Company common stock beginning six months after the date of the Note with a stated discount rate of 19% as set forth in the Note. Without the OID, the effective discount would have been 35%. The net proceeds from this Note were used for working capital.

  

The Company determined that the conversion feature embedded within the Power Up Series C Preferred shares that reached maturity in 2018 in the amount of $78,000 is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities on March 31, 2019 and December 31, 2018:

 

Description

 

March 31, 2019

   

December 31, 2018

 

Purchase price of the convertible debenture

  $ 74,848     $ 78,000  

Valuation reduction during the period

    (74,848

)

    3,152  

Balance of derivative liability net of discount on the notes (See Consolidated Balance sheet liabilities)

  $ -     $ 74,848  
                 
Derivative calculations and presentations on the Statement of Operations                
                 

Loss on note issuance

  $ -     $ (36,230  

Change in Derivative (Gain) Loss

    (177,934

)

    61,251  

Derivative Finance fees

    -       (33,018  

Gain (loss) on extinguishment of debt

    (244,712

)

    (410,157

)

Derivative valuation and expense charged to operations in 2018 (See Consolidated Statement of Operations)

  $ (422,646

)

  $ (418,154

)

 

The Company measured and utilized quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (level 3) in applying valuation technology to derivative values for March 31, 2019 and 2018 and throughout the year.

 

 

Note 15 – Stockholder’s Equity

 

Common Stock

 

During the three months ended March 31, 2019 the Company sold 4,710,000 shares of restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $158,835.  Commission and expense reimbursements totaled $79,399 The Company recorded net proceeds totaling $79,545. Legal expenses for this offering and other offerings totaled $17,099 which reduces the net proceeds to the Company to $62,446.

 

During the fiscal year ended December 31, 2018 the Company sold 6,162,119 restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $583,536.  Commission and expense reimbursements totaled $293,720 and the legal and administrative expense of offerings totaled $39,176.  The Company recorded net proceeds totaling $ 250,641.

 

In addition, debenture holders converted debt into 16,767,650 shares which were issued upon conversion of $256,742 of the notes referred to in Note 13 above. 

 

During the year ended December 31, 2018 the Company issued 369,599 common restricted shares and recorded equity in the amount of $10,000 from vendors for services and issued 1,350,000 restricted common shares to management for services with a fair market value of $27,000.

 

Preferred Stock

 

On September 15, 2017 and on September 15, 2018, the Board of Directors authorized on each such date the issuance of 15,000,000 preferred shares for an aggregate of 30,000,000 shares of Class B Convertible Preferred Stock [“Series B”] to both Directors of the Company and to two unaffiliated Consultants or a total of 30,000,000 shares of Series B. The Company assigned a value of $15,000 for the shares for 2017 and 2018.  Of the Series B, 12,000,000 shares were issued to Charles O’Dowd and 2,000,000 to Wayne Marx, the Directors. Each Consultant received 8,000,000 shares. See the Company’s Schedule 14C filed with the Commission on September 28, 2018.  These shares have no market pricing and management assigned an aggregate value of $30,000 to the stock issued based on the par value of $0.001. The 30,000,000 shares of preferred Stock, each with has 20 votes for each Preferred share held by them of record. The holders of the Preferred are also entitled to an additional 300,000,000 common shares upon conversion of the Preferred Stock.  As a result of owning of these shares of Common and Preferred Stock, the Control Shareholders will have voting control the Company.

 

Earnings (loss) per share calculation

 

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period

 

The computation of basic and diluted loss per share at December 31, 2018 excludes the common stock equivalents from convertible debt of the following potentially dilutive securities because their inclusion would be anti-dilutive, and the share issue number is not calculable until conversion takes place. 

 

Note 16 – Other Matters

 

During the three months ended March 31, 2019 the Company sold 4,710,000 shares of restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $158,835.  Commission and expense reimbursements totaled $79,399 The Company recorded net proceeds totaling $79,545. Legal expenses for this offering and other offerings totaled $17,099 which reduces the net proceeds to the Company to $62,446.

 

During the fiscal year ended December 31, 2018 the Company sold 6,162,119 restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $583,536. Commission and expense reimbursements totaled $293,720 and the legal and administrative expense of other offerings totaled $39,176.  The Company recorded net proceeds totaling $ 250,641.
 

 

Stock subscriptions executed under an earlier offering included a provision whereby ABCO agrees to pay a dividend (defined as interest) of from 6% to 12% of the total amount invested for a period of one year from receipt of the invested funds. This dividend (defined as interest) is allocated between the broker and the investor with amounts paid to the broker treated as a cost of the offering and netted against additional paid in capital and amounts paid to the investor treated as interest expense. Total amounts paid or accrued under this agreement and charged to additional paid-in capital for the years ended December 31, 2018 and 2017, amounted to $0 and $0, respectively. Total amounts paid under this agreement and charged to interest expense for the years ended December 31, 2018 and 2017, amounted to $0 and $0, respectively.  The accrued balance due on this obligation to shareholders totals $49,290 at March 31, 2019 and December 31, 2018.

 

ABCO has evaluated these agreements under ASC 480-10: Certain Financial Instruments with Characteristics of Both Liabilities and Equity and determined that the capital contributions made under these subscription agreement more closely resemble equity than liabilities as they can only be settled through the issuance of shares and although they have a stated cost associated with them which accrues in the same manner as interest, the cost is only incurred in the first twelve months after placement as is more closely associated with a cost of raising funds than interest expense.

On November 8, 2017, the Company entered into a Consulting Agreement (“CA”) with Eurasian Capital, LLC [“Consultant”] which was to provide institutional funding services and shareholder and third-party sponsorship services for a nine month term ending May 7, 2018. Consultant was to be paid a monthly retainer of $10,000 payable in ABCO restricted common stock based upon the 5 day average of the closing bid price commencing on the first day of each month during the effectiveness of the Consulting Agreement.  The CA was terminated by the Company on March 29, 2018 for non-performance by Consultant.  Consultant was issued 198,413 restricted shares for services in November 2017 which were delivered to Consultant in December 2017.  The shares for services rendered in December of 2017 [ 208,308 ] and for January 2018 [161,271] were issued in January 2018 but were not delivered until early April 2018 when a dispute with respect to the CA termination was resolved with   the execution of releases.  A dispute has arisen with respect to the number of shares due Consultant as a result of the CA termination. The parties resolved this matter by the delivery of an aggregate of 369,599 shares to Consultant in 2018 and the execution of releases.

The Company, effective as of September 1, 2018, entered into an Equity Purchase Agreement with Oasis Capital, LLC, a Puerto Rico limited liability company (“Investor”) pursuant to which Investor agreed to purchase up to $5,000,000 of the Company’s common stock at a price equal to 85% of the market price at the time of purchase (“Put Shares”). The Company agreed to file a new registration statement to register for resale the Put Shares. The Registration Statement must be effective with the SEC before Investor is obligated to purchase any Put Shares. In addition, the Company [i] issued to Investor a one year $150,000 note (“Commitment Note”) which is convertible at 57 ½ %  of the lowest trading price for the 15 day trading period ending on the last trading date prior to the Conversion Date per share as a commitment fee for its purchase of Put Shares and [ii] delivered to Investor a Registration Rights Agreement pursuant to which the Company agreed to register all Put Shares acquired under the Equity Purchase Agreement. No transaction occurred on this matter through March 31, 2019 and no derivative was calculated on the note because it was not yet mature. The Company issued 4,444,707 common shares to Oasis and the price of the shares was classified as a prepaid expense..  This note is not recorded as a liability on the balance sheet until Oasis provides services by purchasing shares under the Registration Statement. See Note 17 below on page 18 with respect to the filing on April 26, 2019 and the effectiveness on May 7, 2019, of a Form S-1 Registration Statement filed for the Put Shares.

 

The Company issued 1,350,000 restricted common shares to management for services with a fair market value of $27,000. during the Year Ended December 31, 2018. Of these awards, Charles O’Dowd received 45,000 shares and Wayne Marx received 50,000 shares.  The balance of 850,000 shares were awarded to consultants to the Company.

 

Note 17 – Subsequent Events

 

During the period from April 1, 2019 and the date of this report, the Company sold and will issue 30,000 restricted shares of common stock from Regulation S private placement offerings to non-US investors.  The gross proceeds were in the amount of $1,470, expenses of the offering totaled $727 and net proceeds to the Company amounted to $727.  The proceeds were used for working capital, corporate expenses, legal fees, prepaid expenses and public company expenses. 

 

On May 7, 2019, the Registration Statement filed by the Company on April 26, 2019 with respect to 250,000,000 Put Shares to be issued under the Equity Purchase Agreement with Oasis Capital, LLC, was declared effective by the SEC. See Note 14 on page hereof.  

  

 

Equity Awards

 

The following table sets forth information on outstanding option and stock awards held by the named executive officers of the Company at December 31, 2018, including the number of shares underlying both exercisable and un-exercisable portions of each stock option as well as the exercise price and the expiration date of each outstanding option. See Note 16 to Notes to Consolidated Financial Statements.

 

Outstanding Equity Awards After Fiscal Year-End (1)

 

Name

 

Number of securities

underlying unexercised

options exercisable (1)

 

 

Number of securities

underlying unexercised

options un-exercisable (2)

 

 

Option

Exercise

Price ($)

 

 

Option

Grant

Date

 

 

Option

Expiration

Date

 

Charles O’Dowd

 

 

500,000

 

 

 

0

 

 

$

.001

 

 

01/01/2017

 

 

01/01/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Wayne Marx

 

 

500,000

 

 

 

0

 

 

$

.001

 

 

01/012017

 

 

01/01/2021

 

 

(1)     No Equity Awards were issued during the year ended December 31, 2018.

(2)     All options vest 20% per year beginning on the first anniversary of their grant date.

 

An aggregate of 1,620,000 stock awards are outstanding under the Equity Incentive Plan as of December 31, 2018.

 

 

Item 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS – OVERVIEW

 

THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO THREE MONTHS ENDED MARCH 31, 2018.

 

Our discussion of operating results for the Three months ended March 31, 2019 and March 31, 2018 are presented below with major category details of revenue and expense including the components of operating expenses.

 

Sales consist of photovoltaic products, electrical services and LED lighting products and installation during both periods for the three months ended March 31, 2019 and for the three months ended March 31, 2018.

 

Sales for the three months ended March 31, 2019 were $654,010 as compared to $ 522,295 for the same three months in 2018.  This is an increase of 131,715 or 25% of the 2018 sales. The Solar sales revenue in 2019 and 2018 reflected seasonal and changing market conditions in the financing of solar installations and competition from the public utilities in the Arizona markets.  When the utilities in Arizona cancelled or substantially reduced net metering, all solar companies have struggled in the residential market. ABCO has begun its focus on commercial sales in 2017 and has been able to grow every period since that decision. ABCO has worked diligently to overcome the utility changes by focusing on commercial applications and the increased interest of business and government in the LED lighting contracts.

 

Cost of sales was$$10,224 or 63% of revenues in 2019 and $328,378 or 63% of revenues in 2018.  Gross margins were 37% of revenue in 2019 and 37% of revenue for the three months of 2018.  During 2019 and 2018 we have been offering new products and have found our entry market prices for steel parking structures have added gross margins higher than usual because we use outside contractors for the entire projects.  Our gross profit reflects this decision.  We feel that we have made progress in entering the parking shade markets and that our gross margins will stabilize as growth lowers these margins in the future.

 

Total selling, general and administrative expenses were $261,061 or 40% of revenues in 2019 and $159,936 or 31% of revenues for the same period in 2018.  Net (loss) income from operations for the three-month period ended March 31, 2019 was $(17,275) as compared to the net income of $33,981 for the same three-month period ended March 31, 2018.  Our operating expenses for this period were higher by $101,125 than the comparative period in 2018. The interest expense during the period ended March 31, 2019 was higher by $70,440 than in the period ended March 31, 2018 due mostly to the increase in working capital through new merchant loans and derivatives on convertible debt.  Derivative liabilities of convertible debentures increased by $4422646 during the current period as compared to the prior year. This combination of factors decreased the loss for the period ending March 31, 2019 to $(518,835)  as compared to $(6,827) on March 31, 2018, due almost entirely by the change in derivative income and expenses. 

 

As noted in previous paragraphs discussing market conditions, ABCO could not finish its backlog of work and expand into the markets of LED lights and commercial solar markets without maintaining staff, facilities and sales expenses.  When sales revenues fall, and expenses are not reduced in equal amounts or percentages, the result is an increase of the percentage of operating expenses to sales revenue.  Operating expenses for the two periods increased to accommodate our expansion of sales programs, but not in the same ratio as the increase in sales. ABCO chose to maintain a level of expenses that would not cripple the Company’s future.

 

 

STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

 

During the three months ended March 31, 2019 our net cash used by operating activities was $(125,474) and comparatively the net cash used by operating activities in the three months ended March 31, 2018 was $(37,584).  Net cash used by operating activities in the period ended March 31, 2019 consisted primarily of net losses from operations of $(518,835) for 2019 as compared to a loss of $6,827 for 2018.  Depreciation adjustments were of non-cash expenses were $2,655 and $1,614 for each period respectively. Derivative portion of convertible debt accounted for charges to income for future changes in value of the underlying stock in the amount of $(422,646) for the period ended March 31, 2019.  None of this expense will be realized if this debt is retired before maturity.  The Company experienced a decrease in accounts payable of $(99,299) and an increase of $55,399 for each period respectively.  This is primarily due to the Company’s ability apply cash receipts from investors and operations to pay past and current creditors during each period. Accounts receivable increased by $28,816, net of adjustments for contracts in process, during the period ended March 31, 2019 due to rapid increases in contracts at the end of the period.

 

Net cash used for investing activities for the periods ended March 31, 2019 and 2018 was $5,391 and $187 respectively due to receipt of principal on leases paid or terminated and equipment acquisitions.

 

Net cash provided by financing activities for the periods ended March 31, 2019 and 2018 was $85,344 and $65,809 respectively. Net cash provided by financing activities for 2019 and 2018 resulted primarily from the sale of common stock, loans from a financial institution and loans from a Director, Officer and affiliates. Cash provided by financing activities during the periods ended March 31, 2019 were primarily from the sale of common stock and loans from financial institutions. Any future conversions will increase the number of shares outstanding and the Stockholders Equity by the amount of the original investment. Management intends to retire some of these notes before maturity.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our primary liquidity and capital requirements have been for carrying cost of accounts receivable after completion of contracts.  The industry habitually requires the solar contractor to wait for the utility approval in order to be paid for the contracts. This process can easily exceed 90 days and sometimes requires the Company as the contractor to pay all or most of the cost of the project without assistance from suppliers. Our working capital at March 31, 2019 was $(733,566) and it was $(768,962) at December 31, 2018.  This increase of $35,396 was primarily due to losses from operations during the period ended March 31, 2019 and adjustments for possible future losses on derivative conversions.  Bank financing has not been available to the Company, but we have been able to increase our credit lines with our suppliers because of good credit.  There are no material covenants on our credit lines, normally due in 30 days, since they are standard in the industry and the balances vary on a daily basis. Most are personally guaranteed by the Officer of the Company.

 

The total borrowed from Directors, Affiliates and officers totaled $169,549 plus accrued interest of $78,547 as of March 31, 2019. There are no existing agreements or arrangement with any Director to provide additional funds to the Company.

 

During the three months period ended March 31, 2019 or the last fiscal year ended December 31, 2018 there were no transactions, or proposed transactions, which have materially affected or will materially affect the Company in which any director, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

 

PLAN OF OPERATIONS

 

Based on our current financial position, we cannot anticipate whether we will have sufficient working capital to sustain operations for the next year if we do not raise additional capital.  We will not, however, be able to reach our goals and projections for multistate expansion without a cash infusion.   We have been able to raise sufficient capital through the sale of our common shares and we have incurred substantial increases in debt from our trade creditors in the normal course of business.   Management will not expand the business until adequate working capital is provided.  Our ability to maintain sufficient liquidity is dependent on our ability to attain profitable operations or to raise additional capital. We have no anticipated timeline for obtaining neither additional financing nor the expansion of our business.  We will continue to keep our expenses as low as possible and keep our operations in line with available working capital as long as possible.  There is no guarantee that the Company will be able to obtain adequate capital from any sources, or at all.

 

 

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

 

Not Applicable to Smaller Reporting Companies.

 

Item 4.     Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures.

 

As of the end of the reporting period, March 31, 2019, we carried out an evaluation, under the supervision and with the participation of our management, including the Company’s Chairman and Chief Executive Officer/Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods specified by the SEC’s rules and forms. Based upon that evaluation, the Chairman/CEO and the Chief Financial Officer concluded that our disclosure controls and procedures are not currently effective in timely alerting them to material information relating to the Company required to be included in the Company’s period SEC filings. The Company is attempting to expand such controls and procedures, however, due to a limited number of resources the complete segregation of duties is not currently in place.

 

(b) Changes in Internal Control.

 

Subsequent to the date of such evaluation as described in subparagraph (a) above, there were no changes in our internal controls or other factors that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses.

 

(c) Limitations.

 

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. However, we believe that our disclosure controls and procedures are designed to provide reasonable assurance of achieving this objective. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

PART II-OTHER INFORMATION

Item 1.     Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, consolidated financial condition, or operating results.

 

Item 1A.  Risk Factors

 

Not Applicable.

 

Item 2.     Unregistered Sale of Equity Securities and Use of Proceeds

 

During the three months ended March 31, 2019 the Company sold 4,710,000 shares of restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $158,835.  Commission and expense reimbursements totaled $79,399 The Company recorded net proceeds totaling $79,545. Legal expenses for this offering and other offerings totaled $17,099 which reduces the net proceeds to the Company to $62,446.

  

Item 3.     Defaults upon Senior Securities

 

None

 

Item 4.     Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.     Other Information

 

Not Applicable.

 

 

Item 6.     Exhibits

 

Exhibit No.

Description of Exhibit

   

3(i)

Articles of Incorporation, as amended (1)

3(ii)

By-Laws (1)

10(a)

Share Exchange Agreement dated July 15, 2011 (1)

10(b)

8% of $40,000 Convertible Note dated March 16, 2016 (3)

10(c)

12% $25,000 Convertible Note dated March 23, 2016 (3)

10(d)

10% $55,000 Convertible Note dated April 1, 2016 (4)

10(e)

5% $42,000 Convertible Note dated April 5, 2016 (4)

10(f)

10% $40,000 Convertible Note dated May 3, 2016 (4)

10(g)

8% $30,000 Convertible Note dated May 6, 2016 (4)

21

Subsidiaries of Registrant (1)

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

31.2 Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

32.2

Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

101 INS

XBRL, Instance Document

101 SCH

XBRL Taxonomy Extension Schema Document

1010 CAL

XBRL Taxonomy Calculation Linkbase Document

101 DEF

XBRL Taxonomy Extension Definition Linkbase Document

101 LAB

XBRL Taxonomy Labels Linkbase Document

101 PRE

XBRL Taxonomy Labels Linkbase Document

   

(1)

Previously filed with the Company’s Form 10, SEC File No. 000-55235, filed on July 1, 2014, and incorporated herein by this reference as an exhibit to this Form 10-Q.

(2)

Attached.

(3)

Previously filed with the Company’s Form 10-K, File No. 000-55235, filed with the Commission on April 11, 2016 and incorporated herein by this reference.

(4)

Previously filed with the Company’s Form 10-Q, File No. 000-55235, filed with the Commission on May 20, 2016 and incorporated herein by this reference.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report or amendment thereto to be signed on its behalf by the undersigned thereunto duly authorized.

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

May 20, 2019

 

 

ABCO ENERGY, INC

 

 

 

 

 

/s/ Charles O’Dowd

 

 

Charles O’Dowd

 

Title: President &

 

Chief Executive Officer (CEO)

 

 

 

 

 

/s/ Charles O’Dowd

 

 

Charles O’Dowd

 

Chief Financial Officer (CFO)

 

Principal Accounting Officer (PAO)

 

 

 

25