Nevada
|
20-1914514
|
|
(State or other jurisdiction of incorporation
or organization)
|
(IRS Employer Identification No.)
|
|
2100 North Wilmot
Tucson, Arizona
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85772
|
(520) 777-0511
|
(Address of principal executive office)
|
(Zip Code)
|
(Registrant’s telephone number,
including area code)
|
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Part I
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Page
|
|
Item 1.
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3
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Item 1A.
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7
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Item 1B.
|
7
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Item 2.
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7
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Item 3.
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7
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Item 4.
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7
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Part II
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||
Item 5.
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8
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Item 6.
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9
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Item 7.
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9
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Item 7A.
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11
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Item 8.
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11
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Item 9.
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26
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Item 9A.
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26
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Item 9B.
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26
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Part III
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||
Item 10.
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27
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Item 11.
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29
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Item 12.
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30
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Item 13.
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30
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Item 14.
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30
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Part IV
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||
Item 15.
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32
|
|
33
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|
·
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Alternative Energy Finance Corporation, (AEFC) a Wyoming Company provides funding for leases of photovoltaic systems.
|
|
·
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Alternative Energy Finance Corp. An Arizona “C” Corporation
|
|
·
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ABCO Solar, Inc. An Arizona C Corporation
|
|
·
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ABCO Thermal, Inc. and Arizona C Corporation
|
|
·
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ABCO Energy NY, Inc. a Ney York C Corporation
|
1.
|
The ability to make decisions and use management’s many years of business experience to make the right decisions.
|
|
2.
|
Experience with National expansion programs by management.
|
|
3.
|
Experience with management of employee operated facilities from a central management office.
|
|
4.
|
Experience with multi-media promotional program for name recognition and product awareness.
|
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5.
|
Alternative energy is a fast growing and popular industry that relates well to customers and current or future shareholders that recognize the market, products and business focus.
|
1.
|
Larger competitors have more capital.
|
|
2.
|
Larger companies have more experience in the market.
|
|
3.
|
Larger companies will get the larger contracts because of the level of experience.
|
|
4.
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We have the same products but must pay more because of volume. This will be a price consideration in bidding competition
|
|
5.
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We are a small company that may not be able to compete because we do not have experience or working capital adequate to compete with other companies.
|
|
·
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the last day of the fiscal year during which we have total annual gross revenues of $1 Billion dollars;
|
|
·
|
the last day of the fiscal year following the fifth anniversary of completion of this offering;
|
|
·
|
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and
|
|
·
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The date on which we are deemed to be “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will qualify as a “large accelerated filer” as of the first day of the first fiscal year after we have (i) more than $700 million in accelerated common equity held by our non-affiliated and (ii) been public for at least 12 months, the value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter.
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Page
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||
12
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||
14
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||
15
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||
16
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||
17
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||
18
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ASSETS
|
December 31, 2015
|
December 31, 2014
|
||||||
Current Assets
|
||||||||
Cash
|
$
|
40,035
|
$
|
25,104
|
||||
Accounts receivable on completed projects
|
39,100
|
164,706
|
||||||
Costs and estimated earnings in excess of billings on contracts in progress
|
252,339
|
-
|
||||||
Inventory
|
51,255
|
49,245
|
||||||
Total Current Assets
|
$
|
382,729
|
$
|
239,055
|
||||
Fixed Assets
|
||||||||
Vehicles, office furniture & equipment –
net of accumulated depreciation
|
42,511
|
57,800
|
||||||
Other Assets
|
||||||||
Investment in long term leases
|
12,689
|
13,293
|
||||||
Security deposits
|
4,945
|
7,235
|
||||||
Total Other Assets
|
17,634
|
20,528
|
||||||
Total Assets
|
$
|
442,874
|
$
|
317,383
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
410,623
|
$
|
352,653
|
||||
Current portion of long term debt
|
4,048
|
38,308
|
||||||
Notes payable – other
|
111,778
|
40,552
|
||||||
Notes payable – related parties
|
69,944
|
60,000
|
||||||
Total Current Liabilities
|
596,393
|
491,513
|
||||||
Long term debt, net of current portion
|
5,292
|
16,521
|
||||||
Total Liabilities
|
601,685
|
508,034
|
||||||
Stockholders’ Deficit:
|
||||||||
Common stock
, 500,000,000 shares authorized, $0.001 par value,
30,621,065 and 23,695,680 outstanding at December 31, 2015 and 2014,
respectively.
|
30,621
|
23,695
|
||||||
Additional paid-in capital
|
1,827,411
|
1,587,674
|
||||||
Accumulated deficit
|
(2,016,843
|
)
|
(1,802,020
|
)
|
||||
Total Stockholders’ Deficit
|
(
158,811
|
)
|
(190,651
|
)
|
||||
Total Liabilities and Stockholders’ Deficit
|
$
|
442,874
|
$
|
317,383
|
2015
|
2014
|
|||||||
Revenues
|
$
|
1,889,435
|
$
|
1,315,660
|
||||
Cost of Sales
|
1,311,084
|
1, 081,347
|
||||||
Gross Profit
|
578,351
|
234,313
|
||||||
Operating Expenses:
|
||||||||
Selling, General & Administrative
|
733,038
|
837,862
|
||||||
Loss from operations
|
(
154,687
|
) |
(603,549
|
)
|
||||
Other expenses
|
||||||||
Interest on notes payable
|
60,136
|
33,638
|
||||||
Loss before provision for income taxes
|
(
214,823
|
) |
(637,187
|
)
|
||||
Provision for income tax
|
-
|
-
|
||||||
Net loss
|
$
|
(
214,823
|
) |
$
|
(637,187
|
)
|
||
Net loss Per Share (Basic and Fully Diluted)
|
$
|
(0.01
|
)
|
$
|
(0.03
|
)
|
||
Weighted average number of common shares used in the calculation
|
27,348,675
|
20,267,052
|
Common Stock
|
Additional
|
Total
|
||||||||||||||||||
Shares
|
Amount
$0.001Par
|
Paid in
Capital
|
Accumulated
Deficit
|
Stockholders’
Deficit
|
||||||||||||||||
Balance at December 31, 2013
|
17,768,574
|
$
|
17,768
|
$
|
1,244,520
|
$
|
(1,164,833
|
)
|
$
|
97,455
|
||||||||||
Common shares issued under private placement offering net of expenses
|
5,927,106
|
5,927
|
371,154
|
-
|
377,081
|
|||||||||||||||
Legal & administrative expense- public offering
|
-
|
-
|
(28,000
|
)
|
-
|
(28,000
|
)
|
|||||||||||||
Net (loss) for the period
|
-
|
-
|
-
|
(637,187
|
)
|
(637,187
|
)
|
|||||||||||||
Balance at December 31, 2014
|
23,695,680
|
$
|
23,695
|
$
|
1,587,674
|
$
|
(1,802,020
|
) |
$
|
(190,651
|
) | |||||||||
Common shares issued under private placement offering - net of expenses
|
6,925,385
|
6,926
|
298,353
|
- |
305,279
|
|||||||||||||||
Legal & administrative expense- public offering
|
- | - |
(58,616
|
) | - |
(58,616
|
) | |||||||||||||
Net (loss) for the period
|
-
|
-
|
-
|
(
214,823
|
) |
(
214,823
|
) | |||||||||||||
Balance at December 31, 2015
|
30,621,065
|
$
|
30,621
|
$
|
1,827,411
|
$
|
(
2,016,843
|
) |
$
|
(
158,811
|
) |
2015
|
2014
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net loss
|
$
|
(214,823
|
)
|
$
|
(637,187
|
)
|
||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Depreciation
|
16,148
|
13,538
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
124,606
|
(83,288
|
)
|
|||||
Costs and estimated earnings in excess of billings on contracts in progress
|
(251,339
|
)
|
- | |||||
Inventory
|
(2,010
|
)
|
(10,870
|
)
|
||||
Other current assets
|
- |
(8,456
|
)
|
|||||
Accounts payable and accrued expenses
|
57,970
|
236,053
|
||||||
Net cash used in operating activities
|
(269,448
|
)
|
(490,210
|
)
|
||||
Cash Flows From Investing Activities:
|
||||||||
Purchase of vehicles, furniture & equipment
|
(859
|
)
|
(27,679
|
)
|
||||
Product and lease deposits
|
2,894
|
( 2,045
|
)
|
|||||
Net cash provided by (used for) investing activities
|
2,035
|
(29,724
|
)
|
|||||
Cash Flows From Financing Activities:
|
||||||||
Notes payable – other
|
71,226
|
40,552
|
||||||
Proceeds from long term debt
|
- |
54,829
|
||||||
Payments on long term debt
|
(45,489
|
) |
8,419
|
|||||
Proceeds of related party notes payable
|
9,944
|
- | ||||||
Proceeds from sale of common stock – net of expenses
|
246,663
|
349,081
|
||||||
Net cash provided by financing activities
|
282,344
|
452,881
|
||||||
Net increase (decrease) in cash
|
14,931
|
(67,053
|
)
|
|||||
Cash, beginning of period
|
25,104
|
92,157
|
||||||
Cash, end of period
|
$
|
40,035
|
$
|
25,104
|
Cash paid for interest
|
$
|
60,136
|
$
|
33,638
|
Sales Product and Services Description
|
2015
|
2014
|
||||||||||||||
Solar PV residential and commercial sales
|
$
|
1,827,361
|
97
|
%
|
$
|
1,160,296
|
88
|
%
|
||||||||
Solar thermal residential -commercial
|
0
|
0
|
%
|
11,112
|
1
|
%
|
||||||||||
ABCO LED & energy efficient lighting
|
59,964
|
3
|
%
|
143,783
|
11
|
%
|
||||||||||
Interest Income
|
2,110
|
0
|
%
|
469
|
0
|
%
|
||||||||||
Total revenue
|
$
|
1,889,435
|
100
|
%
|
$
|
1,315,660
|
100
|
%
|
Year Ending
December 31:
|
Amount
|
|||
2035
|
$ |
214,823
|
||
2034
|
$ | 635,517 | ||
2033
|
$ | 622,474 | ||
2032
|
$ | 164,119 | ||
2031
|
$ | 182,908 | ||
2030
|
$ |
130,897
|
Description
|
2015
|
2014
|
||||||
Completed contracts
|
$ | 39,100 | $ | 164,706 | ||||
Contracts in progress
|
- | - | ||||||
Total
|
$ | 39,100 | $ | 164,706 |
Description
|
2015
|
2014
|
||||||
Costs incurred on uncompleted contracts
|
$ | 1,519,570 | $ | - | ||||
Estimated earnings
|
290,037 | - | ||||||
1,809,607 | - | |||||||
Less billings to date
|
1,557,268 | - | ||||||
Total
|
$ | 252,339 | $ | - | ||||
Reflected in the balance sheet as:
|
||||||||
Costs and estimated earnings in excess of billings on contracts in process
|
$ | 252,339 | $ | - | ||||
Billings in excess of costs and estimated earnings on contracts in process
|
- | - | ||||||
Total
|
$ | 252,339 | $ | - |
Asset
|
December 31, 2015
|
December 31, 2014
|
||||||
Equipment
|
$
|
100,846
|
$
|
99,987
|
||||
Accumulated depreciation
|
58,335
|
42,187
|
||||||
Net Fixed Assets
|
$
|
42,511
|
$
|
57,800
|
Lender
|
Date of
Loan
|
Original
Loan
|
Purpose
|
Interest
Rate
|
Term
|
Current
Portion
|
Long Term
Portion
|
||||||||||||||||||
Ascentium Capital
|
09/01/14
|
$ | 14,975 |
Truck loan
|
9 | % |
36 Months
|
$ | 4,048 | $ | 5,292 |
Lender
|
Date of
Loan
|
Original
Loan
|
Purpose
|
Interest Rate
|
Term
|
Current
Portion
|
Long Term
Portion
|
||||||||||||||||||
Orchard St. Funding
|
11-25-15 | $ | 50,000 |
Credit Line
|
20 | % |
6 Months
|
$ | 45,240 | $ | 0 | ||||||||||||||
Ascentium Capital
|
08-27-14 | $ | 50,000 |
Credit Line
|
24 | % |
18 Months
|
6,705 | $ | 0 | |||||||||||||||
Private lender
|
Var 2015
|
$ |
59,833
|
Credit Line
|
12
|
% |
Demand
|
59,833
|
$ | 0 | |||||||||||||||
Total due at 12-31-15
|
$ |
111,778
|
Name
|
Number of securities underlying unexercised option exercisable
|
Option Exercise Price
|
Option Expiration Date
|
||||||||
Charles O’Dowd
|
5,000,000 | $ | 0.01 |
January 1, 2021
|
|||||||
All Officers and Directors as a Group | 5,000,000 | $ | 0.01 | January 1, 2021 |
(1)
|
No Stock Awards have been issued into the Equity Incentive Plan.
|
(2)
|
An aggregate of 200,000 Option Awards have been issued to 3 employees and one consultant of the Company at an exercise price of $0.01 per share expiring on 1/21/21.
|
Officer’s Name
|
Directors Name
|
Age
|
Officer’s Position
|
Appointment date
|
||||
Charles O’Dowd
|
Charles O’Dowd
|
67 |
CEO, President, Secretary
|
July 1, 2011
|
||||
Wayne Marx
|
Wayne Marx
|
66 |
VP, Director
|
July 1, 2011
|
1.
|
any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
2.
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
3.
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;
|
4.
|
being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
5.
|
being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
6.
|
being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Name of individual or identity of group
|
Year
|
Capacities in which remuneration was received
|
Aggregate remuneration all salary
|
Consulting and Other Compensation
|
Total Compensation
|
|||||||||||
Charles O’Dowd
|
2015
|
President
|
$
|
46,000
|
$
|
0
|
$
|
46,000
|
||||||||
Charles O’Dowd
|
2014
|
President
|
$
|
52,000
|
$
|
0
|
$
|
52,000
|
Name
|
Number of securities underlying unexercised option exercisable
|
Option Exercise Price
|
Option Expiration Date
|
||||||||
Charles O’Dowd
|
5,200,000 | $ | 0.01 |
January 1, 2021
|
|||||||
All Officers, Employees and Directors as a Group | 5,200,000 | $ | 0.01 | January 1, 2021 |
Name and Address of Owner(1)
|
Title of
Securities
|
Shares owned(2)
|
Percentage of class(3)
|
|||||||
Charles O’Dowd
|
Common
|
4,000,000
|
17
|
%
|
||||||
Wayne Marx
|
Common
|
1,000,000
|
4
|
%
|
||||||
All Officers, Directors
and 5% Shareholders - As a Group
|
Common
|
5,000,000
|
21
|
%
|
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% Convertible Note dated March 16, 2016(2) | |
10(c)
|
||
21
|
Subsidiaries of Registrant(1)
|
|
31.01
|
||
31.02
|
||
32.01
|
||
99 | 2016 Stock Option Plan(1) | |
101 INS
|
XBRL Instance Document
|
|
101 SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101 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 Presentation 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 10K.
|
(2)
|
Filed herewith.
|
ABCO ENERGY, INC.
|
||
Date:
April
11
, 2016
|
By:
/s/ CHARLES O’DOWD
|
|
Charles O’Dowd
|
||
Chief Executive Officer
|
||
Date:
April
11
, 2016
|
By: /s/ CHARLES O’DOWD
|
|
Charles O’Dowd
|
||
Chief Financial Officer
|
Date
|
Position
|
Name
|
||
April 11, 2016
|
Chief Executive Officer, Chief Financial Officer and Director
|
/s/ CHARLES O’DOWD
|
||
Charles O’Dowd
|
||||
April 11, 2016
|
Director
|
/s/ Wayne Marx
|
||
Wayne Marx
|
/s/ Yoel Goldfetter | /s/ JMJ Financial |
Signature | JMJ Financial |
Yoel Goldfetter | |
Name and Title | |
3/22/16 | |
Date |
ABCE |
Issuer: | Investor: |
/s/ Charles O'Dowd | /s/ JMJ Financial |
Charles O'Dowd | JMJ Financial |
ABCO Energy Inc. | Its Principal |
Chief Executive Officer | |
Date:
3/21/16
|
Date: 3/22/16 |
1.
|
Note Balance
. To clarify the computation of the Principal Sum due to the Investor under the Note, immediately following the Investor's payment of $25,000 of Consideration on the Effective Date of the Note, the Principal Sum shall be equal to $25,000 divided by $225,000 and multiplied by $250,000, for a Principal Sum of $27,777. A one-time Interest Charge of 12% shall be applied to the Principal Sum such that the outstanding Principal Sum and Interest on the initial $25,000 payment of Consideration shall be $31,111.
|
/s/ Charles O'Dowd | /s/ JMJ Financial |
Charles O'Dowd | JM J Fi nancial |
ABCO Energy, Inc. | Its Principal |
Chief Executive Officer |
1.
|
I have reviewed this annual report on Form 10-K of ABCO Energy, Inc.;
|
2.
|
Based on my knowledge, this report 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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1.
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I have reviewed this annual report on Form 10-K of ABCO Energy, Inc.;
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2.
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Based on my knowledge, this report 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 report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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By:
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/s/ CHARLES O’DOWD
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Date:
April 11, 2016
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Name:
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Charles O’Dowd
|
||
Title:
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Chief Executive Officer
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By:
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/s/ CHARLES O’DOWD
|
|||
Date:
April 11, 2016
|
Name:
|
Charles O’Dowd
|
||
Title:
|
Chief Financial Officer
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