ABCO Energy, Inc.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 and acquired all of the assets of ABCO.  ENYC changed its name to ABCO Energy, Inc. on October 31, 2011.  The Company is in the PhotovoltaicPhoto Voltaic (PV) solar systems industry and is an electrical product and services supplier.  

The Company prepared these financial statements according to the instructions for Form 10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles in the United States. However, the Company has recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first sixThree Months of 2017.2018. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2016.2017. The income statement for the Three Months ended March 31, 2018 cannot necessarily be used to project results for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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

Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since ABCO Energy has incurred losses for all periods except the current period, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation.  In addition, there are no common stock equivalents outstanding at the time of this report.

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

 

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.

 

 

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.

 

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. As a result, the Company incurred accumulated net losses from inception through the period ended June 30, 2017March 31, 2018 of $(3,881,915)$(4,546,990), which raises substantial doubt about the Company’s ability to continue as a going concern.

 

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, or amounts and classification of liabilities that might result from this uncertainty.

Inventory of construction supplies not yet charged to specific projects was $43,914$38,156 and $46,701$38,127 as of June 30, 2017March 31, 2018 and December 31, 2016,2017, respectively. 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.

 

Related partyOfficer loans are demand notes totaling $179,100$171,029 and $177,347,$187,826, respectively, as of June 30, 2017March 31, 2018 and December 31, 2016.2017.  These notes provide for interest at 12% per annum and are unsecured.  OtherNotes payable to the Officers, Directors and Related Parties resulted in interest charges of $5,060 and $5,447 for the periods ended March 31, 2018 and March 31, 2017, respectively. The other related party notes totaled $61,399 at June 30, 2017 for loansnote  from a person who is neither an officernon-officer or director.director  totaled $49,978  at March 31, 2018.

(1) On January 22, 2018 the Company borrowed $60,000 from Perfectly Green Corporation, a Texas corporation.  The note bears interest at 3% per annum and is payable upon demand after 60 days’ notice which cannot be given until after May 31, 2018.

(2) On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank.  The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $44,061.  On August 22, 2016, the Company ceased making payments on this loan and at June 30,December 31, 2017 the Company owed $80,632a settled negotiated amount of $69,854 in principal, accrued interest and accrued interest.settlement fees. This loan iswas personally guaranteed by an Officer of the Company.  On March 20, 2017, theThe Company has negotiated a payment and WebBank agreed to a monthly payment schedule with payment of $2,508 per month until June 20, 2017, paid biweekly. Nopayoff arrangements have been made for the final payment schedule on this loan beyond that date.  No default notice has been received by the Company on the loan as of June 30, 2017. Payments on this account have been made for the past few months but most of the sums have been applied to interest.debt. 

(2)(3) On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan.  As of June 30,December 31, 2017, the Company owed $32,760$26,484 in principal, accrued interest and accrued interest.settlement fees.  This loan is not personally guaranteed by an Officer of the Company.  On November 30, 2016, the Company and Quarterspot agreed to a monthly payment schedule with payment of $1,500 per month until January 31, 2017. On March 27, 2017, the Company agreed to begin payments of $3,010 per month for twelve months until paid in full.  No arrangementsArrangements have been made for the final payment schedule on this loan beyond that date.  No default notice has been received by the Companyloan.  The negotiated settlement on the loan as of June 30, 2017. Payments on this accountQuarterspot note was $8,650 plus fees.  This note and the fees have been made forpaid in full in the past few months but most of the sums have been applied to interest.period ended March 31, 2018.

LongThe Company had no long term debt as of June 30,December 31, 2017 and Decembernone as of March 31, 2016 consisted of the following:2018.

At March 31, 2018 and 2017 the Company had sold but unissued shares with equity valuationthat are reflected in the balance sheet and included in total shares outstanding.  Many shareholders have elected to wait for the issuance of $178,169 will berestricted shares until the holding period has expired. The following table shows the issued afterand unissued shares at the special meeting.end of the period.

The Board of Directors of the Company has approved a reverse stock split of its common stock, at a ratio of 1-for-10 (the “Reverse Stock Split”) in November of 2016..  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.  On the Effective Date, the Company’s trading symbol was changed to “ABCED” for a period of 20 business days, after which the “D” waswill be removed from the Company’s trading symbol, and it revertedwhich will revert to the original symbol of “ABCE”.  In connection with the Reverse Stock Split, the Company’s CUSIP number changedwill change to 00287V204.  On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder waswill be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10.  No fractional shares werewill be issued, and no cash or other consideration waswill be paid.  TheInstead, the Company issuedwill issue one whole share of the post-Reverse Stock Split Common Stock to all stockholdersany stockholder who otherwise would have received a fractional share because of the Reverse Stock Split.

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.  At a Special Meeting of Stockholders held on August 17, 2017, , Company shareholders authorized an amendment to the Articles of Incorporation to increase the authorized capital to 1,000,000,000 common shares and 100,000,000 preferred shares. The Amendment was filed with the Nevada Secretary of State on August 17, 2017.

Legal fees relating to financing activities, blue sky registrations with states and other fund raising expenses were charged to additional paid in capital inOn September 15, 2017, the amount $11,900 for the six months ended June 30, 2017 and $126,315 during the year ended December 31, 2016.

By Written Consent in lieu of a Meeting of Shareholders executed September 26, 2017, the holders of a majority of the voting power common stock and preferred stock of the Company adopted a further Amendment to the Articles of Incorporation increasing the authorized common stock from 1 Billion shares to financial consulting entities for services relating to fund raising activities.2 Billion shares The total issuanceCertificate of amendment was valued at $103,400 for fair market value as negotiated and that amount is charged to additional paid in capital. filed with the Nevada Secretary of State on September 28, 2017.

Effective June 30, 2016,On November 8, 2017, the Company entered into a Consulting Agreement (“CA”) with Joshua Tyrell (“Tyrell”)Eurasian Capital, LLC [“Consultant”] which providedwill provide institutional funding services and shareholder and third party sponsorship services for Tyrell to assist in various business development activities on behalf of the Company, including but not limited to realizing new business opportunities.  In consideration for rendering such services, Tyrell was issued 150,000 free trading shares of Company common stock.  The CA had a six month term expiringending May 7, 2018. Consultant shall 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 June 30, 2017.  On November 7, 2016 and on November 30, 2016, the first day of each month during the effectiveness of the Consulting Agreement.  The CA was amendedterminated by the Company on March 29, 2018  for non-performance by Consultant.  Consultant was issued 7,194,063 restricted shares for November and December 2017, of which 3,968,254 have been delivered to provideConsultant.  No shares for January through the payment of an additional 630,000 and an additional 500,000 free-trading shares, respectively to Tyrell for services rendered duetermination date were ever issued.  A dispute has arisen with respect to the huge trading volumenumber of the derivative conversions and to extend the termshares due Consultant as a result of the CA to twelve (12) months ending November 7, 2017.termination.  The consultant received a totalparties are currently involved in the mediation process  required by the terms of 1,430,000 sharesthe CA. No date has been set for the mediation hearing.

In accordance with the Statement of free tradingFinancial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments, Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and restricted common stockHedging Activities require that instruments with embedded derivative features be valued at $91,600.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, 2017 and March 31, 2018.

The Company hashad entered into Securities Purchase Agreement with Blackbridge Capital, LLC, a Delaware limited liability company [“SPA”], operating out of New York, New York (“Blackbridge”) on November 2, 2016 whereby Blackbridge has agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock.  The Company hashad 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 designated that a portion of the $100,000 Convertible Note was to be used to cover the expenses to be incurred for the preparation and filing of the Registration StatementRegistration statement and related matters (“Expenses Note”). The balance on the $100,000 Blackbridge note was $78,150 at March 31, 2018.

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 remains,was declared null and void by its express terms, in full force and effect notwithstandingagreement, effective March 1, 2017.

On January 11, 2017, the terminationCompany issued a twelve (12) month $45,000 convertible promissory note to Crown Bridge Partners, LLC, (“Crown”), which bears interest at the rate of 5% per annum on the principal sum of the SPAoutstanding (“Crown Note”).  The Company received net proceeds of $40,000 after deductions for expenses from the Crown Note which is convertible at any time after the six (6) month anniversary of the Note into shares of common stock as doesa conversion price equal to 52% of the lowest one (1) trade prices in the 20 trading days before the conversion date. During 2017 Crown converted $5,979 of their convertible debentures for 3,790,000 shares of common stock.  On February 2 and February 20, 2018 Crown converted $11,865 of their convertible debentures into 13,408,000 shares of common stock. The balance of the note was $26,613 as of March 31, 2018.

The Company determined that the conversion feature embedded within the Expenses Note.Note 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 at March 31, 2018 and December 31, 2017:

The company has net operating loss carryforwards as of June 30,March 31, 2018 totaling approximately $3,357,100.  Accrued derivative liabilities of $1,040,166 and stock-based compensation from 2017 totaling approximately $3,877,821.$81,400 are assumed to be non-tax events. A deferred 21% tax benefit of approximately $1,318,459$704,991 has been offset by a valuation allowance of the same amount as its realization is not assured.

 

During the period JulyApril 1, 20172018 through August 17, 2017May 11, 2018, the Company sold 20,803,57034,500,000 shares of restricted common stock for gross proceeds of $160,852$172,435 and net proceeds of $61,797. These shares will be issued  in the near future  as the authorized number of shares was increased to one billion  shares at the August 17, 2017 special  meeting. See Note 9 above relating to such increase. As discussed in Note 9,  the Company sold  an additional 33,143,250 restricted shares of common stock between January 1, 2017 and June 30, 2017.$74,716. 

 

Our discussion of operating results for the Three months ended June 30,March 31, 2018 and March 31, 2017 and June 30, 2016 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 June 30, 2017March 31, 2018 and for the three months ended June 30, 2016.March 31, 2017.

Sales for the three months ended June 30, 2017March 31, 2018 were $690,018$ 522,295 as compared to $135,333$ 212,806 for the same three months in 2016.2017.  This is an increase of $554,685309,489 or 410 % above146% of the 20162017 sales. The Solar sales revenue in 20172018 and 20162017 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 the rebate programs, the financing or leasing companies were able to reduce the financial requirements by accepting the rebates as partial payments were no longer able to make loans or lease that required no money down or longer terms for their finance products.  This severallyseverely reduced the opportunities for sales and reduced gross margins substantially.  Without available financing, the sales of solar products became even more difficult.  The prices of solar products were reduced in 20172018 and 20162017 to offset the reduction or elimination of rebates and the market has recovered from this time.  ABCO has worked diligently to overcome these changes by focusing on commercial applications and the increased interest of business and government in the LED lighting contracts.

Cost of sales was 42%63% of revenues in 20172018 and 85%89% of revenues in 2016.2017.  Gross margins were 58%37% of revenue in 20172018 and 15%11% of revenue for the three months of 2016.2017.  During 20172018 and 20162017 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 23%30% of revenues in 20172018 and 80%73% of revenues for the same period in 2016.2017.  Net income for the three-month period ended June 30, 2017March 31, 2018 was $197,848$46,943 as compared to the net loss of $(842,402)$(139,536) for the same three- monththree-month period ended June 30, 2016.March 31, 2017.  Our operating expenses for this period were lower as a percentage of revenue and lowerhigher by $27,299$4,660 than the comparative period in 2016.2017. The interest expense during the period ended June 30, 2017March 31, 2018 was lower by $1,168$7,715 than in the period ended June 30, 2016March 31, 2017 due mostly to the working capital provision of merchant loans and convertible debt.  Interest on derivative liabilities of convertible debentures decreased by $63,094$69,901 during the current period as compared to the prior year. This combination of factors increased the operating income for the period ending June 30, 2017March 31, 2018 by $1,040,250$132,709 as compared to June 30, 2016,March 31, 2017, due almost entirely by the change in derivative valuationincome and finance fees.  This change amounted to $443,435 for the three month period.  Since our year to date revenues are higher than the previous year, this resulted in lower operating expenses as a percentage of total revenue.

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 reduction in sales. ABCO chose to maintain a level of expenses that would not cripple the Company’s future.

We have been able to borrow $1,753$60,000 from one of our related partiesa non-affiliated party to increase working capital during the period end June 30, 2017 bringing theMarch 31, 2018. The total borrowed from Directors, Affiliates and officers and related parties to $179,100.totaled $171,029 plus accrued interest of $57,769 as of March 31, 2018. There are no existing agreements or arrangement with any Director to provide additional funds to the Company.

 

During the three months period ended June 30, 2017March 31, 2018 or the last fiscal year ended December 31, 20162017 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.

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.

Off Balance Sheet Arrangements:  There are no off balance sheet arrangements with any Directors, Officers or related parties.transactions.

 

 

Not Applicable to Smaller Reporting Companies.

 

 

As of the end of the reporting period, June 30, 2017,March 31, 2018, 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.

 

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.

 

 

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.

 

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.

 

 

Not Applicable.

 

 

During the six-monththree-month period ended June 30, 2017March 31, 2018 the Company sold an aggregate of 33,143,250but have not yet issued 25,316,667 shares of common stock and received or credited gross proceeds of $280,871. Expenses$122,764.  The expenses of offering totaled $162,855.$70,225.  The net proceeds of $118,016$52,539 were used for working capital, corporate expenses, legal fees and public company expenses. Of such  shares, 26,362,000 were not issued because of the lack of a sufficient  number of authorized shares. The Company’s Articles of Incorporation were amended on August 17, 2017 to  increase the authorized  shares  from 50,000,000 shares to 1,000,000,000 shares after the Company Shareholders  authorized such  Amendment  at a Special Meeting held on August 17, 2017. The unissued shares will be issued after the special meeting.

  

 

None

 

 

Not Applicable

 

 

Not Applicable