As Filed with the Securities and Exchange Commission on Aug 19, 2019September 29, 2020



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 JUNE 30 30, 20192020

 

☐ 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

OTCQBOTCPINK

 

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 August 19, 2019,September 29, 2020, we had 63,392,6301,247,109,316 shares of common stock issued and outstanding. 

 

Table of Contents

 

TTAABLEBLE 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

2022

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

2325

 

 

Item 4. Controls and Procedures

2325

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

2426

 

 

Item 1A. Risk Factors

2426

 

 

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

2426

 

 

Item 3. Defaults upon Senior Securities

2426

 

 

Item 4. Mine Safety Disclosures

2426

 

 

Item 5. Other Information

2426

 

 

Item 6. Exhibits

2527

 

 

Signatures

2628

 

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1.     Financial Statements

ABCO ENERGY, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE SIX MONTHS ENDED

 

JUNE 30, 20192020

 

Consolidated Balance Sheets: As of June 30, 20192020 (Unaudited), and as of December 31, 20182019 (Audited)

4

 

 

Consolidated Statements of Operations: For the Three and Six Months Ended June 30, 20192020 and June 30, 2018the Three and for the Six months ended June 30, 2019 and June 30, 2018(Unaudited)(Unaudited)

5

 

 

Consolidated Statement of Shareholders Equity forEquity: For the Six Months Ended June 30, 20192020 and for the Year Ended December 31, 20182019 (Unaudited)

6

 

 

Consolidated Statements of Cash Flows: For the Six Months Ended June 30, 20192020 and June 30, 20182019 (Unaudited)

7

 

 

Notes to the Consolidated Financial Statements (Unaudited)

8

 

 

3

 

ABCO ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

June 30, 2019

Unaudited

 

December 31, 2018

Audited

 

 

June 30,

2020

Unaudited

  

December 31,

2019

Audited

 

Current Assets

 

 

 

 

 

 

 

 

        

Cash

 

$

55,625

 

$

67,707

 

 $137,681  $12,620 

Accounts receivable on completed projects

 

 

140,811

 

 

105,187

 

  146,537   30,408 

Costs and estimated earnings on contracts in progress

 

 

52,829

 

 

184,212

 

  (56,992

)

  243,693 

Inventory

 

 

61,997

 

 

53,950

 

Prepaid expenses and discounts on debt

 

 

32,445

 

 

 

 

  105,755   89,561 

Total Current Assets

 

$

343,707

 

$

411,056

 

 $332,981  $376,282 

Fixed Assets

 

 

 

 

 

 

 

 

        

Vehicles, office furniture & equipment – net of accumulated depreciation

 

 

32,172

 

 

36,538

 

  354,595   354,938 

Other Assets

 

 

 

 

 

 

 

 

        

Investment in long term leases

 

 

4,234

 

 

10,512

 

  4,004   4,136 

Security deposits

 

 

2,700

 

 

2,700

 

  2,700   5,200 

Total Other Assets

 

 

6,934

 

 

13,212

 

  6,704   9,336 

Total Assets

 

$

382,813

 

$

460,806

 

 $694,280  $740,556 

 

 

 

 

 

 

 

        

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

        

Current liabilities

 

 

 

 

 

 

 

 

        

Accounts payable and accrued expenses

 

$

376,558

 

$

549,611

 

 $696,451  $583,700 

Short term notes payable

  282,842   436,267 

Excess billing on contracts in progress

 

 

303,317

 

 

85,777

 

  173,089   76,052 

Convertible note payable, net

 

 

196,817

 

 

189,680

 

Derivative liability on convertible debentures

 

 

-

 

 

74,848

 

  52,549   97,974 

Notes payable – merchant loans

 

 

48,711

 

 

53,362

 

Note payable – non-affiliate

 

 

40,301

 

 

49,563

 

Notes payable – related parties

 

 

188,054

 

 

169,549

 

Notes payable from officers

  313,608   248,558 

Convertible debentures

  399,913   472,971 

Current portion of long term debt

 

 

7,582

 

 

7,628

 

  16,717   18,860 

Total Current Liabilities

 

 

1,161,340

 

 

1,180,018

 

  1,935,169   1,934,382 

 

 

 

 

 

 

 

        

Long term debt, net of current portion

 

 

15,066

 

 

18,670

 

  417,219   300,000 

Total Liabilities

 

 

1,176,406

 

 

1,198,688

 

  2,352,388   2,234,382 

 

 

 

 

 

 

 

        

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 June 30, 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 63,392,630 Issued and outstanding at June 30, 2019 and 32,756,289 outstanding at December 31, 2018, respectively.

 

 

63,393

 

 

31,886

 

Common shares sold not issued -0- at June 30, 2019 and 870,000 at December 31, 2018

 

 

0

 

 

870

 

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

issued and outstanding at June 30, 2020 and 30,000,000 at December 31, 2019.

  30,000   30,000 

Common stock 5,000,000,000 shares authorized, $0.001 value, and 1,039,535,127 issued and

outstanding at June 30, 2020 and 150,590,887 outstanding at December 31, 2019 respectively.

  1,039,535   150,591 

Common stock sold but not issued $0.001 par 5,000,000 shares

  5,000   - 

Additional paid-in capital

 

 

4,889,205

 

 

4,379,793

 

  4,200,320   4,887,091 

Accumulated deficit

 

 

(5,776,191

)

 

 

(5,180,431

 

  (6,932,963

)

  (6,561,508

)

Total Stockholders’ Deficit

 

 

(793,593

)

 

 

(737,882

)

  (1,658,108

)

  (1,493,826

)

Total Liabilities and Stockholders’ Deficit

 

$

382,813

 

$

460,806

 

 $694,280  $740,556 

 

See accompanying notes to the unaudited consolidated financial statements.

 

4

 

ABCO ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 20JUNE20 3AND 2010, 2019 AND 20189

(UNAUDITED)

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

For the Three Months Ended

  

For the Six Months Ended

 

 

JUNE 30, 2019

 

JUNE 30, 2018

 

JUNE 30, 2019

 

JUNE 30, 2018

 

 

JUNE 30, 2020

  

JUNE 30, 2019

  

JUNE 30, 2020

  

JUNE 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Revenues

 

$

459,616

 

$

558,726

 

$

1,113,626

 

$

1,081,021

 

 $207,239  $459,616  $522,031  $1,113,626 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Cost of Sales

 

 

268,662

 

 

417,882

 

 

678,886

 

 

746,260

 

  220,150   268,662   434,320   678,886 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Gross Profit

 

 

190,954

 

 

140,844

 

 

434,740

 

 

334,761

 

  (12,911

)

  190,954   87,711   434,740 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Payroll

 

 

133,272

 

 

73,023

 

 

213,589

 

 

143,710

 

  46,268   133,272   84,481   213,589 

Payroll taxes

 

 

14,652

 

 

35,671

 

 

34,188

 

 

37,076

 

  13,969   14,652   27,130   34,188 

Consulting

 

 

12,413

 

 

31,231

 

 

24,537

 

 

33,699

 

  499   12,413   20,009   24,537 

Corporate expense

  9,511       18,451     

Professional fees

 

 

44,315

 

 

46,765

 

 

75,432

 

 

52,945

 

  33,762   44,315   47,291   75,432 

Rent

 

 

9,194

 

 

9,833

 

 

17,775

 

 

18,945

 

  8,310   9,194   17,225   17,775 

Insurance

 

 

19,111

 

 

8,839

 

 

36,888

 

 

16,824

 

  13,448   19,111   19,810   36,888 

Other selling and administrative expenses

 

 

7,848

 

 

49,581

 

 

99,457

 

 

111,680

 

  179,464   7,848   231,013   99,457 

Total operating expense

 

 

240,805

 

 

254,943

 

 

501,866

 

 

414,879

 

  305,231   240,805   465,410   501,866 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Net income (Loss) from operations

 

 

(49,851

)

 

 

(114,099

)

 

 

(67,126

)

 

 

(80,118

)

  (318,142

)

  (49,851

)

  (377,699

)

  (67,126

)

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Interest on notes payable

 

 

(27,074

)

 

 

(28,272

)

 

 

(105,988

)

 

 

(36,746

)

  (13,602

)

  (27,074

)

  (16,682

)

  (105,988

)

Loss on note issuance derivatives

 

 

 

 

 

(36,230

)

 

 

 

 

 

(36,230

)

Change in Derivative Gain (Loss)

 

 

-

 

 

74,905

 

 

(177,934

)

 

 

63,793

 

  315,973       25,836   (177,934

)

Finance Fees – derivatives

 

 

 

 

 

(118,577

)

 

 

 

 

 

(125,384

)

Derivative amortization - interest expense

 

 

 

 

 

(38,953

)

 

 

 

 

 

(38,953

  (2,660

)

      (2,660

)

    

Gain (Loss) on extinguishment of debt

 

 

 

 

 

 

 

 

(244,712

)

 

 

39,355

 

  -   -   -   (244,712

)

Total other expenses

 

 

(27,074

)

 

 

(147,127

)

 

 

(528,634

)

 

 

(134,165

)

  299,711   (27,074

)

  6,494   (528,634

)

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Net income (Loss) before provision for income taxes

 

 

(76,925

)

 

 

(261,226

)

 

 

(595,760

)

 

 

(214,283

)

  (18,431

)

  (76,925

)

  (371,205

)

  (595,760

)

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Provision for income tax

 

 

-

 

 

-

 

 

-

 

 

-

 

  -   -   -   - 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Net income (loss)

 

$

(76,925

)

 

$

(261,226

)

 

$

(595,760

)

 

$

(214,283

)

 $(18,431

)

 $(76,925

)

 $(371,205

)

 $(595,760

)

 

 

 

 

 

 

 

 

 

 

 

 

 

                

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

 

$

(.00

)

 

$

(.01

)

 

$

(.01

)

 

$

(.01

)

 $(.00

)

 $(.01

)

 $(.01

)

 $(.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Weighted average number of common shares used in the calculation

 

 

47,817,667

 

 

27,852,317

 

 

48,074,460

 

 

25,961,483

 

  597,563,007   47,817,667   752,187,692   48,074,460 

 

See accompanying notes to the consolidated financial statements.

 

5

 

ABCO ENERGY, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY

FOR THE SIX MONTHS ENDED JUNE 30,, 2019 2020

AND FOR THE YEAR ENDED DECEMBER 31, 20182019

(UNAUDITED)

 

  

Shares

  

Par amount

  

Preferred stock

  

APIC

  

Acc. Deficit

  

Total stockholders' deficit

 
                         
                         

Balance as of December 31, 2017

  6,349,909   6,350   15,000   3,379,536   (4,540,163)  (1,139,277)
                         

Shares issued under Regulation S – net of expenses

  7,080,100   7,080       441,919       448,999 
                         

Net loss for period ended June 30, 2018

                  (214,283)  (214,283)
                         

Balance as of June 30, 2018

  13,430,009   13,430   15,000   3,821,455   (4,754,446)  (904,561)

  

Shares

  

Par amount

  

Preferred stock

  

APIC

  

Acc. Deficit

  

Total stockholders' deficit

 
                         

Balance as of December 31, 2018

  32,756,289   32,756   30,000   4,379,793   (5,180,431)  (737,882)
                         

Shares issued under Regulation S – Net of expenses

  4,740,000   4,740       43,493       48,233 
                         

Shares issued for CNP-Preferred series C

  20,451,633   20,452       28,228       48,680 
                         

Derivative liability converted

              405,591       405,591 
                         

Shares issued

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

Shares issued

  1,000,000   1,000       4,100       5,100 
                         

Net loss for period ended June 30, 2019

                  (595,760)  (595,760)
                         

Balance as of June 30, 2019

  63,392,630   63,393   30,000   4,889,205   (5,776,191)  (793,593)
  

Common Stock

                 
  

 

 

Shares

  

Amount

$0.001

Par

  

 

Preferred

Stock

  

Additional

Paid in

Capital

  

 

Accumulated

Deficit

  

Total

Stockholders’ 

Deficit

 

Balance at December 31, 2018

  32,756,288  $32,756  $30,000  $4,379,793  $(5,180,431

)

 $(737,882

)

Common shares issued under private placement offering - net of expenses

  4,740,000   4,740       75,516       80,256 

Common shares issued for conversion of convertible debenture notes - net of expenses

  113,094,599   113,095       30,132       143,227 

Reclass derivative liability from conversion

              401,650       401,650 

Net (loss) for the year

                  (1,381,327

)

  (1,381,327

)

Balance at December 31, 2019

  150,590,887  $150,591  $30,000  $4,887,091  $(6,561,508

)

 $(1,493,826

)

Common shares issued for conversion of convertible debenture notes - net of expenses

  888,944,240   888,944       (734,762

)

      154,182 

Shares to be issued for compensation

  5,000,000   5,000               5,000 

Expenses of capital stock issuances

              (8,000

)

      (8,000

)

Derivative changes to APIC

              55,991   (250)  55,741 

Rounding

                        

Net (loss) for the three months ended June 30, 2020

                  (371,205

)

  (371,205

)

Balance at June 30 2020

  1,044,535,127  $1,044,535  $30,000  $4,200,320  $(6,932,963

)

 $(1,658,108

)

 

See accompanying notes to the consolidated financial statements.

 

6

 

ABCO ENERGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 20, 201920 AND 20182019

(UNAUDITED)

 

 

June 30,

  

June 30,

  

June 30,

  

June 30,

 
 

2019

  

2018

  

2020

  

2019

 

Cash Flows from Operating Activities:

                

Net income (loss)

 $(595,760

)

 $(214,283

)

 $(371,205

)

 $(595,760

)

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

                

Depreciation

  5,290   8,120   11,740   5,290 

Shares issued for compensation

  14,500     

Inventory change

  (8,046

)

  (577

)

      (8,046

)

Change in amortizable debt discount

  28,706   38,953   (16,194

)

  28,706 

Gain on derivative conversion

      36,230 

Gain on derivative amortizable debt discount

  25,836     

Change in derivative liability

  177,934       (45,425

)

  177,934 

Gain or loss on extinguishment of debt

  244,712   (39,355

)

      244,712 

Change in convertible debentures

      (61,590)

Changes in Accounts receivable

  95,759   (461,328

)

  184,556   95,759 

Billings in excess of costs on incomplete projects

  217,540   448,246   97,037   217,540 

Accounts payable and accrued expenses

  (264,958

)

  (67,032)  112,751   (264,958

)

Net cash used in operating activities

  (98,823

)

  (312,616

)

  13,596   (98,823

)

                

Cash flows from investing activities

                

Equipment purchased

  (924

)

  (2,436)  (11,397

)

  (924

)

Change in security deposits

  2,500     

Proceeds from investments in long term leases

  6,278   245   132   6,278 

Net cash provided by (used for) investing activities

  5,354   (2,191)  (8,765

)

  5,354 
                

Cash Flows from Financing Activities:

                

Proceeds from sale of common stock – net of expenses

  53,335   282,110   164,445   53,335 

Proceeds of related party notes payable

  18,505   (11,439

)

Proceeds of affiliate loans

  65,050   18,505 

Proceeds from financial institution loans

      110,000   (98,956

)

    

Payments on long term debt

  (142,601

)

  (63,350

)

      (142,601

)

Payments on merchant notes

  (4,652

)

      (54,470

)

  (4,652

)

Payments on preferred stock Series C

  (141,000

)

    

Proceeds from convertible note payable

  193,300       (73,058

)

  52,300 

Proceeds from loans non-affiliate

  104,500       117,219   104,500 

Net cash provided by financing activities

  81,387   317,321   120,230   81,387 
                

Net increase (decrease) in cash

  (12,082

)

  2,514   125,061   (12,082

)

Cash, beginning of period

  67,707   5,046   12,620   67,707 

Cash, end of period

 $55,625  $7,560  $137,681  $55,625 

 

 

Supplemental disclosures of cash flow information:

Cash paid for interest

 $105,988  $15,281  $16,682  $105,988 

Income taxes paid or accrued

 $-  $-  $-  $- 

Share based compensation

 $14,500   - 

 

See accompanying notes to the consolidated financial statements.

 

7

 

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHSMONTHS ENDED JUNE 30,, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 20182019

(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”ABCO” or “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-101-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-201- 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, the LED and energy efficient commercial lighting business and is an electrical product and services supplier. In 2018 ABCO entered the HVAC business with the acquisition of a small company’s assets and qualifying license. The Company plans to build out a network of operations in major cities in the USA to establish a national base of PV, suppliers,HVAC, lightingsuppliers 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 the date of this report, ABCO Energy 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 are installed by our crews and 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.

8

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 electricalElectrical and ROC 323162 HVAC and we are fully licensed to offer commercial and residential electrical services, HVAC and solar. Solar Electric.

8

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

 

The ABCO subsidiary,has Three subsidiaries, ABCO Solar, Inc. an Arizona Corporation which provides solar and electric services and products, Alternative Energy Finance Corporation, (AEFC), a Wyoming companyCompany which provides funding for leases of photovoltaic systems, and HVAC systems.ABCO Air Conditioning Services, Inc., an Arizona Corporation which sells residential and commercial air conditioning equipment and services in Arizona. In addition, AEFC financed its owned leases from its own cashhas two subsidiaries, Alternative Energy Solar Fund, LLC, and now arranges financing with funds provided by other lessors.  Arizona limited liability company that was formed to invest in solar projects and Alternative Energy Finance Corporation, LLC, an Arizona limited liability company formed so AEFC could do business in Arizona.

 

Note 2 – Summary of significant accounting policies

 

Critical Accounting Policies and Use of Estimates

 

TheseOur discussion and analysis of our financial statements consist of the consolidated financial positionscondition 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.  Theseare based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, (GAAP) generally accepted in the United Statesor “GAAP.” The preparation of America.

GAAPthese financial statements requires the Companyus to make estimates and judgments that affect the reported amounts of assets. On an on-going basis, the Company evaluates its estimatesassets, liabilities, revenue 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, litigationexpenses. Intercompany transactions and warranties.  The Company bases itsbalances have been eliminated. We base our estimates on historical and anticipated results and trendsexperience and on various other assumptions that the Company believes arewe believe to be reasonable under the circumstances, including assumptions as to future events.

Significant estimates include but are not limited to the estimated useful livesresults 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 estimateswhich form the basis for making judgments about the carrying valuesvalue 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.these estimates under different assumptions or conditions. We have identified the following to be critical accounting policies whose application have a material impact on our reported results of operations, and which involve a higher degree of complexity, as they require us to make judgments and estimates about matters that are inherently uncertain.

 

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 EquipmentFixed Assets

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

 

June 30, 2019

  

June 30, 2018

  

June 30 , 2020

  

June 30 , 2019

 

Solar PV residential and commercial sales

 $1,086,010   98

%

 $910,284   84

%

 $392,441   75

%

 $1,086,010   98

%

Energy efficient lighting & other income

  27,168   2

%

  169,701   15

%

  129,251   25

%

  27,168   2

%

Interest Income

  448   -

%

  496   1

%

  339   -

%

  448   -

%

Total revenue

 $1,113,626   100

%

 $1,081,021   100

%

 $522,031   100

%

 $1,113,626   100

%

 

Revenue Recognition

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 feefree is fixed or determinable, and collection is considered probable.

 

9

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

 

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-progresson completed contracts

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 marketnet realizable value and has established a valuation reserve of 10% of the inventory at total cost to account for obsolescence. As of December 31, 2019, all inventory was written off. Inventory at June 30, 2020 was $-0- and June 30 , 2019 was $ 61,997.

 

Income Taxes

The Company has net operating loss carryforwards as of December 31, 20182019 totaling approximately $4,191,760.  Accrued$4,736,013 net of accrued derivative liabilities and stock-based compensation, which are assumed to be non-tax events. A deferred 21% tax benefit of approximately $880,270$994,562 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, 2017 and 20172018 are still open years and 20182019 will replace 20152016 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.

 

10

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

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.

10

Table of Contents

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. See note 13 for complete derivative and convertible debt disclosure.

 

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.

 

Effects of Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements and have determined the following have an affect on our financial statements:

Stock-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 505 and 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.

EffectsFor employees, the Company recognizes compensation expense for share-based awards based on the estimated fair value of Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements.award on the date of grant and the probable attainment of a specified performance condition or over a service period.

 

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, 2018.2019. 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.basis, 4) all options issued. All of the above are potential dilutive items.

 

11

Reclassification

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

 

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 $(595,760)$(371,205), the net cash flow used in operations was $98,823$13,596 and its accumulated net losses from inception through the period ended June 30, 20192020 is $5,776,191,$6,932,963, 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.

11

Table of Contents

 

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 June 30, 20192020 and 2018,2019, consists of the following:

 

Description

 

June 30, 2019

  

December 31, 2018

  

June 30, 2020

  

June 30, 2019

 

Accounts receivable on completed contracts

 $140,811  $105,187  $146,537  $140,811 

Costs and estimated earnings on contracts in progress

  52,829   184,212   (56,992

)

  52,829 

Total

 $193,640  $289,399  $89,545  $193,640 

 

Work in process consists of costs recordedCosts and revenue earnedEstimated Earnings on projects are recognized on the percentage of completion method for work performed on contracts in progress at June 30, 20192020 and 2018. June 30, 2019.

The companyCompany 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. AmountsLarger contracts are billed and recorded 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.

 

BillingsExcess billings on contracts in excess of costsprocess are recorded as liabilities and earnings were $303,317$173,089 at June 30, 20192020 and $85,777$76,052 at December 31, 2018.June 30, 2019.

 

Note 65 – Inventory

 

Inventory of construction supplies not yet charged to specific projects was $61,996$0.00 at June 30, 20192020, and $53,950$61,997 as of December 31, 2018.June 30, 2019. The Company values items of inventory at the lower of cost or marketnet realizable value and uses the first in first out method to charge costs to jobs. The Company has established a valuation reservewrote off all of 10% of the value ofits inventory after write downs for obsolescence.during 2019. 

 

Note 76 – 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 June 30, 20192020 and at December 31, 2018.2019. The Company also made a deposit in the amount of $2,500 on a business purchase that was abandoned and this deposit was refunded during 2020.

 

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 four months remaining on a one year lease with monthly rent of $2,770$2,741 which was renewed on November 1, 20182019 to a term of one year. ABCO has a forward commitment of $11,081.$10,964 for the next four months.

12

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

 

Note 87 – Alternative Energy Finance Corporation (AEFC)Investment in long term leases

 

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 $4,234$4,004 at June 30, 20192020 and $10,512$4,136 at December 31, 2018.2019 respectively. During the quarteryear ended MarchDecember 31, 2019 one of the leases owned by AEFC was paid in full asby the owner’s property was sold.

12

Tablecustomer and the Company recorded net proceeds of Contents
$6,376.

 

Note 98 – Property and equipmentFixed Assets

 

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

 

 

June 30,

  

December 31,

 

Asset

 

June 30, 2019

  

December 31, 2018

  

2019

  

2019

 

Land and Building

 $326,400  $326,400 

Equipment

 $120,267  $119,343   132,953   121,556 

Accumulated depreciation

  (88,095

)

  (82,805

)

  (104,758

)

  (93,018

)

Net Fixed Assets

 $32,172  $36,538 

Fixed Assets, net of accumulated depreciation

 $354,595  $354,938 

 

Depreciation expenses for the periodssix months ended June 30, 2020 and 2019 was $11740 and June 30, 2018 was $5,290 and $8,120 respectively.

 

On December 31, 2019 the Company purchased a building at 2505 N Alvernon consisting of 4,800 SF building and approximately ½ acre of land. The property was financed by a $25,000 loan from Green Capital (GCSG) and a mortgage from the seller for the $300,000 balance. The purchase price was $325,000 plus closing costs of $1,400.

Note 109 – Notes Payable from Officers and Related Party Transactions

 

Related party notes payable as of June 30,December 31, 2019 and December 31, 2018 consists of the following:

 

Description

 

June 30, 2019

  

December 31, 2018

  

June 30,

2020

  

December 31,

2019

 

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

 $60,000  $60,000  $60,000,  $60,000 

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

  61,052   61,052 

Note payable – Mr. O’Dowd 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.

  67,002   48,497   192,556   127,506 

Total

 $188,054  $169,549  $313,608  $248,558 

 

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 $32,450$39,633 accrued and unpaid at June 30, 2020 and $36,061 at December 31, 2019.

 

The second note has a current balance of $61,052 as of June 30, 2019. The note is an unsecured demand note and bears interest at 12% per annum. This note resulted in an interest charge of $23,694$31,001 accrued and unpaid at June 30, 2020 and $27,368 at December 31, 2019.

 

The third note is from a related party and has a current balance of $67,002$192,556 as of June 30,December 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 $22,663$39,399 accrued and unpaid at June 30, 2020 and $28,556 at December 31, 2019. 

The combined total funds due to Officers and related parties totaled $423,642 with principle and interest at June 30, 2020.

13

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

 

Note 1110 – Short Term Notes Payable

 

Description

 

June 30, 2019

  

December 31, 2018

  

June 30,

2020

  

December 31,

2019

 

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

 $40,301  $49,563 

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

  48,711   - 

Bill’d Exchange, LLC, an equipment capital lender, initial financing August 2, 2019, finances equipment for commercial contracted customers in varying amounts

 $140,896  $239,852 

Merchant loan – Knight Capital Funding, LLC

  38,694   61,747 

Merchant loan – Pearl lending

  51,750   65,664 

Merchant loan – Green Capital

  17,748   35,250 

Private money loan from Perfectly Green Corporation, borrowed January 22, 2018, bearing interest at 3% per annum, unsecured (3) demand note-Original balance $60,000, current balance

  33,754   33,754 

Total

 $89,012  $49,563  $282,842  $436,267 

 

(1) Bill’d Exchange, LLC, a customer equipment capital lender, made their initial financing on August 2, 2019. They finance equipment for commercial contracted customers in varying amounts. These loans bear interest at varying rates and are paid weekly for the amount of interest due on the account at each date. Each loan is secured by the accounts receivable from the customer and by personal guarantee of an affiliated officer of ABCO Solar, Inc.

On January 30, 2019 the Company borrowed $153,092 including principal and interest from Knight Capital Funding, LLC, and [“KCF”] bearing interest at 23% per annum, unsecured.  This loan was refinanced on August 10, 2019 and replaced with a new loan of $144,900 from KCF. The balance and accrued interest at December 31, 2019 was $61,747. On February 18, 2020 ABCO defaulted on this loan due to the reduction in business from Covid-19. As of the date of filing this report, no arrangements for resuming payments had been accomplished.

On December 6, 2019 the Company borrowed $52,174 from Pearl Delta Funding that contained a repayment in the amount of $72,000 in 160 payments of $450.  This unsecured note bears interest at the imputed rate of approximately 36% per annum. The unpaid balance of principle and interest at December 31, 2019 was $65,664. On February 18, 2020 ABCO defaulted on this loan due to the reduction in business from Covid-19. As of the date of filing this report, no arrangements for resuming payments had been accomplished.

On December 31, 2019 ABCO borrowed $25,000 from Green Capital Funding, LLC.  The proceeds from this loan were used to acquire the real estate purchased on the date of the loan.  This unsecured loan bears interest at approximately 36%   and has a repayment obligation in the amount of $35,250 in 76 payments. The unpaid balance of principle and interest at December 31, 2019 was $35,250. On June 30, 2020, ABCO defaulted on this loan due to the reduction in business from Covid-19. As of the date of filing this report, no arrangements for resuming payments had been accomplished however the Company has been paying $1,000 for per month for the three months ended June 30, 2020.

On January 22, 2018 the Company borrowed $60,000 from Perfectly Green Corporation, a Texas corporation.  The Company repaid $19,699 prior to$26,246 leaving a balance of $33,754 at June 30 , 2020 and December 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 January 30, 2019 the Company borrowed $153,092 including principal and interest from Knight Capital Funding, LLC, [“KCF”] bearing interest at 23% per annum, unsecured. The balance and accrued interest at June 30, 2019 was $48,711. This loan was paid in full on August 10,2019 and replaced with a new loan of $144,900 from KCF. See Note 14 below.

13
14

 

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.ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

 

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 asNote 11 – Convertible debentures -net 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.discounts

 

During the quarteryear ended MarchDecember 31, 2019, the Company redeemed from Redstart 68,000 shares and 73,000 shares, respectively,funded operations with borrowing on new convertible promissory notes. This table presents the positions on the notes as 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 June 30, 2019 was $-0- and it was $48,680 at December 31, 2018 all of which was converted into common shares during January 2019.2020.

 

Note 12 – Long term debt

Holder

 

Date issued

 

 

Interest rate

 

 

Amount due June 30, 2019

 

 

Amount due

December 31, 2018

 

Ascentium Capital

 

 

10-1-18

 

 

 

13

%

 

$

12,778

 

 

$

14,285

 

Fredrick Donze

 

 

9-2-18

 

 

 

6

%

 

 

5,180

 

 

 

6,283

 

Charles O’Dowd (officer)

 

 

8-9-18

 

 

 

6

%

 

 

4,690

 

 

 

5,731

 

Total long term debt

 

 

 

 

 

 

 

 

 

 

22,648

 

 

 

26,298

 

Less Current portion

 

 

 

 

 

 

 

 

 

 

7,582

 

 

 

7,628

 

     Total long-term debt

 

 

 

 

 

 

 

 

 

$

15,066

 

 

$

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.

 

Holder

 

Date

  of Loan  

 

 

Loan

amount

 

 

OID and

discounts

  and fees 

 

 

Interest

 rate

 

 

Balance

December 31, 2019 

 

 

Balance June 30, 2020

 

Power Up Lending Group Ltd

 

 

5-13-19

 

 

$

96,300

 

 

$

13,300

 

 

 

8

%

 

$

4,300

 

 

$

0

 

Power Up Lending Group Ltd

 

 

8-14-19

 

 

 

68,000

 

 

 

13,000

 

 

 

8

%

 

 

68,000

 

 

 

0

 

Power Up Lending Group Ltd

 

 

9-11-19

 

 

 

76,000

 

 

 

13,000

 

 

 

8

%

 

 

76,000

 

 

 

65,500

 

Crown Bridge Tranche 1

 

 

8-8-19

 

 

 

50,000

 

 

 

5,000

 

 

 

8

%

 

 

50,000

 

 

 

32,400

 

Oasis Capital

 

 

9-1-18

 

 

 

150,000

 

 

 

124,671

 

 

 

 

 

 

 

274,671

 

 

 

302,013

 

Totals and balances for 6-30-2020

 

 

 

 

 

$

442,300

 

 

$

164,471

 

 

 

 

 

 

$

472,971

 

 

$

399,913

 

 

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 BinomialBlack Scholes model was used to value the derivative liability for the fiscal year ending December 31, 2019 and December 31, 2018.

14

Table of Contents

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 June 30, 2019 and December 31, 2018.

Holder

 

Date

of Loan

  

Loan

amount

  

OID and

discounts

and fees

  

Interest

rate

  

Maturity Dates

  

Balance

June 30,

2019

 

Power Up Lending Group Ltd

  2-16-19  $68,000  $13,000   8

%

  8-16-19   68,000 

Power Up Lending Group Ltd

  3-18-19   68,000   13,300   8

%

  9-18-19   68,000 

Power Up Lending Group Ltd -

  5-13-19   83,000   13,300   8

%

  8-13-20   83,000 
                       219,000 

Less non-amortized discounts

                      22,182 

Totals and balances for 6-30-19

     $219,000  $39,300          $196,818 

The initial valuation of the derivative liability on the convertednon-converted common shares totaled $-0- at June 30, 2019 and $74,848, net of discount,$207,081 at December 31, 2018 as calculated by consultants for the Company when all notes were issued, but before any conversions.2019. This value includes the fair value of the shares that may be issued according to the contracts of the holders and valued according to our common share price at the time of acquisition. 

 

The Company issued to Power Up Lending Group, Inc. a $96,300 Convertible Promissory Note 14 – Convertible Debtdated May 13, 2019 which contains an original issue discount of $10,000 (OID) and Derivative Liabilities on Other Notesexpenses of $3,300 [“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. There is no trigger of derivative liability from conversion features until six months after initial borrowing date.  Without the OID, the effective discount would have been 35%. The net proceeds from this Note were used for working capital. $92,000 of this note was converted in 2019 and 2020. The balance of $4,300 was converted during the six months ended June 30, 2020.

 

The Company issued to Power Up Lending Group, Inc. [“Power Up”], a $68,000 Convertible Promissory Note dated August 14, 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 19% upon conversion. There is no trigger of derivative liability from conversion features until six months after initial borrowing date.  Without the OID, the effective discount rate would be 35% as set forth in the Note. The net proceeds from the Note, was used for working capital. $68,000 of this note was converted during the six months ended June 30, 2020.

The Company issued to Power Up Lending Group, Inc. [“Power Up”], a $76,000 Convertible Promissory Note dated September 11, 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 19 % upon conversion. There is no trigger of derivative liability from conversion features until six months after initial borrowing date.  Without the OID, the effective discount rate would be 35% as set forth in the Note. The net proceeds from the Note, was used for working capital. $10,500 of this note was converted during the six months ended June 30, 2020.

15

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

On August 8, 2019 the Company issued to Crown Bridge Partners, LLC a Convertible Promissory Note which contains an original issue discount of $15,000 and expenses of $6,000 [“Note”].  ABCO has borrowed the first tranche of $50,000 and paid the expenses of $5,000 of this agreement. The note is divided into 3 tranches with the 1st being executed on August 8, 2019 and the remaining 2 tranches to be issued at Company’s discretion. The note is convertible into Company common stock beginning six months after the date of the effective date of each tranche with a stated discount rate of 36%. There is no trigger of derivative liability from conversion features until six months after initial borrowing date. At the time of the Buyer’s funding of each tranche under the Note, the Company shall issue to Buyer as a commitment fee, a common stock purchase warrant to purchase an amount of shares of its common stock equal to 150% of the face value of each respective tranche divided by $0.05 (for illustrative purposes, the First Tranche face value is equal to $50,000, which resulted in the issuance of a warrant to purchase 1,500,000 shares of the Company’s common stock) pursuant to the terms provided therein (all warrants issuable hereunder, including now and in the future, shall be referred to, in the aggregate, as the “Warrant”) (all warrants issuable hereunder shall be in the same form as the Warrant issued in connection with the First Tranche). The net proceeds from this Note were used for working capital. A conversion feature is associated with this note and prorated from August 8, 2019 to September 30, 2019 in the amount of $4,314. The derivative liability calculation on this note due to its immediate convertibility resulted in a charge to income of $57,075 and a liability in the amount of $71,764. Management does not intend to exercise the last two options to borrow on this note. $17,600 of this note was converted during the three months ended June 30, 2020.

 As of February 16, 2019, the Company issued to Power Up, a $55,000.00 of shares of the Series C Preferred Stock agreement (Note) net of an original issue discount of $10,000.00 (OID) and expenses of $3,000.00 [“Note”]. The Note was convertible into Company common stock beginning six months after the Effective Date with an effective discount rate of approximately 20%. The OID on this issue that is paid out of proceeds allows a lower purchase price if the Company purchases this liability. The Company redeemed this note for $106,145 before Power up converted it to common stock, so no dilution took place.

As of March 19, 2019, the Company issued to Power Up, a $55,000.00 of shares of the Series C Preferred Stock agreement net of 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 Effective Date with an effective discount rate of approximately 20%. The OID on this issue that is paid out of proceeds allows a lower purchase price if the Company purchases this liability.

As of September 1, 2018 the Company 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 $150,000 note (“Commitment Note”) which is convertible at 57 ½ %a fixed price of the lowest trading price for the 15 day trading period ending on the last trading date prior to the Conversion Date$.01 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 MarchDuring 2019, Investor converted $19,405 of principal of the Note and received 22,392,161 shares of common stock. At December 31, 2019, and no derivativethe Note balance was calculated on the$130,595. Due to change in accounting treatment this note because it was not yet mature. The Company issued 4,444,708 common shares to Oasis and the price of the shares was classifiedbooked as a prepaid expense.expense with add-on penalties for a total of $144,076 and a liability of $274,671.  The difference is charged to expenses for penalties, derivatives and derivative interest in the amount of $144,076. The entire balance of the prepaid amount has been expensed in the amount of $274,671 in 2019. The liability for this note was not recorded in 2018 because the note had not yet matured. During the six months ended June 30, 2020 Oasis converted $44,962 into shares. The balance on the original note including interest and penalties was $88,785 at June 30, 2020.

As of January 21, 2020 (“Effective Date”), the Company issued to Oasis a $208,000 Promissory Note, net of a prorated original issue discount of $16,000 (“Note”). The Company received $34,000 (“First Tranche”) and the Second in the amount of $25,000 was received in the 1st quarter. The Third Tranches under this Note were due in February and March 2020, respectively. In addition, the note caries an $8,000 credit for Oasis acquired 1,000,000transactional expenses. There have been no additional loans from the transaction since tranche one and two totaling $59,000. Each Tranche matures nine months from the effective date of each such payment. The Company also agreed to issue to Oasis 5,000,000 shares of common stock as an incentive/commitment fee in connection with the transactions. The Company valued these shares at $14,500 and paid ABCO $5,100 in May of 2019 under the Registration Statement referred to in the next sentence. This note is not recorded as a liabilitythey are listed on the balance sheet until Oasis provides services by purchasing shares under the Registration Statement. See Note 17 below on page 18 with respectcation Common Shares 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.

be issued. 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 agreedwas required to purchase up to $5,000,000 worth of shares ofuse the Company’s common stock.  The Company has agreed to file a Registration Statement to register such shares for sale to Blackbridge.  In addition,proceeds received from 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 coverretire currently outstanding convertible debt from two lenders which have not yet matured for conversion. The Note becomes convertible into common stock six months after the expensesEffective Date at a 35% discount to be incurred for the preparationmarket. The cash value of this note at June 30, 2020 was recorded at $72,303 including principal, fees 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.interest.

 

15
16

 

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.ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

 

Effective as of January 31, 2019, Company acquired through redemption from Redstart Holdings Corp, [“RHC”] 68,000 sharesThe combination of the Series C Preferred Stock [“Redeemed Preferred Shares”] owned by RHC. The redemption price fortwo notes at June 30 2020 have a recorded balance of $302,013. Oasis and the Redeemed Preferred Shares was $101,810.55 which was financed through a cash advance transaction of future receivables.Company have agreed to negotiate this commitment after the Company is current on its filings.

 

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 August 8, 2019 the Company entered into a Future Receivable Sale Agreement with Knight Capital Funding in the amount of $105,000 in order to fund a redemption of the Redstart Series C Preferred Stock. The agreement calls for 176 daily payments of $823.30 to retire this note in the amount of $144,900 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.Note 12 – Fair Value Measurements

 

The Company issued to Power Up Lending Group, Inc. [“Power Up”]complies with the provisions of FASB ASC No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a $68,000 Convertible Promissory Note dated February 16, 2019 [“Note”] which containsframework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements. FASB ASC No. 820-10-35, Fair Value Measurements and Disclosures- Subsequent Measurement (“ASC 820-10-35”), clarifies that fair value is 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 afterexit price, representing the date of the Note with an effective discount rate of approximately 20 % upon conversion. Without the OID, the effective discount rateamount that would be 35%received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10-35-3 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as set fortha pricing model) and/or the risks inherent in the Note. The net proceeds frominputs to 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.model.

  

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 issued to Power Up Lending Group, Inc. a $83,000 Convertible Promissory Note dated May 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 scheduletable shows the change in the fair value of the derivative liabilities on all outstanding convertible debt at June 30, 201930,2020 and at December 31, 2018:30,2019:

 

Description

 

June 30, 2019

  

December 31, 2018

  

June 30,

 2020

  

December 31,

 2019

 

Purchase price of the convertible debenture -net of discount

 $74,848  $78,000 

Purchase price of the convertible debenture - net of discount

 $442,300  $442,300 

Valuation reduction during the period

  (74,848

)

  3,152   (389,751

)

  (344,326

)

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

 $-  $74,848  $52,549  $97,974 
                

Derivative calculations and presentations on the Statement of Operations

                
        

Loss on note issuance

 $-  $(36,230

)

     $- 

Change in Derivative (Gain) Loss

  (177,934

)

  61,251   25,836   (48,453

)

Derivative Finance fees

  -   (33,018

)

  (2,660

)

  (318,972

)

Gain (loss) on extinguishment of debt

  (244,712

)

  (410,157

)

      (244,712

)

Derivative valuation and expense charged to operations in 2019 (See Consolidated Statement of Operations)

 $(422,646

)

 $(418,154

)

Derivative expense charged to operations in 2020 and 2019 (See Consolidated Statement of Operations)

 $23,176  $( 612,137)

Note 13 – Long term debt

 

Holder

 

 Date issued

  

 Interest rate

  

Amount due

June 30,

2020

Check out numbers

  

Amount due

December 31,

2019

 

Real Estate Note Allen-Neisen Family trust – Et. Al.

  12-31-19   5

%

 $294,857  $300,000 

US Treasury EIDL payroll loan (Forgivable

  5-04-20   1

%

  124,099   - 

Ascentium Capital

  10-1-18   13

%

  8,781   11,192 

Fredrick Donze

  9-2-18   6

%

  2,873   4,043 

Charles O’Dowd (officer)

  8-9-18   6

%

  3,326   3,625 

Total long term debt

          433,936   318,860 

Less Current portion

          16,717   18,860 

 Total long-term debt

         $417,219  $300,000 

 

16
17

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

On December 31, 2019 ABCO completed negotiations, financial arrangements and closed on the purchase of a 4,800 square foot office and warehouse building located on one/half acre of paved land on one of Tucson’s busiest streets. This property will be more than adequate to house both the Solar business (Now 3600 SF and the HVAC business (now 2000 SF) including our previously announced acquisition of a Tucson HVAC service and equipment supplier. The land and outbuildings will accommodate all of our equipment. The property acquisition was priced at $325,000 the company paid $25,000 down payment and the seller financed $300,000 over a twenty-year mortgage based on a twenty year amortization and a 5% interest rate with a balloon payment at the end of five (5) years. The monthly payment is $1,980.

On May 3, 2020, Company entered into a promissory note evidencing an unsecured loan in the amount of $124,099.00 made to the Company under the Paycheck Protection Program (the “Loan”).  The Paycheck Protection Program (or “PPP”) was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and is administered by the U.S. Small Business Administration.  The Loan to the Company is being made through Bank of America, N.A., a national banking association (the “Lender”). The interest rate on the Loan will not exceed 1.00%.  The promissory note evidencing the Loan contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or Lender, or breaching the terms of the Loan documents.  The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the PPP.  Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities.  No assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part.  If the SBA does not confirm forgiveness of the Loan or only partly confirms forgiveness of the Loan, including principal and interest (“Loan Balance”); then, in either such case, the Lender will establish the terms of repayment of the Loan Balance via a separate letter to the Company, containing the amount of each monthly payment, the interest rate, etc.

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 and the license for period of five or more years. The truck and equipment were financed by Ascentium Capital. The payments on the Ascentium capital note are $435 and the payments on the Donze note are $212 each per month

 

The Company measuredpurchased an automobile from its then President, Charles O’Dowd, with a promissory note in the amount of $6,575 dated August 9, 2018 and utilized quoted prices in active marketsbears interest at 6% per annum for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (level 3) in applying valuation technology to derivative values forthe three-year payment plan. Mr. O’Dowd is no longer an officer or employee of the Company. The principle payments during 2019 totaled $2,107. The balance at June 30, 2019 and 2018 and throughout the year.2020 was $3,326.

 

Note 1514 – Stockholder’s EquityDeficit

 

Common Stock

 

During the six monthsyear ended June 30,December 31, 2019 the Company sold 4,740,000 shares of restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $160,305. Commission and expense reimbursements totaled $79,927.$80,049. The Company recorded net proceeds totaling $80,317.

Legal and other professional fees charged to additional paid in capital totaled $29,000 for the six months ended June 30, 2019.

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 $581,859.  Commission and expense reimbursements totaled $292,042.  The Company recorded net proceeds totaling $ 289,817.

Legal and other professional fees charged to additional paid in capital totaled $39,176 for the six months ended December 31, 2018.$80,256.

 

In addition, debenture holders converted debt into 16,767,650113,094,599 shares which were issued upon conversion of $256,742$143,227 of the notes referred to in Note 1310 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. Of these awards, Charles O’Dowd received 450,000 shares and Wayne Marx received 50,000 shares. The balance of 850,000 shares was awarded to consultants to the Company. In October 2019, 1,000,000 shares each were issued to Mikael Mildebrandt and Adrian Balinski in connection with their becoming officers and directors of the Company.

18

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

During the three months ended June 30, 2020 the following shares were converted from debt.

Capital Company

 

Shares converted

  

Dollars converted

 

Crown Bridge Partners

  150,400,000  $7,052 

Power Up

  295,583,333   38,100 

Oasis Capital

  138,711,538   8,909 

Total

  584,694,871  $54,061 

 

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, 20182019 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 six months ended June 30, 2019 the Company sold 4,740,000 shares of restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $160,305.  Commission and expense reimbursements totaled $79,927. The Company recorded net proceeds totaling $80,317.

Legal and other professional fees charged to additional paid in capital totaled $29,000 for the six months ended June 30, 2019.

17

Table of Contents

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 $581,859.  Commission and expense reimbursements totaled $292,042.  The Company recorded net proceeds totaling $ 289,817.

Legal and other professional fees charged to additional paid in capital totaled $39,176 for the six months ended December 31, 2018.

 

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, 20182019 and 2017,2018, amounted to $0 and $0, respectively. Total amounts paid under this agreement and charged to interest expense for the years ended December 31, 20182019 and 2017,2018, amounted to $0 and $0, respectively. The accrued balance due on this obligation to shareholders totals $49,290 at June 30,December 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.

18
19

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

Note 15 – Equity Awards

The following table sets forth information on outstanding option and stock awards held by the named executive officers of the Company at June 30, 2020 and December 31, 2019, 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 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

 

(3) 

 

 

0

 

 

$

.001

 

 

01/01/2017

 

 

01/01/2021

Wayne Marx

 

 

500,000

 

 

 

 

0

 

 

$

.001

 

 

01/01/2017

 

 

01/01/2021

Mikael Mildebrandt

 

 

1,000,000

 

(4) 

 

 

8

 

 

$

.001

 

 

11/01/2019

 

 

11/01/2013

Adrian Balinski

 

 

1,000,000

 

(4) 

 

 

8

 

 

$

.001

 

 

11/01/2019

 

 

11/01/2023

(1)

No Equity Awards were issued during the year ended December 31, 2019 or during the six months ended June 30, 2020.

(2)

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

(3)

This option was terminated when Mr. O’Dowd resigned from the Company in October 2019.

(4)

Messrs. Mildebrandt and Balinski were each awarded 1,000,000 shares of restricted common stock as of October 31, 2019, for being officers and directors of the Company.

(5)

Messers. Mildebrandt and Balinski have resigned as officers and directors.

An aggregate of 2,120,000 stock awards are outstanding under the Equity Incentive Plan as of December 31, 2019.  The 620,000 of the options are issued to a consultant of the Company.

 

Note 1716 – Subsequent Events

 

EffectiveOn September 21, 2020, Oasis Capital, LLC, converted $15,493.25 of principal of the August 8, 20196, 2018 convertible note [“Note”] and received 109,724,630 shares. The remaining Note balance was $62,956.44after this conversion. The Company did not receive any proceeds from this conversion.

On July 21, 2020 the Company entered into a Future Receivable Sale Agreement with Knight Capital Fundingreceived an SBA loan from Bank of America in the amount of $105,000 in order to fund a redemption$150,000 that is guaranteed by the US Treasury Department. Installment payments, including principal and interest, of $731.00 Monthly, will begin Twelve (12) months from the date of the Redstart Series C Preferred Stock.promissory Note. The agreement calls for 176 daily paymentsbalance of $823.30principal and interest will be payable Thirty (30) years from the date of the promissory Note. Interest will accrue at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date(s) of each advance. Each payment will be applied first to retire this noteinterest accrued to the date of receipt of each payment, and the balance, if any, will be applied to principal.  For loan amounts of greater than $25,000, Borrower hereby grants to SBA, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described herein to secure payment and performance of all debts, liabilities and obligations of Borrower to SBA hereunder without limitation, including but not limited to all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower now owns or shall acquire or create immediately upon the acquisition or creation thereof: all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software and (k) as-extracted collateral as such terms may from time to time be defined in the amount of $144,900 representing principalUniform Commercial Code. The security interest Borrower grants includes all accessions, attachments, accessories, parts, supplies and discount of collection of future receivables. The Company’s decision to redeemreplacements for the Preferred shares was primarily to prevent the conversion of this note from diluting the common shares in 2019.

Equity Awards

The following table sets forth information on outstanding optionCollateral, all products, proceeds and stock awards held by the named executive officers of the Company at December 31, 2018, including the number of shares underlying both exercisablecollections thereof and un-exercisable portions of each stock option as well as the exercise priceall records 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.data relating thereto.

 

19
20

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

AND THE YEAR ENDED DECEMBER 31, 2019

On May 29, 2020, Power Up notified the Company that it was in default under the terms of its Convertible Promissory Note dated September 11, 2019 for failure to file this Form 10K on a timely basis and thereby becoming a non-reporting company under the 1934 Exchange Act. Demand for immediate payment of $98,250 plus accrued interest and accrued default interest was also made. The Company is currently considering its options as to how to respond/proceed with respect thereto.

21

 

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

 

RESULTS OF OPERATIONS – OVERVIEW

 

FOR THE THREE MONTHS ENDED JUNE 30, 2019 COMPARED 2020TO THE THREE MONTHS ENDED JUNE 30, 2018.2018

 

Our discussion of operating results for the Threethree months ended June 30, 20192020 and June 30, 20182019 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, 20182020 and for the three months ended June 30, 2018.June30, 2019.

 

Sales for the three months ended June 30, 20182019 were $459,616$207,239 as compared to $558,726$459.616 for the same three months in 2018.2019.  This is a decrease of $99,110$252,377 or 18%55% of the 20182019 sales. The Solar sales revenue in 2020 and 2019 reflected the Covid 19 Pandemic effects on the Company and 2018 reflected seasonal and changing market conditions in the financing of solar installations.installations and competition from the public utilities in the Arizona markets and the effects of the COVID 19 Pandemic.  When the utilities in Arizona cancelled or substantially reduced net metering, all solar companies have struggled in the residential market. ABCO has increased their efforts to sell into the commercial markets and increasedbegun 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 financial requirementsutility changes by focusing on commercial applications and the increased interest of nonprofit organization’s financing requirements during the 2019 period. The results of these changesbusiness and efforts have begun to materialize and are showngovernment in the results of operations.LED lighting contracts.

 

Cost of sales was $220,150 or 106% of revenues in 2020 and $410,224 or 58% of revenues in 2019 and 75% of revenues in 2018.2019.  Gross margins were 42%(9%) of revenue in 20182020 and 75 %24% of revenue for the three months of 2018.2019.  During 20192020 and 20182019 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 52%$305,231 or 147% of revenues in 20192020 and 46%$240,805 or 52% of revenues for the same period in 2018.  Net loss for the three-month period ended June 30, 2018 was $(48,143) as compared to the net loss $(261,226) for the same three-month period ended June 30, 2018.  Our operating expenses for this period were lower by $14,138 than the comparative period in 2018. The interest expense during the period ended June 30, 2019 was lower by $1,198 than in the period ended June 30, 2018 due mostly to the working capital provision of merchant loans and convertible debt being reduced. This combination of factors decreased the net loss by $213,083 during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018.  Since our year to date revenues are lower than the previous year, this resulted in lower operating expenses as a percentage of total revenue.

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

SIX MONTHS ENDED JUNE 30, 2019 COMPARED TO SIX MONTHS ENDED JUNE 20, 2018.

Our discussion of operating results for the six months ended June 30, 2019 and June 30, 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 the six months ended June 30, 2019 and for the six months ended June 30, 2018.

Sales for the six months ended June 30, 2019 were $1,113,626 as compared to $1,018,021 for the same three months in 2018.  This is an increase of 32,605 or 3% 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.  ABCO has begun its focus on commercial sales in 2018 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.

20

Table of Contents

Cost of sales was $678,886 or 61% of revenues in 2019 and $746,260 or 70% of revenues in 2018.  Gross margins were 39% of revenue in 2019 and 30% of revenue for the six 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 $501,866 or 50% of revenues in 2019 and $414,879 or 38% of revenues for the same period in 2018.2019.  Net (loss) income from operations for the three-month period ended June 30 2019, 2020 was $(67,126)$(18,431) as compared to the net loss of $(80,118)$(76,295) for the same six monththree-month period ended June 30, 2018.2019.  Our operating expenses for this period were higher by $86,987$64,426 than the comparative period in 2018.2019. The interest expense during the period ended June 30, 20192020 was higherlower by $69,242$13,472 than in the period ended June 30, 20182019 due mostly to the increase in working capital throughlack of new merchantconvertible loans and derivatives on convertible debt.during this period where accounting treatment requires the recording of prepaids interest during the first phase of the loan.  Derivative liabilities of convertible debentures increased by $97,419were $313,313 during the current period as compared to $0 in the prior year. This combination of factors decreased the loss for the period ending June 30, 20192020 to $(566,978)$(18,431) as compared to $(214,165) for the six months ended$(76,925) on June 30, 2018,2019, 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.

 

SIX MONTHS ENDED JUNE 30, 2020 COMPARED TO SIX MONTHS ENDED JUNE 20, 2019.

Our discussion of operating results for the six months ended June 30, 2020 and June 30, 2019 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 the six months ended June 30, 2020 and for the six months ended June 30, 2019.

Sales for the six months ended June 30, 2020 were $522,031 as compared to $1,113,626 for the same three months in 2019.  This is an decrease of 591,595 or 53% of the 2019 sales. The Solar sales revenue in 2020 and 2019 reflected seasonal and changing market conditions in the financing of solar installations and competition from the public utilities in the Arizona markets and the effects of the Covid 19 Pandemic.  ABCO has begun its focus on commercial sales in 2018 and has been able to grow every period since that decision until the effects of the Pandemic. 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.

22

Cost of sales was $434,320 or 83% of revenues in 2020 and $678,886 or61% of revenues in 2019.  Gross margins were 17% of revenue in 2020 and 39% of revenue for the six months of 2019.  During 2020 and 2019 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 $465,410 or 89% of revenues in 2020 and $501,866 or 45% of revenues for the same period in 2019.  Net (loss) income from operations for the six-month period ended June 30, 2020 was $(371,205) as compared to the net loss of $(595,760) for the same six month period ended June 30, 2019.  Our operating expenses for this period were lower by $36,456 than the comparative period in 2019. The interest expense during the period ended June 30, 2020 was lower by $89,306 than in the period ended June 30, 2019 due mostly to the increase in working capital through new merchant loans and derivatives on convertible debt.  Derivative liabilities of convertible debentures decreased by $445,822 during the current period as compared to the prior year. This combination of factors decreased the loss for the six month period ending June 30, 2020 to $(371,205)  as compared to $(575,760) for the six months ended June 30, 2019, 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.

23

STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS SIX ENDED JUNE 30, 2020 AND 2019 AND 2018

 

During the six months ended June 30, 20192020 our net cash used inprovided by operating activities was $(98,323)$13,596 and comparatively the net cash used by operating activities in the sixthree months ended June 30, 20182019 was $(312,616)$(98,823).  Net cash used by operating activities in the period ended June 30, 20192020 consisted primarily of net losses from operations of $(595,760)$(371,205) for 20192020 as compared to a loss of $(214,238)$(595,760) for 2018.2019.  Depreciation adjustments were of non-cash expenses were $5,290$11,470 and $8,120$5,290 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 $(177,934)$(19,589) for the period ended June 30, 2019.2020.  None of this expense will be realized if this debt is retired before maturity.  The Company experienced a decreasean increase in accounts payable of $(264,956)$112,751 and an increasea decrease of $67,032$(264,958) 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 increasedecreased by $95,759,$184,556, net of adjustments for contracts in process, during the period ended June 30, 20192020 due to rapid increases in contractscontract payments at the end of the period.

 

Net cash used for investing activities for the periods ended June 30, 2020 and 2019 was $(8,765) and 2018 was $5,354 and $2,191$5354 respectively due to receipt of principal on leases paid or terminated and equipment acquisitions.

 

Net cash provided by financing activities for the periods ended June 30, 2020 and 2019 was $120,230 and 2018 was $81,387 and $317,321 respectively. Net cash provided by financing activities for 20192020 and 20182019 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 June 30, 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 June 30, 20192020 was $(817,634)$(1,602,188) and it was $(768,962)$(1,558,100) at December 30, 2018.31, 2019.  This decreaseincrease of $48,672$44,088 was primarily due to losses from operations during the period ended June 30, 20192020 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.

 

21

Table of Contents

The total borrowed from Directors, Affiliates and officers totaled $188,054$313,608 plus accrued interest of $78,808$110,034 as of June 30, 2019.2020. There are no existing agreements or arrangement with any Director to provide additional funds to the Company.

 

During the six months period ended June 30, 20192020 or the last fiscal year ended December 31, 20182019 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.

 

22
24

 

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, June 30,, 2019, 2020, 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.

 

23
25

 

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 six months ended June 30, 2019 the Company sold 4,740,000 shares of restricted common shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $160,305.  Commission and expense reimbursements totaled $79,927. The Company recorded net proceeds totaling $80,317.

Legal and other professional expenses for this offering and other matters totaled $ 29,000.

Item 3.     Defaults upon Senior Securities

 

None

 

Item 4.     Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.     Other Information

 

Not Applicable.

 

 

24
26

 

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)

10(h)Knight Capital Future Receivables Sales Agreement dated August 8,2019 (2)

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)

99.1

SBA Loan Documents dated May 3,2020 with respect to a $124,099 loan under the Paycheck Protection Program under the US CARES Act. (5)

99.2

SBA Loan Authorization and Agreement, Note and Security Agreement, each dated June 29, 2020, with respect to the $150,000 loan (6)

101 INS

XBRL, Instance Document

101 SCH

XBRL Taxonomy Extension Schema Document

1010101 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.

(5)

Previously filed with the Company’s Form 8-K, File No. 000-55235, filed with the Commission on May 7, 2020 and incorporated herein by this reference.

(6)Previously filed with the Company’s Form 10-Q, File No. 000-55235, filed with the Commission on September 1, 2020 and incorporated herein by this reference.

 

 

25
27

 

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.

 

August 19, 2019September 29, 2020

 

 

ABCO ENERGY, INC

 

 

 

 

 

/s/ Charles O’DowdAdrian Balinski

 

 

Charles O’DowdAdrian Balinski

 

Title: Acting President &

 

Chief Executive Officer (CEO)

 

 

 

 

 

/s/ Charles O’DowdAdrian Balinski

 

 

Charles O’DowdAdrian Balinski

 

Chief Financial Officer (CFO)

 

Principal Accounting Officer (PAO)

 

 

26
28