OVERVIEW
As of December 31, 2015, we operated in three locations in Arizona. The Company plan is to expand to more locations in North America in the next year. 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. This will result in larger contracting jobs, statewide expansion and growth in revenue. We remain committed to high quality operations.
Our operating results for the years ended December 31, 2015 and 2014 are presented below with major category details of revenue and expense including the components of operating expenses.
SUBSEQUENT EVENTS
Management has evaluated all subsequent events through the reporting period and there are none to report.
FISCAL YEAR ENDED DECEMBER 31, 2015 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2014
Sales increased by $573,775 or 44% from 2014 to $1,889,435 in 2015 from $1,315,660 in 2014. Increased advertising, added sales persons and improvement in the commercial solar market contributed to our increase in sales for 2015.
Cost of sales increased by $229,737, or 21% to $1,311,084 in 2015 from $1,081,347 in 2014 due primarily to the increase in sales. The Company also changed its focus from residential installs to a commercial focus in order to meet changes in the market. Gross margin as a percentage of total sales increased to 29% in 2015 from 18% in 2014, primarily due to more efficient production and a sales mix shift to the higher profit and commercial market emphasis.
General and administrative expenses decreased by $104,824, or 13%, to $733,038 in 2015 from $837,862 in 2014 due primarily to budgetary reductions in sales force, public company expenses and advertising expenses in 2015.
LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity and capital requirements have been for carrying cost of accounts receivable and inventory during and after completion of contracts. This process can easily exceed 90 days and requires the contractor to pay all or most of the cost of the project without assistance from suppliers. Our working capital at December 31, 2015 was $(213,664) and it was $(252,457) at December 31, 2014. This decrease of $6,538 was primarily funded by our private equity offerings and was negatively affected by inventory increases and accounts receivable increases for the year ended December 31, 2015. Bank financing has not been available to the Company.
ABCO Energy has very little contracted lease obligations or long term debt. Our long term debt net of current portion totaled $5,292 at December 31, 2015 and $16,521 at December 31, 2014. The Company owed Officers and Directors $69,944 and $60,000 respectively on demand notes.
STATEMENTS OF CASH FLOWS - DESCRIPTION OF STATEMENT
In financial accounting, the cash flow statement also known as a statement of cash flows is a financial statement that shows how changes in balance sheet accounts and income affect cash and cash equivalents, and breaks the analysis down to operating, investing and financing activities. Essentially, the cash flow statement is concerned with the flow of cash in and out of the business. The statement captures both the current operating results and the accompanying changes in the balance sheet. As an analytical tool, the statement of cash flows is useful in determining the short-term viability of a company, particularly its ability to pay bills.
The cash flow statement reflects a firm’s liquidity.
The balance sheet is a snapshot of a firm’s financial resources and obligations at a single point in time.
The income statement summarizes a firm’s financial transactions over an interval of time.
These last two financial statements reflect the accrual basis accounting used by firms to match revenues with the expenses associated with generating those revenues.
The cash flow statement includes only inflows and outflows of cash and cash equivalents; it excludes transactions that do not directly affect cash receipts and payments. These non-cash transactions include depreciation or write-offs on bad debts or credit losses to name a few. The cash flow statement is a cash basis report on Nine types of financial activities: operating activities, investing activities, and financing activities. Non-cash activities are usually reported in footnotes.
The cash flow statement is intended to:
1. | Provide information on a firm’s liquidity and solvency and its ability to change cash flows in future circumstances |
2. | Provide additional information for evaluating changes in assets, liabilities and equity |
3. | Improve the comparability of different firms’ operating performance by eliminating the effects of different accounting methods |
4. | Indicate the amount, timing and probability of future cash flows |
The cash flow statement has been adopted as a standard financial statement because it eliminates allocations, which might be derived from different accounting methods, such as various timeframes for depreciating fixed assets.
STATEMENTS OF CASH FLOWS FOR DECEMBER 31, 2015 AND 2014
During the years ended December 31, 2015 and 2014 our net cash provided by operating activities was $(269,448) and $(490,210) respectively. Net cash provided by operating activities in the period ended December 31, 2015 and 2014 consisted primarily of net loss from operations adjusted for non-cash expenses and a decrease in accounts payable and accrued expenses.
Net cash provided by (used in) investing activities for the years ended December 31, 2015 and 2014 was $2,035 and $(29,724) respectively due to acquisitions of equipment and deposits on leased real estate. Net cash provided by financing activities for the years ended December 31, 2015 and 2014 was $282,344 and $452,881 respectively. Net cash provided by financing activities for 2015 and 2014 resulted primarily from the issuance of common stock. Cash flows from Financing Activities were reduced by legal and other costs of the SEC filings, preparation of S1 offering document, preparation of 144A bond issue documents and other offering expenses that aggregated a total of $58,616.
Since our inception on August 8, 2008 through December 31, 2015 we have incurred net losses of ($2,016,843). Our cash and cash equivalent balances were $40,035 and $25,104 as of December 31, 2015 and 2014 respectively. At December 31, 2015 we had total liabilities of $601,685 as opposed to $508,034 at December 31, 2014. Higher volume of commercial construction has increased current supplier debt.
We plan to satisfy our future cash requirements – primarily the working capital required for the marketing of our services and to offset legal and accounting fees – by additional financing. This will likely be in the form of future debt or equity financing. Based on our current operating plan, we have sufficient working capital to sustain operations for the short term if we do not expand our business. We will not however, be able to reach our goals and projections for multistate expansion without a cash infusion. We expect that our revenue will increase at a steady pace and that this volume of business will result in profitable operations in the future.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2015.
RESULTS OF OPERATIONS – OVERVIEW
Our discussion of operating results for the Nine months ended September 30, 2016 and September 30, 2015 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 September 30, 2016 and for the Nine months ended September 30, 2015.
Sales for the nine months ended September 30, 2016 were $512,075 as compared to $1,231,100 for the same nine months in 2015. This is a decrease of $719,025 or 58% below the 2015 sales. The Solar sales revenue in 2016 and 2015 reflected seasonal and changing market conditions in the financing of solar installations and competition from the public utilities in the Arizona markets. When the utilities in Arizona cancelled or substantially reduced the rebate programs, the financing or leasing companies that were able to reduce the financial requirements by accepting the rebates as partial payments were no longer able to make loans or leases that required no money down or longer terms for their finance products. The public utilities also entered the home solar market with deeply discounted financing and have become our largest competitor. This severally reduced the opportunities for sales and reduced gross margins substantially. Without available financing, the sales of solar products became even more difficult. The prices of solar products were reduced in 2016 and 2015 to offset the reduction or elimination of rebates and the market has recovered from this time. ABCO has worked diligently to overcome these changes by focusing on commercial applications and the increased interest of business and government in the LED lighting contracts.
Cost of sales was 121% of revenues in 2016 and 45% of revenues in 2015. Gross margins were (21) % of revenue in 2016 and 65% of revenue for the Nine months of 2015. During 2016 and 2015 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 and cost overruns have created these negative results. 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 110% of revenues in 2016 and 42% of revenues for the same period in 2015. Net loss from operations for the nine month period ended September 30, 2016 was $(669,682) not including interest expense on all debt of $(93,252) as compared to the net income of $159,165 from operations for the same nine month period ended September 30, 2015. Our other expenses for this period were higher by $394,73005 than the comparative period in 2015 due to the accrual of $227,726 of derivative interest liability for convertible debt and amortization of discount on convertible debt equal to $118,514. The interest expense during the period ended September 30, 2016 has expanded by $48,690 greater than in the period ended September 30, 2015 due mostly to the working capital provision of merchant loans and convertible debt. This combination of factors increased the operating loss for the period ending September 30, 2016. Since our year to date revenues are lower than the previous year, this resulted in higher operating expenses as a percentage of total revenue.
As noted in previous paragraphs discussing market conditions, ABCO could not finish its backlog of work and expand into the markets of LED lights and commercial solar markets without maintaining staff, facilities and sales expenses. When sales revenues fall, and expenses are not reduced in equal amounts or percentages, the result is an increase of the percentage of operating expenses to sales revenue. Operating expenses for the two periods increased to accommodate our expansion of sales programs, but not in the same ratio as the reduction in sales. ABCO chose to maintain a level of expenses that would not cripple the Company’s future.
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
During the Nine months ended September 30, 2016 our net cash used by operating activities was $(360,137) and comparatively the net cash used by operating activities in the nine months ended September 30, 2015 was $(127,252). Net cash used by operating activities in the period ended September 30, 2016 consisted primarily of net loss from operations of $(1,108,974) for 2016 as compared to an income of $114,603 for 2015. Derivative accrual accounted for $375,875 of this expense for the nine month period. Depreciation adjustments were of non-cash expenses were $9,886 and $8,573 for each year respectively. The Company experienced an increase in accounts payable of $17,922 and a decrease of $135,352 for the year ended September 30, 2016 and 2015 respectively. In addition, cash received from billings in excess of costs on projects totaled $225,987. We also incurred substantial expenses and cost overruns for the commercial projects sold during the period ended September 30, 2016 as reflected in the nine months financial statements cost of sales. Accounts receivable on contacts in process decreased by $115,230 during the period ended September 30, 2016 as compared to December 31, 2015 due to collections from commercial projects at the end of the period.
Net cash provided or (used) for investing activities for the periods ended September 30, 2016 and 2015 was $2,330 and $480 respectively due to receipt of principal on leases and equipment acquisitions.
Net cash provided by financing activities for the periods ended September 30, 2016 and 2015 was $334,256 and $179,783 respectively. Net cash provided by financing activities for 2016 and 2015 resulted primarily from the sale of common stock, loans from a financial institution and loans from a Director. Proceeds from convertible notes accounted for $109,125 change to cash flow from financing activities. The total convertible debt received in the current nine month period was $234,777,, as well as $48,976 of institutional debt and $70,138 from officers and other related parties during the same period. Any future conversions will increase the number of shares outstanding and the Stockholders Equity by the amount of the original investment.
THREE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2015.
Our discussion of operating results for the three months ended September 30, 2016 and September 30, 2015 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 September 30, 2016 and for the three months ended September 30, 2015.
Sales for the three months ended September 30, 2016 were $146,547 as compared to $610,317 for the same three months in 2015. This is a decrease of $(463,770) or 76% below the 2015 sales. The Solar sales revenue in 2016 and 2015 reflected seasonal and changing market conditions in the financing of solar installations and competition from the public utilities in the Arizona markets. When the utilities in Arizona cancelled or substantially reduced the rebate programs, the financing or leasing companies that were able to reduce the financial requirements by accepting the rebates as partial payments were no longer able to make loans or leases that required no money down or longer terms for their finance products. This severally reduced the opportunities for sales and reduced gross margins substantially. The public utilities also entered the home solar market with deeply discounted financing and became the company’s largest competitor. Without available financing, the sales of solar products became even more difficult. The prices of solar products were reduced in 2016 and 2015 to offset the reduction or elimination of rebates and the market has recovered from this time, although gross margins have suffered dramatically. ABCO has worked diligently to overcome these changes by focusing on commercial applications and the increased interest of business and government in the LED lighting contracts.
Cost of sales was 70% of revenues in 2016 and 19% of revenues in 2015. Gross margins were 19% of revenue in 2016 and 81% of revenue for the three months of 2015. During 2016 and 2015 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. It is apparent from the negative numbers in the gross margin in 2016, (21%) negative, as compared to 31% positive in 2015, that the Company has suffered from the under estimation of costs and from cost overruns on large commercial jobs. 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 129% of revenues in 2016 and 31% of revenues for the same period in 2015. Net loss from operations for the three month period ended September 30, 2016 was $(161,375) as compared to the net income of $299,860 for the same three month period ended September 30, 2015. Our operating expenses for this period were lower by $1,814 than the comparative period in 2015. The interest expense during the period ended September 30, 2016 has expanded by $23,538 greater than in the period ended September 30, 2015 due mostly to the working capital provision of merchant loans and convertible debt. Since our year to date revenues are lower than the previous year, this resulted in higher operating expenses as a percentage of total revenue. Net income was $13,401 and $285,005 the three month period ended September 30, 2016 and 2015 respectfully, however, the 2016 period was affected by a reversal of $278,910 in derivative liability interest accrual expense.
As noted in previous paragraphs discussing market conditions, ABCO could not finish its backlog of work and expand into the markets of LED lights and commercial solar markets without maintaining staff, facilities and sales expenses. When sales revenues fall, and expenses are not reduced in equal amounts or percentages, the result is an increase of the percentage of operating expenses to sales revenue. Operating expenses for the two periods increased to accommodate our expansion of sales programs, but not in the same ratio as the reduction in sales. ABCO chose to maintain a level of expenses that would not cripple the Company’s future.
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 to be paid for the contracts. This process can easily exceed 90 days and sometimes requires the contractor to pay all or most of the cost of the project without assistance from suppliers. Our working capital at September 30, 2016 was $(1,156,033) and it was $(213,664) at December 31, 2015. This decrease of $(942,369) was primarily due to losses from operations during the period ended September 30, 2016 and adjustments for possible future losses on derivative conversions of $485,000. 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.
We have been able to borrow an additional $70,138 from one of our Directors and other related parties to increase working capital during the period ended September 30, 2016 bringing the total borrowed from Directors, officers and others related parties to $140,082. There are no existing agreements or arrangement with any Director to provide additional funds to the Company. These loans from Directors, Officers and other related parties are owed $25,928 in accrued interest at September 30, 2016.
PLAN OF OPERATIONS
Based on our current financial position, we cannot anticipate whether we will not 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 to sustain operations 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.
The Company has paid security deposits on the three rented spaces it occupies for offices and warehouse which total $3,100 on December 31, 2015 and $4,945 on December 31, 2014.
ABCO leased a 1,200 square foot office and warehouse in an industrial park in Phoenix Arizona for a monthly rental of $1,254 which expired on February 28, 2016. ABCO no longer rents space in the Phoenix market area buts continues to perform work with contractors and personnel from Tucson, Arizona office.
There is no lease on the Williams, Arizona property because this office is located in the office of a Director and no lease has been established.
On May 1, 2014, the Company rented office and warehouse space consisting of 2400 square feet of space at 2100 N. Wilmot #211, Tucson, Arizona 85712 on a two year lease. A third lease extension for twelve months ending November 1, 2017was signed on November 1, 2016 and this lease has a forward commitment of $20,834 as of November 30, 2016. The Company considers these facilities adequate for current operations level and for substantial growth in the future. Additional space is available in the current locations if needed.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the name and age of officers and directors as of December 31, 2016. Our Executive officers are elected annually by our board of directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified. Both Mr. O’Dowd and Mr. Marx were members of the Board and Officers of the Company since July 1, 2011.
The Company’s Chief Executive Officer, President, and Director Mr. O’Dowd, and Wayne Marx, a Vice President and Director, are “Promoters” within the meaning of Rule 405 of Regulation C in that these individuals were instrumental in founding and organizing ABCO Energy, Inc.
Officer’s Name | | Directors Name | | Age | | Officer’s Position | | Appointment date |
Charles O’Dowd | | Charles O’Dowd | | 68 | | CEO, President, Secretary, Director | | July 1, 2011 |
Wayne Marx | | Wayne Marx | | 67 | | VP, Director | | July 1, 2011 |
The Board of Directors consists of two individuals, Charles O’Dowd, CEO, President, and Director, and Mr. Wayne Marx, VP and Director. Both persons also served as Directors and Officers of the predecessor companies. Biographies of the Executive Officers and Members of the Board of Directors are set forth below:
Charles O’Dowd, President, Secretary, Director
Mr. O’Dowd has six years of experience in the sales and installation of solar products and has spent the past 40 years in a marketing and sales career in real estate and business brokerage. He is well known in the business community throughout Arizona. From 1975 to 2003, Mr. O’Dowd worked in the real estate industry as a Broker (residential & commercial), Loan Originator, Sales Manager of a 100 person real estate office, Project Manager (6700 N. Oracle) and Land Developer. From 2003 through 2009 Mr. O’Dowd was VP of Operations and Director of the Southern Arizona Small Business Association. He has worked full time for ABCO Energy since 2009. He is a Graduate of the University of Arizona (BS, Political Science) and served as a City of Tucson Police Officer. He has previously worked for The Colorado College, Tucson Airport Authority Police, and Arizona Air National Guard. He has vast personal contacts in our market area and is director of sales and marketing for our company.
Wayne Marx, VP, Director.
Mr. Marx was the founder and owner of “Precision Outdoor Power”, power equipment retail and service provider in Tucson and Williams, Arizona. Wayne has more than 40 years of business experience, mostly in retail and government services a self-employed individual and has been a provider of equipment to residential commercial and government users throughout his business career. He has limited experience in the solar industry. Mr. Marx presently brings a representation to our company for fire and emergency service organizations that he presently serves and has worked with for many years. Mr. Marx is Fire Chief for the Sherwood Forest Estates Fire District and Regional Fire Resource Coordinator for Coconino County Fire Department. Mr. Marx joined the Fire District as Fire chief in 2003 and is still employed at this position full time. Mr. Marx does not draw a salary or work as an employee for ABCO Energy at this time and serves as a Vice President without any compensation.
The Directors will hold office until the next annual meeting of the security holders following their election and until their successors have been elected and qualified. The Board of Directors appoints Officers. Officers hold office until the next annual meeting of our Board of Directors following their appointment and until successors have been appointed and qualified.
Family Relationships
There are no family relationships between any of our directors, executive officers or directors.
Involvement in Certain Legal Proceedings
During the past ten years, none of our officers, directors, promoters or control persons has been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.
Code of Ethics
We have a Code of Ethics in place for the company. The Company seeks advice and counsel from outside experts such as our lawyers and accountants on matters relating to corporate governance and financial reporting.
INTERESTS OF NAMED EXPERTS AND COUNSELNo expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries.
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIESOur Articles of Incorporation include an indemnification provision under which we have agreed to indemnify our directors and officers from and against certain claims arising from or related to future acts or omissions as a director or officer of the Company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of North Bay Resources Inc. in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered) we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The audited financial statements included in this prospectus and elsewhere in the Registration Statement for the fiscal years ended December 31, 2014 have been audited by RSJM, LLP. The audited financial statements for the fiscal year ended December 31,2015, included herein, have been audited by Thayer-O’Neal Company, LLC. The reports of L. L. Bradford and RBSM, LLP are included in this prospectus in reliance upon the authority of these firms as experts in accounting and auditing.
The opinion regarding validity of the shares offered herein has been provided by the Law Offices of Brian Simon and has been filed with the Registration Statement. Mr. Simon’s address is 10633 Eastborne Ave, Suite 302, Los Angeles, CA 90224.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial ownership of our securities as of December 31, 2016 by (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting securities, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.
Name | | Title of Securities | | Amount owned | | | Percentage of class(1) | |
Charles O’Dowd | | Common | | | 400,000 | | | | .015 | % |
Wayne Marx | | Common | | | 100,000 | | | | .004 | % |
All Officers, Directors and 5% Shareholders – As a Group | | Common | | | 500,000 | | | .019 | % |
(1) Based on 26,871,876 post shares outstanding at December 31, 2016.
AUDIT COMMITTEE
The Audit Committee for the Company currently consists of the two members of the Board which acts in such capacity and will do so for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a separate Audit Committee.
The Audit Committee will be empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the “Board”) the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.
COMPENSATION COMMITTEE
The Company does not presently have a Compensation Committee and the Board acts in such capacity and will do so for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including salary, stock compensation and bonus compensation to all employees.
NOMINATING COMMITTEE
The Company does not have a Nominating Committee and the full Board acts in such capacity.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (“1934 Act”) requires that the Company’s directors and executive officers and persons who beneficially own more than ten percent (10%) of a registered class of its equity securities, file with the SEC reports of ownership and changes in ownership of its common stock and other equity securities. Executive officers, directors, and greater than ten percent (10%) beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports that they file. Messrs. Charles O’Dowd and Wayne Marx, the officers and directors of the Company, are current under their filing requirements under Section 16 (a) of the 1934 Act.
REMUNERATION OF DIRECTORS AND OFFICERS
Summary Compensation Table
The following table sets forth certain summary information concerning the cash and non-cash compensation awarded to, earned by, or paid to Charles O’Dowd, our President and Chief Executive Officer, and Wayne Marx our Vice President and Secretary for the fiscal years ended December 31, 2015 and 2014. These two officers are referred to as the “named executive officers” in this proxy statement.
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Option Awards (1) ($) | | | All Other Compensation (2) ($) | | | Total Compensation ($) | |
Charles O’Dowd | | 2015 | | $ | 52,000 | | | | | 500,000 | | | $ | 5,000 | | | $ | 57,000 | |
President & CEO | | 2014 | | $ | 52,000 | | | | | | | | | | | | $ | 52,000 | |
| | | | | | | | | | | | | | | | | | | |
Wayne Marx | | 2015 | | | 0 | | | | | | | | | | | | | 0 | |
VP, Director | | 2014 | | | 0 | | | | | | | | | | | | | 0 | |
(1) | Amounts shown represent the FASB ASC Topic 718 grant date fair value of options granted during 2015. See note 13 to the consolidated financial statements included with the 2015 Form 10-K for a discussion of the assumptions used in the valuation of stock-based compensation awards. |
(2) | Represents bonus payments under the Company’s informal executive incentive Equity Incentive Plan. See “2015 Stock Option and Equity Incentive Plan” below. |
Mr. O’Dowd received an annual salary of $52,000 per year. Mr. O’Dowd was employed in January, 2009 and works full time for the Company.
Mr. Marx has not received any compensation for his services to the Board of Directors and no arrangements have been made to do so, at this time. It is anticipated that his remuneration for calendar 2016 will remain the same as fiscal 2015.
There is no family relationship between any of the current officers or directors of the Company.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth information on outstanding option and stock awards held by the named executive officers of the Company at December 31, 2016, including the number of shares underlying both exercisable and un-exercisable portions of each stock option as well as the exercise price and the expiration date of each outstanding option.
Outstanding Equity Awards at Fiscal Year-End |
Name | | Number of securities underlying unexercised options exercisable (#) | | Number of securities underlying unexercised options un-exercisable (#) (1) | | Option Exercise Price ($) | | Option Grant Date | | Option Expiration Date |
Charles O’Dowd | | | | 500,000 | | | | 0 | | | $ | .001 | | 01/01/2016 | | 01/01/2021 |
| | | | | | | | | | | | | | | | |
Wayne Marx | | | None | | | None | | | None | | None | | None |
(1) | All options vest 20% per year beginning on the first anniversary of their grant date. |
(2) | For a description of the Equity Incentive Plan, please refer to page 29 below, “Form of Equity Incentive Plan”. |
In the aggregate of 865,000 stock awards are outstanding under the Equity Incentive Plan as of December 31, 2016.
The Stock Option Awards have been issued to 2 employees at an exercise price of $0.001 per share expiring on 1/21/21. The outstanding Stock Awards were issued to 4 consultants.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS; LITIGATION
At present, we do not have employment agreements with any of our Executive officers. There is no pending litigation or proceeding to which the Company is a party that may materially affect the business or its assets. The Company is not subject to any adverse order, judgment or decrees entered in connection with the offering by the regulatory authorities in each state; by any court; or by the Securities and Exchange Commission.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Other than as disclosed below, during the last two fiscal years, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us 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.
Any future material transactions and loans will be made or entered into on terms that are no less favorable to the Company that those that can be obtained from unaffiliated third parties. Any forgiveness of loans must be approved by a majority of the Company’s independent directors who do not have an interest in the transactions and who have access, at the Company’s expense, to Company’s or independent counsel. Until the Company has more than two directors, this policy will not be in effect.
Officers, directors and other related individual’s loans are demand notes totaling $100,501 as of September 30, 2016 and $69,944 as of December 31, 2015. The total consists of two notes from Officer/Directors.
The following table indicates the balances due on demand notes and the accrued interest on these notes.
Name | | Position | | Amount due 9-30-16 | | | Accrued interest due | |
Charles O’Dowd | | President, CEO, Director | | $ | 40,501 | | | $ | 3,772 | |
Wayne Marx | | VP, Director | | $ | 60,000 | | | $ | 18,061 | |
The Charles O’Dowd note was increased by $30,557 during the current period, which increased the total note to $40,501 as of September 30, 2016. The note is an unsecured demand note and bears interest at 12% per annum. This note had an interest charge of $1,225 for the current period and $3,772 accrued and unpaid at September 30, 2016. An additional loan of $33,000 was made by this officer in October, 2016. The note is a demand note which bears interest at the rate of 12% per annum. Mr. O’Dowd is now owed a total of $73,501 plus interest.
The Wayne Marx 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 $1,815 for current period and $18,061 accrued and unpaid at September 30, 2016.
Charles O’Dowd, CEO, President and Director of the Company and Wayne Marx, Vice President and Director of the Company are each “Promoters” as defined in Rule 405 of Regulation C. In 2009 Mr. O’Dowd received his 400,000 shares of Company stock in exchange for services rendered which were valued at $4,000 and Mr. Marx purchased his 100,000 shares for a cash payment of $50,000 in 2010.
OTHER MATTERS
On September 15, 2015, The Company entered into Engagement Agreement with Adamas Fund, LLC, as advisor [“Advisor”] which contemplates issuance of a minimum of $3,000,000 in principal amount of Notes (“Notes”) to be issued in a Rule 144A Bond offering under the Securities Act of 1933, as amended. The terms and conditions of the Notes are subject to change but generally the term of the Notes will be ten (10) years from the date of issuance. There will be no interest payments made on the Notes for the first two years they are outstanding. For years three through ten there will be scheduled annual interest payments at the rate of 6.5% per annum, until the Notes become due in October 2027. The Notes may be convertible into shares of the common stock of the Company. The Notes will not become convertible until after the Notes have been outstanding for three to five years. No transactions have taken place on this Engagement Agreement.
The Notes are unsecured and will rank pari parsu with all other outstanding unsecured debt of the Company. The Notes will be redeemable under certain circumstances either on stated dates and/or at the option of the Company or the Noteholders upon written notice.
Application may be made to the UK Listing Authority or the Deutsche Borse to admit the Notes for trading on their respective markets. Certain restrictions may apply to the offer, sale and transfer of the Notes in the US, EUC, including the UK, Australia and Japan. It is contemplated that the Notes will be initially issued in January 2017 and will be offered and sold through foreign broker-dealers primarily in England and Germany.
The Advisor will be paid a fee of $150,000 in two installments of $75,000 for advisory services rendered in connection with the issuance of the Notes. The first payment is payable in 37,500 shares of free trading common stock on or about October 15, 2015, at a price of $0.20 per share. The second payment was made in the form of cash in the amount of $27,500 in full payment in lieu of the send payment of 37,500 shares. The initial payment of 37,500 shares, have been registered under the Securities Act of 1933, as amended, under a Form S-1 Regulation Statement which became effective November 6, 2015. The Notes are currently being marketed by the Company through independent brokers.
During the period from October 1, 2016 through December 31, 2016, the Company issued 18,168,987 pre-split (1,816,898 post split) shares of common stock and received or credited gross proceeds of $292,565. The expenses of the offering totaled $157,944. The net proceeds were used for working capital, corporate expenses, legal fees and public company expenses.
On September 2, 2016, the Company entered into a Consulting Agreement [“CA”] with Benchmark Advisory Partners (“Consultant”) which became effective on September 30, 2016 and which provides for Consultant to perform financial and business consulting services and other related activities, including, but not limited to, the introduction to the Company of public company services, capital resources, investor relation resources and legal and accounting services who may be of able to provide equity and debt financing. The CA has a six month term expiring on March 31, 2016. In consideration for rendering such services, on September 30, 2016, Consultant was paid a consulting fee consisting of 150,000 restricted shares of common stock.
Effective September 30, 2016, the Company entered into a Consulting Agreement (“CA”) with Joshua Tyrell (“Tyrell”) which provides for Tyrell to assist in various business development activities on behalf of the Company, including but not limited to realizing new business opportunities. In consideration for rendering such services, Tyrell was issued 1,500,000 free trading shares of Company common stock. The CA has a six month term expiring on March 31, 2017. On November 7, 2016 and on November 30, 2016, the CA was amended to provide for the payment of an additional 6,300,000 and 5,000,000 free-trading shares, respectively, to Tyrell for services rendered due to the huge trading volume of the derivative conversions and to extend the term of the CA to 12 months ending on November 7, 2017
From October 7, 2016 through December 31, 2016, the Company issued an aggregate of 198,727,390 pre-split (19,872,729 post split) shares of its common stock upon conversions of six different convertible notes at conversion prices ranging from $0.0015 to $0.0047 per share. As a result of such issuances, all six [6] of the notes have paid in full as of that date.
The Company has entered into Securities Purchase Agreement with Blackbridge Capital, LLC, a Delaware limited liability company, operating out of New York, New York (“Blackbridge”) whereby Blackbridge has agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock. The Company has agreed to file a Registration Statement to register such shares for sale to Blackbridge. In addition, the Company has issued [i] a convertible promissory note to Blackbridge pursuant to the Securities Purchase Agreement equal to $150,000 as a commitment fee (the “Blackbridge Note”), [ii] a $100,000 Convertible Note to Blackbridge to cover the expenses to be incurred for the preparation and filing of the Registration Statement and related matters (“Expenses Note”). The shares of common stock issuable upon conversion of the Blackbridge Note and the Expenses Note are being registered under the Registration Statement. Per the terms of the Blackbridge Note and the Expenses Note, Blackbridge has the right to convert any or all of the both of these Notes into common stock of the Company either as restricted stock or free-trading shares upon the effectiveness of the Registration Statement.
The Board of Directors of the Company has approved a reverse stock split of its common stock, at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split is being done in accordance with the Company’s obligation to effect a reverse stock split of the Common Stock to facilitate the consummation of the Securities Purchase Agreement with Blackbridge Capital, LLC, effective September 30, 2016, pursuant to which Blackbridge agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock. See the Company’s Form 8-K filed with the SEC on November 29, 2016. The Reverse Stock Split becomes effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace at the open of business on January 13, 2017 (the “Effective Date”), whereupon the shares of common stock began trading on a split adjusted basis. On the Effective Date, the Company’s trading symbol was changed to “ABCED” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “ABCE”. In connection with the Reverse Stock Split, the Company’s CUSIP number will change to 00287V2043. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split
As a result of the Reverse Stock Split the number of authorized shares of common stock was reduced to 50,000,000 from 500,000,000 shares. The Company intends to call a Special Meeting of Stockholders in the near future to authorize an amendment to the Articles of Incorporation to increase the authorized capital to 1,000,000,000 common shares and 100,000,000 preferred shares.
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.
MARKET PRICE OF COMMON STOCK AND RELATED STOCKHOLDER MATTERS
A VERY LIMITED MARKET FOR OUR SHARESOur shares were listed on the OTCQB Market under the symbol ABCE. As of January 13, 2017, the shares were last quoted at $0.0235 per share. On this date, the Company had approximately 191 shareholders of record. On July 20, 2013, OTC Markets, Inc. de-listed the shares to the grey market, however, the requirements for the OTCQB Market have been met and ABCO’s Form 15c211 was declared effective by FINRA on July 31, 2015.
The OTC Market Board® is maintained by the National Association of Securities Dealers (the NASD, now known as the Financial Industry Regulatory Authority (FINRA)). The securities traded on the Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
A purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Upon becoming a reporting company, Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA brokers-dealers who make a market in a “penny stock.” A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
Capital Stock
We are currently authorized to issue an aggregate number of 50,000,000 shares of common capital stock, $0.001 par value per share.
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 intends to call a Special Meeting of Stockholders in the near future to authorize an amendment to the Articles of Incorporation to increase the authorized capital to 1,000,000,000 common shares and 100,000,000 preferred shares.
The Corporation is authorized to issue more than one class or series of stock, and the Board of Directors of the corporation, in accordance with Section 78.195 of the General Corporation Law of the State of Nevada, is vested with authority to prescribe the name, price, classes, series, and the number of each class or series of stock and the voting powers, designations, preferences, limitations, restrictions, and relative rights of each class series of stock. This corporation shall have one or more classes or series of stock that together (a) have voting rights and (b) are entitled to receive the net assets of the corporation upon dissolution. All shares of stock shall be fully paid and non-assessable.
As of January 13, 2017, there were 26,871,876 post reverse split shares issued and outstanding at a par value of $0.001 per share. Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy shall constitute a quorum at all meetings of our shareholders. Our capital stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our capital stock holders are not entitled to cumulative voting for election of the board of directors.
Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore, as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.
In the event of a liquidation, dissolution or winding up of our company, holders of capital stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of capital stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the capital stock.
Preferred Stock
We are authorized to issue shares of preferred stock. The preferred stock may be divided into any number of series as our directors may determine from time to time. Our directors are authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly issued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. As of the date of this filing, we do not have any preferred shares issued and outstanding.
Dividends
We have not paid any cash dividends to our common stock shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Warrants and Options
There are no outstanding warrants to purchase our securities. There are no outstanding stock options to purchase our securities other than those hereinabove described.
Stock Transfer Agent
Our transfer agent is VStock Transfer, Inc., 18 Lafayette Place, Woodmere, NY 11598, telephone number 212-820-8436.
ABCO ENERGY, INC.
TABLE OF CONTENTS FOR CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of ABCO Energy Inc.
We have audited the accompanying consolidated balance sheets of ABCO Energy, Inc. (the “Company”) as of December 31, 2015 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ABCO Energy, Inc. as of December 31, 2015 and the results of its operations, stockholders’ equity, and cash flows for the year ended December 31, 2015, in conformity accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Thayer O’Neal Company LLC
Sugar Land, Texas
April 8, 2016
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of ABCO Energy Inc.
We have audited the accompanying consolidated balance sheet of ABCO Energy, Inc. (the “Company”) as of December 31, 2014, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the year ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ABCO Energy, Inc. as of December 31, 2014 and the results of its operations, stockholders’ equity, and cash flows for the year ended December 31, 2014, in conformity accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ RBSM LLP
Henderson, Nevada
June 25, 2015
ABCO ENERGY, INC.
CONSOLIDATED BALANCE SHEETSAS OF DECEMBER 31, 2015 and 2014
All common share information on the following financial statements and footnotes to financial statements has been restated to post reverse 1 for 10 stock split.
ASSETS | | December 31, 2015 | | | December 31, 2014 | |
Current Assets | | | | | | |
Cash | | $ | 40,035 | | | $ | 25,104 | |
Accounts receivable on completed projects | | | 39,100 | | | | 164,706 | |
Costs and estimated earnings in excess of billings on contracts in progress | | | 252,339 | | | | - | |
Inventory | | | 51,255 | | | | 49,245 | |
Total Current Assets | | $ | 382,729 | | | $ | 239,055 | |
Fixed Assets | | | | | | | | |
Vehicles, office furniture & equipment – net of accumulated depreciation | | | 42,511 | | | | 57,800 | |
Other Assets | | | | | | | | |
Investment in long term leases | | | 12,689 | | | | 13,293 | |
Security deposits | | | 4,945 | | | | 7,235 | |
Total Other Assets | | | 17,634 | | | | 20,528 | |
Total Assets | | $ | 442,874 | | | $ | 317,383 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued expenses | | $ | 410,623 | | | $ | 352,653 | |
Current portion of long term debt | | | 4,048 | | | | 38,308 | |
Notes payable – other | | | 111,778 | | | | 40,552 | |
Notes payable – related parties | | | 69,944 | | | | 60,000 | |
Total Current Liabilities | | | 596,393 | | | | 491,513 | |
| | | | | | | | |
Long term debt, net of current portion | | | 5,292 | | | | 16,521 | |
Total Liabilities | | | 601,685 | | | | 508,034 | |
| | | | | | | | |
Stockholders’ Deficit: | | | | | | | | |
Common stock, 50,000,000 shares authorized, $0.001 par value, 3,062,106 and 2,369,568 outstanding at December 31, 2015 and 2014, respectively. | | | 30,621 | | | | 23,695 | |
Additional paid-in capital | | | 1,827,411 | | | | 1,587,674 | |
Accumulated deficit | | | (2,016,843 | ) | | | (1,802,020 | ) |
Total Stockholders’ Deficit | | | (158,811 | ) | | | (190,651 | ) |
Total Liabilities and Stockholders’ Deficit | | $ | 442,874 | | | $ | 317,383 | |
See accompanying notes to the consolidated financial statements.
ABCO ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2015 and 2014
| | 2015 | | | 2014 | |
| | | | | | |
Revenues | | $ | 1,889,435 | | | $ | 1,315,660 | |
| | | | | | | | |
Cost of Sales | | | 1,311,084 | | | | 1,081,347 | |
| | | | | | | | |
Gross Profit | | | 578,351 | | | | 234,313 | |
| | | | | | | | |
Operating Expenses: | | | | | | | | |
| | | | | | | | |
Selling, General & Administrative | | | 733,038 | | | | 837,862 | |
| | | | | | | | |
Loss from operations | | | (154,687 | ) | | | (603,549 | ) |
| | | | | | | | |
Other expenses | | | | | | | | |
| | | | | | | | |
Interest on notes payable | | | 60,136 | | | | 33,638 | |
| | | | | | | | |
Loss before provision for income taxes | | | (214,823 | ) | | | (637,187 | ) |
| | | | | | | | |
Provision for income tax | | | - | | | | - | |
| | | | | | | | |
Net loss | | $ | (214,823 | ) | | $ | (637,187 | ) |
| | | | | | | | |
Net loss Per Share (Basic and Fully Diluted) | | $ | (0.01 | ) | | $ | (0.03 | ) |
| | | | | | | | |
Weighted average number of common shares used in the calculation | | | 2,734,867 | | | | 2,026,705 | |
See accompanying notes to the consolidated financial statements.
ABCO ENERGY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICITFOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
| | Common Stock | | | Additional | | | | | | Total | |
| | Shares | | | Amount $0.001Par | | | Paid in Capital | | | Accumulated Deficit | | | Stockholders’ Deficit | |
| | | | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 1,776,858 | | | $ | 17,768 | | | $ | 1,244,520 | | | $ | (1,164,833 | ) | | $ | 97,455 | |
| | | | | | | | | | | | | | | | | | | | |
Common shares issued under private placement offering net of expenses | | | 592,710 | | | | 5,927 | | | | 371,154 | | | | - | | | | 377,081 | |
| | | | | | | | | | | | | | | | | | | | |
Legal & administrative expense- public offering | | | - | | | | - | | | | (28,000 | ) | | | - | | | | (28,000 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | | - | | | | - | | | | (637,187 | ) | | | (637,187 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2014 | | | 2,369,568 | | | $ | 23,695 | | | $ | 1,587,674 | | | $ | (1,802,020 | ) | | $ | (190,651 | ) |
| | | | | | | | | | | | | | | | | | | | |
Common shares issued under private placement offering - net of expenses | | | 692,538 | | | | 6,926 | | | | 298,353 | | | | - | | | | 305,279 | |
| | | | | | | | | | | | | | | | | | | | |
Legal & administrative expense- public offering | | | - | | | | - | | | | (58,616 | ) | | | - | | | | (58,616 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) for the period | | | - | | | | - | | | | - | | | | (214,823 | ) | | | (214,823 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2015 | | | 3,062,106 | | | $ | 30,621 | | | $ | 1,827,411 | | | $ | (2,016,843 | ) | | $ | (158,811 | ) |
See accompanying notes to the consolidated financial statements.
ABCO ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2015 and 2014
| | 2015 | | | 2014 | |
Cash Flows From Operating Activities: | | | | | | |
Net loss | | $ | (214,823 | ) | | $ | (637,187 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | |
Depreciation | | | 16,148 | | | | 13,538 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 124,606 | | | | (83,288 | ) |
Costs and estimated earnings in excess of billings on contracts in progress | | | (251,339 | ) | | | - | |
Inventory | | | (2,010 | ) | | | (10,870 | ) |
Other current assets | | | - | | | | (8,456 | ) |
Accounts payable and accrued expenses | | | 57,970 | | | | 236,053 | |
Net cash used in operating activities | | | (269,448 | ) | | | (490,210 | ) |
| | | | | | | | |
Cash Flows From Investing Activities: | | | | | | | | |
Purchase of vehicles, furniture & equipment | | | (859 | ) | | | (27,679 | ) |
Product and lease deposits | | | 2,894 | | | | ( 2,045 | ) |
| | | | | | | | |
Net cash provided by (used for) investing activities | | | 2,035 | | | | (29,724 | ) |
| | | | | | | | |
Cash Flows From Financing Activities: | | | | | | | | |
Notes payable – other | | | 71,226 | | | | 40,552 | |
Proceeds from long term debt | | | - | | | | 54,829 | |
Payments on long term debt | | | (45,489 | ) | | | 8,419 | |
Proceeds of related party notes payable | | | 9,944 | | | | - | |
Proceeds from sale of common stock – net of expenses | | | 246,663 | | | | 349,081 | |
| | | | | | | | |
Net cash provided by financing activities | | | 282,344 | | | | 452,881 | |
| | | | | | | | |
Net increase (decrease) in cash | | | 14,931 | | | | (67,053 | ) |
Cash, beginning of period | | | 25,104 | | | | 92,157 | |
Cash, end of period | | $ | 40,035 | | | $ | 25,104 | |
Supplemental disclosures of cash flow information:
Cash paid for interest | | $ | 60,136 | | | $ | 33,638 | |
See accompanying notes to the consolidated financial statements.
ABCO ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2015 and 2014
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 and acquired all of 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 division prior to the exchange to approximately 9% of the post-exchange outstanding common shares.
The Company now has 50,000,000 common shares authorized and no preferred shares are currently authorized or issued as of the date of this report.
The Company is in the Photo Voltaic (PV) solar systems industry and is an electrical product and services supplier. The Company plans to build out a network of operations in major cities in the USA in order to establish a national base of PV suppliers, lighting suppliers and electrical service operations centers. This combination of services, solar and electric, provides the company with a solid base in the standard electrical services business and a solid base in the growth markets of solar systems industry.
OVERVIEW
As of December 31, 2015, we operated in 3 locations in Arizona. The Company plan is to expand to more locations in North America in the next year as funding becomes available. We believe that the solar and energy efficiency business functions better if the employees are local individuals working and selling in their own community. Our customers have indicated a preference for dealing with local firms and we will continue our focus on company-owned integrated product and services offices. Once a local firm is established, growth tends to come from experience, quality and name recognition. We remain committed to high quality operations.
DESCRIPTION OF PRODUCTS
ABCO sells and installs Solar Photovoltaic electric systems that allow the customer to produce their own power on their residence or business property. These products, installed by our crews, are purchased from both USA and offshore manufacturers. We have available and utilize many suppliers of US manufactured solar products from such companies as Sunpower, UpSolar, Mage, Siliken Solar, Westinghouse Solar, Schuco and various Chinese suppliers. In addition, we purchase from a number of 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 UP solar, Sunpower, Suncap and AEFC that are offered to ABCO customers and other marketing and installation organizations.
ABCO also sells and installs energy efficient lighting products, 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.
ABCO has Arizona statewide approval as a registered electrical services and solar products installer. Our license is ROC 258378 electrical and we are fully licensed to offer commercial and residential electrical services and solar.
The ABCO subsidiary, Alternative Energy Finance Corporation, (AEFC) a Wyoming Company provides funding for leases of photovoltaic systems. AEFC financed its owned leases from its own cash and now arranges financing with funds provided by other lessors. AEFC has not completed any new leases since 2011, but intends to do so as cash becomes available.
Note 2 Summary of significant accounting policies
Critical Accounting Policies and Use of Estimates
These financial statements consist of the consolidated financial positions and results of operations of both the parent, ABCO Energy, Inc. and the subsidiary companies. In the opinion of Management, all adjustments necessary for a fair statement of results for the fiscal years presented have been included. These financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) generally accepted in the United States of America.
GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets. On an on-going basis, the Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets, income taxes, equity-based compensation, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.
The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent for other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.
Cash and Cash Equivalents
There are only cash accounts included in our cash equivalents in these statements. For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents. There are no short term cash equivalents reported in these financial statements.
Property and Equipment
Property and equipment are to be stated at cost less accumulated depreciation. Depreciation is recorded on the straight-line basis according to IRS guidelines over the estimated useful lives of the assets, which range from three to ten years. Maintenance and repairs are charged to operations as incurred.
Revenue Recognition
The Company generates revenue from sales of solar products, LED lighting, installation services and leasing fees. During the last fiscal year the company had product sales as follows:
Sales Product and Services Description | | 2015 | | | 2014 | |
Solar PV residential and commercial sales | | $ | 1,827,361 | | | | 97 | % | | $ | 1,160,296 | | | | 88 | % |
Solar thermal residential -commercial | | | 0 | | | | 0 | % | | | 11,112 | | | | 1 | % |
ABCO LED & energy efficient lighting | | | 59,964 | | | | 3 | % | | | 143,783 | | | | 11 | % |
Interest Income | | | 2,110 | | | | 0 | % | | | 469 | | | | 0 | % |
Total revenue | | $ | 1,889,435 | | | | 100 | % | | $ | 1,315,660 | | | | 100 | % |
The Company recognizes product revenue, net of sales discounts, returns and allowances, in accordance Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”) and ASC 605. These statements establish that revenue can be recognized when persuasive evidence of an arrangement exists, delivery has occurred and all significant contractual obligations have been satisfied, the fee is fixed or determinable, and collection is considered probable.
Our revenue recognition is recorded on the percentage of completion method for sales and installation revenue and on the accrual basis for fees and interest income. We recognize and record income when the customer has a legal obligation to pay. All of our revenue streams are acknowledged by written contracts for any of the revenue we record. There are no differences between major classes of customers or customized orders. We record discounts, product returns, rebates and other related accounting issues in the normal business manner and experience very small number of adjustments to our written contractual sales. There are no post-delivery obligations because warranties are maintained by our suppliers. Our lease fees are earned by providing services to contractors for financing of solar systems. Normally we will acquire the promissory note (lease) on a leased system that will provide cash flow for up to 20 years. Interest is recorded on the books when earned on amortized leases.
Accounts Receivable and work-in-progress
The Company recognizes revenue upon delivery of product to customers and does not make bill-and-hold sales. Contracts spanning reporting periods are recorded on the percentage of completion method, based on the ratio of total costs to total estimated costs by project, for recognition of revenue and expenses. Accounts receivable includes fully completed and partially completed projects and partially billed statements for completed work and product delivery.
Inventory
The Company records inventory of construction supplies at cost using the first in first out method.
Income Taxes
The company has net operating loss carryforwards as of December 31, 2015 totaling approximately $1,950,745. A deferred tax benefit of approximately $663,000 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 NOL carryforward expires according to the following schedule:
Year Ending December 31: | | Amount | |
2035 | | $ | 214,823 | |
2034 | | $ | 635,517 | |
2033 | | $ | 622,474 | |
2032 | | $ | 164,119 | |
2031 | | $ | 182,908 | |
2030 | | $ | 130,897 | |
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.
Stock-Based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
Effects of Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements.
Per Share Computations
Basic net earnings per share are computed using the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and the dilutive potential common shares outstanding during the period.
Reclassification
Certain reclassifications have been made to conform to prior periods’ data to the current presentation. These reclassifications had no effect on reported income.
Note 3 Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. The Company incurred a net loss of $214,823, net cash flow used in operations of $269,448 and accumulated net losses from inception through the period ended December 31, 2015 of $2,016,843. In addition, the Company’s development activities since inception have been financially sustained through capital contributions from shareholders.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or 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 warranty as a significant or material risk.
Note 5 Accounts Receivable and Work in Process
Accounts receivable as of December 31, 2015 and 2014, consists of the following:
Description | | 2015 | | | 2014 | |
Completed contracts | | $ | 39,100 | | | $ | 164,706 | |
Contracts in progress | | | - | | | | - | |
Total | | $ | 39,100 | | | $ | 164,706 | |
Work in process consists of costs recorded and revenue earned on projects recognized on the percentage of completion method for work performed on contracts in progress at December 31, 2015 and 2014. The company records contracts for future payments based on contractual agreements entered into at the inception of construction contracts. Amounts are payable from customers based on milestones established in each contract. Amounts are billed in advance and unearned profits are netted against the billed amounts such that accounts receivable reflect current amounts due from customers on completed projects and amounts earned on projects in process are reflected in the balance sheet as costs and estimated earnings in excess of billings on contracts in progress. Work in progress as of December 31, 2015 and 2014 consists of the following:
Description | | 2015 | | | 2014 | |
Costs incurred on uncompleted contracts | | $ | 1,519,570 | | | $ | - | |
Estimated earnings | | | 290,037 | | | | - | |
| | | 1,809,607 | | | | - | |
Less billings to date | | | 1,557,268 | | | | - | |
Total | | $ | 252,339 | | | $ | - | |
| | | | | | | | |
Reflected in the balance sheet as: | | | | | | | | |
Costs and estimated earnings in excess of billings on contracts in process | | $ | 252,339 | | | $ | - | |
Billings in excess of costs and estimated earnings on contracts in process | | | - | | | | - | |
Total | | $ | 252,339 | | | $ | - | |
Note 6 Inventory
Inventory of construction supplies not yet charged to specific projects was $51,255 and $49,245 as of December 31, 2015 and 2014, respectively.
Note 7 Security deposits and Long Term Commitments
The Company has paid security deposits on the three rented spaces it occupies for offices and warehouse which total $4,945 on December 31, 2015 and $7,235 on December 31, 2014.
ABCO leases a 1,200 square foot office and warehouse in an industrial park in Phoenix Arizona for a monthly rental of $1,254 which expires on February 28, 2016. The aggregate total rent due on this lease through expiration is $2,508.
There is no lease on the Williams, Arizona property because this office is located in the office of a Director and no lease has been established.
On May 1, 2014 the Company rented office and warehouse space at 2100 N. Wilmot #211, Tucson, Arizona 85712. This facility consists of 2,400 square feet and the two year lease with monthly rent of $1,894 and it is expiring on April 30, 2016. ABCO has a forward commitment of $7,576.
Note 8 Alternative Energy Finance Corporation (AEFC)
AEFC is a wholly owned subsidiary of ABCO Energy. AEFC provides funding for leases of photovoltaic systems. AEFC finances its leases from cash payments from its own cash or from single payments or long term leases from lessees. Long term leases recorded on the consolidated financial statements were $12,689 and $13,293 at December 31, 2015 and December 31, 2014 respectively.
During October, 2014 one of the AEFC leases defaulted and AEFC repossessed the solar system with a balance due totaling $7,577 in unpaid lease principal. AEFC sold the full system after removal and installation for $12,000 during the last quarter of 2014.
Note 9 Property and equipment
The Company has acquired all of its office and field work equipment with cash payments and financial institution loans. During the year ended December 31, 2015 the company acquired lease hold improvements, office equipment, boom truck, trailer and auto for the sum of $859 and 27,679 in 2014. The total fixed assets consist of vehicles, office furniture, tools and various equipment items and the totals are as follows:
Asset | | December 31, 2015 | | | December 31, 2014 | |
Equipment | | $ | 100,846 | | | $ | 99,987 | |
Accumulated depreciation | | | 58,335 | | | | 42,187 | |
Net Fixed Assets | | $ | 42,511 | | | $ | 57,800 | |
Depreciation expenses for the years ended December 31, 2015 and 2014 was $16,148 and $13,538 respectively.
Note 10 Notes Payable Officers and Related Party Transactions
Officer loans are demand notes totaling $69,944 and $60,000, respectively, as of December 31, 2015 and December 31, 2014. These notes provide for interest at 12% per annum and are unsecured. Notes payable to the Directors resulted in interest charges of $7,979 and $7,222 for the periods ended December 31, 2015 and December 31, 2014, respectively.
Note 11 Long Term Debt
During the year ended December 31, 2014 the company financed a truck acquisition with loans from Ascentium Capital, a Texas based financial entity. The following table describes the purpose and terms of the loans.
Lender | | | Date of Loan | | Original Loan | | Purpose | | Interest Rate | | Term | | Current Portion | | Long Term Portion | |
Ascentium Capital | | | 09/01/14 | | | $ | 14,975 | | Truck loan | | | 9 | % | 36 Months | | $ | 4,048 | | | $ | 5,292 | |
This debt is collateralized by the truck title of the acquired vehicle. The loan is personally guaranteed by the officers of the Company.
During the year ended December 31, 2015 and 2014, ABCO borrowed working capital loans from lenders as described in the following table:
Lender | | Date of Loan | | | Original Loan | | Purpose | | Interest Rate | | Term | | Current Portion | | | Long Term Portion | |
Orchard St. Funding | | | 11-25-15 | | | $ | 50,000 | | Credit Line | | | 20 | % | 6 Months | | $ | 45,240 | | | $ | 0 | |
Ascentium Capital | | | 08-27-14 | | | $ | 50,000 | | Credit Line | | | 24 | % | 18 Months | | | 6,705 | | | $ | 0 | |
Private lender | | Var 2015 | | | $ | 59,833 | | Credit Line | | | 12 | % | Demand | | | 59,833 | | | $ | 0 | |
Total due at 12-31-15 | | | | | | | | | | | | | | | | $ | 111,778 | | | | | |
Note 12 Stockholder’s Equity and Deficit
In March 1, 2013 the Company began a third European private placement offering of restricted common stock to non USA citizens only. The offering consisted of up to 1,000,000 shares of common stock offered at the price of $0.33 USD per share. As of December 31, 2014, the Company had sold 904,377 shares.
During the fiscal year ended December 31, 2014 the Company sold 477,534 shares in this Regulation S offering to non-US investors. The total proceeds from the offering was $1,124,834, interest and other expenses totaled $52,568. Commission and expense reimbursements totaled $695,185. The Company recorded net proceeds totaling $377,081. There were no shares issued to pay interest in 2014, however cash payments on interest totaled $25,081.
During the fiscal year ended December 31, 2015 the Company sold 468,538 shares under this Regulation S offering to non-US investors. The total proceeds from the offering was $890,969, commission and expense reimbursements totaled $585,690. The Company recorded net proceeds totaling $305,279.
Stock subscriptions executed under this offering include 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 under this agreement and charged to additional paid-in capital for the years ended December 31, 2015 and 2014, amounted to $56,454 and $12,350, respectively. Total amounts paid under this agreement and charged to interest expense for the years ended December 31, 2015 and 2014, amounted to $13,242 and $2,987, respectively.
ABCO has evaluated these agreements under AS 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.
Accrued but unpaid dividends (defined as interest) at December 31, 2015 and 2014 amounted to $45,151 and $42,722, respectively. This offering began on March 1, 2013 and consisted of up to 1,000,000 shares of common stock offered at the price of $0.33 USD per share. As of December 31, 2015, the Company had sold 945,621 shares.
On September 15, 2015 the Company entered into a consulting contract with Adamas Fund, LLC (AFL), a Chicago based investment banking group providing for the issuance of a Regulation 144A bond offering that will be sold to QIBs (qualified institutional buyers) with a minimum raise of $5,000,000 USD on a best efforts basis. The bond will be sold by several broker dealers globally and will be used in the implementation of ABCO’s future growth plans and for future acquisitions. The ABCO bond will carry no interest for years 1-3 and a low annual coupon rate of 6.5% for years 4-10 with a 10 year maturity date. The bond may be convertible into common stock under certain circumstances. Rule 144A Securities Act of 1933 provides an exemption from the registration requirements of the Securities Act of 1933 for certain private transactions of minimum $100,000 units of restricted securities to qualified investors which generally are large institutional investors that own at least $100 million in investable assets. AFL will receive an aggregate advisory fee of $150,000 in connection with the issuance of the bonds. The first $75,000 was paid by the issuance of 37,500 shares of registered common stock on or about November 19, 2015. The remaining $75,000 will be paid upon delivery to the Company of the definitive form of the bonds in form and substance satisfactory to the Company. The Company, at its option, can pay in cash or in registered shares of common stock.
During November, 2015 the Company issued an aggregate of 77,500 shares to financial consulting entities for services relating to fund raising activities and to law firms for legal fees and expenses incurred for public share registrations and other business related activities. The total issuance was valued at $85,250 for fair market value as negotiated and that amount is charged to additional paid in capital.
On November 30, 2015, the Company entered into a Consultant Agreement [“CA”] with TEN Associates LLC (“Consultant”) which provides for Consultant to perform general corporate and business consulting services and other related activities as directed by the Company. In consideration for rendering such services, Consultant was to be paid a consulting fee consisting of any aggregate of 400,000 registered shares. The first 100,000 of such shares were issued to the Consultant on or about December 7, 2015. The Consultant immediately sold the shares to market contrary to the agreement between the parties. On January 15, 2016 this contract was cancelled for cause and demand was issued for the return of the shares. The remaining 300,000 of the shares were never issued and no shares have been recovered as of the date of this report.
During December, 2015 the Company sold 10,000 shares of its S1 offering to a foreign individual and the Company received $20,000 gross proceeds.
In March 18, 2014 a Company founder cancelled the original issue 600,000 shares to satisfy a requirement for FINRA approval of the Company name change and roll back of ENYC shares.
In September, 2014 the Company issued an aggregate of 110,000 shares to financial consulting entities for services relating to fund raising activities and to law firms for legal fees and expenses incurred for public share registrations and other business related activities. These shares were issued after the SEC order dated September 11, 2013 declaring effective the offering statement registered pursuant to Regulation A under section 3(b) of the Securities act of 1933, as amended. The shares were issued to legal consultants for assistance with the Form 10 and the 15c211 filing and for consultants who have assisted in the funding of the Company, as aforesaid. The total issuance was valued at $220,000 for fair market value as negotiated and that amount is charged to additional paid in capital.
Additional shares sold plus the cancellation resulted in the total number of common shares outstanding to be 3,062,106 and 2,369,568 as of December 31, 2015 and December 31, 2014 respectively.
Note 13 Subsequent Events
From January 1, 2016, through March 26, 2016, the Company sold an aggregate of 130,329 shares of restricted stock with prices ranging from $.010 to $.015 with gross proceeds of $190,201 and received an approximate of $ $66,682 of net proceeds from such sales. Commissions and expense reimbursements were paid to foreign agents for Regulation S offerings by the Company in the amount of $123,349. There were no cash payments for shareholder interest in 2016.
On January 15, 2016, the Company’s Board of Directors (the “Board”), after careful consideration, approved our 2016 Stock Option and Incentive Stock Plan (the “Plan”), pursuant to which the Company will reserve for issuance thereunder 1,000,000 shares of the Company’s authorized Common Stock.
The Plan enables the Board to provide equity-based incentives through grants of Awards to the Company’s present and future employees, directors, consultants and other third party service providers. Shares issued under the Plan through the settlement, assumption or substitution of outstanding Awards or obligations to grant future Awards as a condition of acquiring another entity will not reduce the maximum number of shares of Common Stock reserved for issuance under the Plan. In addition, the number of shares of Common Stock subject to the Plan, any number of shares subject to any numerical limit in the Equity Incentive Plan, and the number of shares and terms of any incentive award may be adjusted in the event of any change in our outstanding Common Stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.
On January 20, 2016 the Company borrowed $150,000 from WebBank for the purpose of working capital. The loan required that the Company payoff the loan made on November 25, 2015 from Orchard Street Financing. The balance of the Orchard Street loan at date of payoff was $44,523 and the Company received the balance of the proceeds in the amount of 105,479. The daily payments on the WebBank loan will be $645.10. The loan has a twelve month maturity and the total interest charges will be $31,000, or approximately 21%.
On March 11, 2016, the Company entered into a Professional Relations and Consulting Agreement [“CA”] with Acorn Management Partners LLC (“Consultant”) which provides for Consultant to perform general corporate and business consulting services and other related activities as directed by the Company, including, but not limited to, the distribution of Company information/news releases on a daily basis, using social media to create a full awareness of the Company and its business, and the preparation of research reports for industry analysts. The CA has a seven month term expiring on September 11, 2016. The term may be extended by a new written mutual agreement on terms to be agreed upon.
In consideration for rendering such services, Consultant will be paid a consulting fee consisting of monthly cash payments totaling $441,250 beginning with a first payment of $40,000 due March 31, 2016, $83,000 due April 29, 2016 and $78,000 due on each of May 30th, June 30th, July 29th and August 30, of 2016. In addition, Consultant will receive as of (i) March 11, 2016, 50,000 freely tradeable shares of the Company common stock, without any transfer restrictions whatsoever thereon; and (ii) 75,000 restricted shares of common stock on May 30, 2016 and on August 30, 2016. All shares issuable under the CA are deemed to have been fully earned by Consultant as of the date of the CA, March 11, 2016.
The Consultant was also granted limited registration rights under certain circumstances. The CA is renewable for additional one year terms upon the written notice from one party to the other. The terms of any such renewed CA shall be agreed to in writing between the parties.
Concurrently with the execution of the CA, the Company entered into an Agreement dated March 11, 2016 with Equisolve, Inc. for the design and development of a new Company Website and for the monthly maintenance thereof. The term is for one year with automatic renewal for one year period unless cancelled 60-days in advance of the end of the then current year. The fee to design the Website is $12,500, of which $6,250 was paid on signing the CA.
On March 23, 2016, the Company issued a two year $250,000 convertible promissory note to JMJ Financial, a Nevada sole proprietorship which bears interest at the rate of 12% per annum on the principal sum of the outstanding (“JMJ Note”). The JMJ Note is payable in installments of a minimum of $25,000 per drawdown. The Company drew down $25,000 on March 23, 2016. Under the terms of the JMJ Note; the current balance is now $31,111, which includes an original issue interest of $2,777.00, plus interest at the rate of 12% per annum. The JMJ Note is convertible at any time into shares of common stock at a conversion price equal to 60% of the lowest trade price in the 25 trading days previous to the conversion date.
On March 25, 2016, the Company received net proceeds of $35,000 after expenses, for a one (1) year $40,000 face amount of 8% Convertible Note in favor of EMA Financial, LLC (“EMA Note”). The EMA Note is convertible at any time into common stock at a conversion price equal to the lower of (i) the closing sale price on the day immediately preceding the date of funding and (ii) 50% of the lowest closing sale price for the 25 consecutive trading days immediately preceding the conversion date.
ABCO ENERGY, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2016
TABLE OF CONTENTS
ABCO ENERGY, INC.
CONSOLIDATED BALANCE SHEETS(UNAUDITED)
| | September 30, 2016 | | | December 31, 2015 | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash | | $ | 16,484 | | | $ | 40,035 | |
Accounts receivable on completed projects | | | 40,091 | | | | 39,100 | |
Accounts receivable on construction work in process | | | 137,109 | | | | 252,339 | |
Inventory | | | 46,327 | | | | 51,255 | |
| | | | | | | | |
Total Current Assets | | | 240,011 | | | | 382,729 | |
Fixed Assets | | | | | | | | |
Vehicles, office furniture & equipment – net of accumulated depreciation | | | 32,625 | | | | 42,511 | |
Other Assets | | | | | | | | |
Investment in long term leases | | | 12,204 | | | | 12,689 | |
Security deposits | | | 3,100 | | | | 4,945 | |
| | | | | | | | |
Total Other Assets | | | 15,304 | | | | 17,634 | |
| | | | | | | | |
Total Assets | | $ | 287,940 | | | $ | 442,874 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued expenses | | $ | 428,545 | | | $ | 410,623 | |
Equipment loan - current portion | | | 5,683 | | | | 4,048 | |
Derivative liability on convertible debt | | | 332,517 | | | | - | |
Convertible notes payable net of discount | | | 102,476 | | | | | |
Billing in excess of cost and estimated earnings on projects in process | | | 225,987 | | | | - | |
Merchant loans | | | 160,754 | | | | 111,778 | |
Notes payable – related parties | | | 140,082 | | | | 69,944 | |
| | | | | | | | |
Total Current Liabilities | | | 1,396,044 | | | | 596,393 | |
| | | | | | | | |
Long term portion of equipment financing | | | - | | | | 5,292 | |
Long-term derivative liabilities | | | 43,358 | | | | - | |
Convertible notes payable net of discount | | | 6,649 | | | | - | |
Long Term Debt- net of current portion | | | 50,007 | | | | 5,292 | |
| | | | | | | | |
Total Liabilities | | | 1,446,051 | | | | 601,685 | |
| | | | | | | | |
Stockholders’ Deficit | | | | | | | | |
Common stock, 500,000,000 shares authorized, $0.001 par value, 4,106,589 and 3,062,106 outstanding at September 30, 2016 and December 31, 2015 respectively. | | | 41,066 | | | | 30,621 | |
Additional paid in capital | | | 1,926,640 | | | | 1,827,411 | |
Accumulated deficit | | | (3,125,817 | ) | | | (2,016,843 | ) |
Total Stockholders’ Deficit | | | (1,158,111 | ) | | | (158,811 | ) |
| | | | | | | | |
Total Liabilities and Stockholders’ Deficit | | $ | 287,940 | | | $ | 442,874 | |
See accompanying notes to the unaudited consolidated financial statements.
ABCO ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| | For the Three Months Ended | | | For the Nine Months Ended | |
| | September 30, 2016 | | | September 30, 2015 | | | September 30, 2016 | | | September 30, 2015 | |
Revenues | | $ | 146,547 | | | $ | 610,317 | | | $ | 512,075 | | | $ | 1,231,100 | |
Cost of Sales | | | 119,062 | | | | 119,783 | | | | 619,551 | | | | 555,414 | |
Gross Profit | | | 27,485 | | | | 490,534 | | | | (107,476 | ) | | | 675,686 | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Selling, General & Administrative | | | 188,860 | | | | 190,674 | | | | 562,206 | | | | 516,521 | |
Income (Loss) from operations | | | (161,375 | ) | | | 299,860 | | | | (669,682 | ) | | | 159,165 | |
Other expenses | | | | | | | | | | | | | | | | |
Interest on notes payable | | | (38,393 | ) | | | (14,855 | ) | | | (93,252 | ) | | | (44,562 | ) |
Amortization of debt discount | | | (65,741 | ) | | | | | | | (118,314 | ) | | | | |
Derivative valuation interest expense | | | 278,910 | | | | - | | | | (227,726 | ) | | | - | |
Net (loss) earnings | | $ | 13,401 | | | $ | 285,005 | | | $ | (1,108,974 | ) | | $ | 114,603 | |
Net (loss) earnings per share (Basic and fully diluted) | | $ | 0.01 | | | $ | 0.10 | | | $ | (0.01 | ) | | $ | 0.04 | |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares used in the calculation | | | 3,707,274 | | | | 2,697,004 | | | | 3,584,348 | | | | 2,631,911 | |
See accompanying notes to the financial statements.
ABCO ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | For the Nine Months Ended | |
| | September 30, 2016 | | | September 30, 2015 | |
Cash Flows from Operating Activities: | | | | | | |
Net Loss for the period | | $ | (1,108,974 | ) | | $ | 114,603 | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Depreciation expense | | | 9,886 | | | | 12,773 | |
Accrual of interest expense on derivative valuation | | | 375,875 | | | | - | |
Increase (decrease) in accounts receivable on completed projects | | | (991 | ) | | | (123,461 | ) |
Decrease in accounts receivable on in-completed projects | | | 115,230 | | | | | |
Change in inventory | | | 4,928 | | | | 4,685 | |
Proceeds from billings in excess of costs on projects | | | 225,987 | | | | | |
Increase (decrease) in accounts payable & accrued expenses | | | 17,922 | | | | (135,852 | ) |
Net cash used in operating activities | | | (360,137 | ) | | | (127,252 | ) |
| | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | |
Acquisition of equipment | | | - | | | | (859 | ) |
Principal payments from long term leases | | | 485 | | | | 448 | |
Product and lease deposits | | | 1,845 | | | | 900 | |
Net cash provided by investing activities | | | 2,330 | | | | 489 | |
| | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | |
Loans from director and other related parties | | | 70,138 | | | | 8,000 | |
Loans from financial institution - net of payments on principal | | | 48,976 | | | | (23,660 | ) |
Proceeds from convertible notes derivative valuation | | | 109,125 | | | | | |
Proceeds from common stock issuances – net of expenses | | | 106,017 | | | | 195,443 | |
Net cash provided by financing activity | | | 334,256 | | | | 179,783 | |
| | | | | | | | |
Net Increase (Decrease) in cash | | | (23,551 | ) | | | 53,020 | |
Cash at the Beginning of the Period | | | 40,035 | | | | 25,104 | |
Cash at the End of the Period | | $ | 16,484 | | | $ | 78,124 | |
Supplemental Disclosure: | | | | | | |
Cash paid for interest | | $ | 93,252 | | | $ | 44,562 | |
Consulting fees paid with common stock – at market value | | $ | 15,000 | | | $ | 232,500 | |
Income taxes paid | | $ | - | | | $ | - | |
See accompanying notes to unaudited consolidated financial statements.
ABCO ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016
(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 and acquired all of the assets of ABCO. ENYC changed its name to ABCO Energy, Inc. on October 31, 2011. The Company is in the Photo Voltaic (PV) solar systems industry, sells energy efficient lighting (LED) and is an electrical product and services supplier.
The Company prepared these financial statements according to the instructions for Form 10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles in the United States. However, the Company has recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first Nine Months of 2016. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015. The income statement for the Nine Months ended September 30, 2016 cannot necessarily be used to project results for the full year.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include, but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities.
Income (Loss) per Share
Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since ABCO Energy has incurred losses for all periods except the current period, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation. In addition, there are no common stock equivalents outstanding at the time of this report.
Effects of Recently Issued Accounting Pronouncements
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company plans to adopt ASU No.2015-03 regarding the presentation of debt issuance cost from fiscal year 2016.
Note 2 Summary of Significant Accounting Policies
Fair Value of Financial 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 in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value.
Derivative Financial Instruments
Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if these 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.
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. As a result, the Company incurred accumulated net losses from inception through the period ended September 30, 2016 of $(3,125,817). In addition, the Company’s development activities since inception have been financially sustained through capital contributions from shareholders.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
Note 4 Note Payable – Officers and Directors
Related party notes payable as of September 30, 2016 and December 31, 2015 consists of the following:
Description | | September 30, 2016 | | | December 31, 2015 | |
Notes payable – officers and directors bearing interest at 12% per annum, unsecured, demand notes. | | $ | 100,501 | | | $ | 69,944 | |
Note payable – other bearing interest at 12% per annum, unsecured, demand note. | | | 39,581 | | | | - | |
Total | | $ | 140,082 | | | $ | 69,944 | |
Officers, directors and other related individual’s loans are demand notes totaling $140,082 as of September 30, 2016 and $69,944 as of December 31, 2015. The total consists of two notes from Officer/Directors.
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 $1,815 for current period and $18,061 accrued and unpaid at September 30, 2016.
The second note was increased by $30,557 during the current period, which increased the total note to $40,501 as of September 30, 2016. The note is an unsecured demand note and bears interest at 12% per annum. This note resulted in an interest charge of $1,225 for the current period and $3,772 accrued and unpaid at September 30, 2016. An additional loan of $33,000 was made by this officer in October, 2016.
The third note is from a related party and has a current balance of $39,581 as of September 30, 2016. The note is an unsecured demand note and bears interest at 12% per annum. This note resulted in an interest charge of $1,200 for the current period and $4,096 accrued and unpaid at September 30, 2016.
Note 5 Short Term Notes Payable
Description | | September 30, 2016 | | | December 31, 2015 | |
Note payable - Credit line, payable to Ascentium Capital, bearing interest at 24% per annum, unsecured, paid in full in February 2016. | | $ | - | | | $ | 6,706 | |
Note payable – Orchard Street Funding – This loan was paid off in January, 2016 | | | - | | | | 45,240 | |
Note payable – other bearing interest at 12% per annum, unsecured, demand note. | | | - | | | | 59,832 | |
Merchant Note payable to Web Bank, borrowed 2-1-16, bearing interest at 23% per annum, unsecured, matures in March, 2017. (2) | | | 85,256 | | | | - | |
Merchant Note payable to Quarterspot Lending, borrowed 6-27-16, bearing interest at 31% per annum, unsecured, matures in September, 2017. (3) | | | 38,360 | | | | - | |
Merchant note payable to Premier Capital Funding, borrowed 7-12-16, bearing interest at 29% per annum, unsecured, maturing November 28, 2016. (4) | | | 37,138 | | | | | |
Total | | $ | 160,754 | | | $ | 111,778 | |
On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank. The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $$44,061. On August 22, 2016, the Company ceased making payments on this loan and at September 30, 2016 the Company owed $82,010 in principal and accrued interest of $3,246 for a total balance due of $85,256. This loan is personally guaranteed by an Officer of the Company. No default notice has been received by the Company on the loan as of November 16, 2016.
On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan. As of September 30, 2016, the Company owed $36,097 in principal and accrued interest of $2,263, resulting in a balance of $38,360. This loan is not personally guaranteed by an Officer of the Company. No default notice has been received by the Company on the loan as of November 16, 2016.
On July 12, 2016, the Company financed operations with a loan in the amount of $45,000 from Premier Capital Funding, LLC, a lending institution. The note is an open line with interest rate of approximately 29% maturing in November 28, 2016. On August 22, 2016, the Company ceased making payments on this loan. The Company owed $35,363 in principal and accrued interest of $1,815 and had a total balance of $37,178 as of September 30, 2016. This loan is personally guaranteed by an Officer of the Company. No default notice has been received by the Company on the loan as of November 16, 2016.
As indicated above, on August 22, 2016, the Company ceased payments on all three of the above notes and has been negotiating more favorable payment arrangements and payoff consolidation of this debt. If the Company is not successful in this process the note holders may take legal action to collect to collect their respective debt against the Company and/or its officers.
Note 6 Long term debt
Long term debt as of September 30, 2016 and December 31, 2015 consisted of the following:
Description | | September 30, 2016 | | | December 31, 2015 | |
Note payable to Ascentium Capital, secured by truck, bearing interest at 9% per annum, matures in September, 2017. (1) | | $ | 5,682 | | | $ | 9,340 | |
Less current portion of truck loan | | | (5,682 | ) | | | (4,048 | ) |
Total long term debt net of current portion | | $ | 0 | | | | 5,292 | |
Note 7 – Convertible Debt
Description | | September 30, 2016 | | | December 31, 2015 | |
Six convertible promissory notes, in amount ranging from$27,777 to $55,000, maturing within from one year to two years, bearing interest ranging from 5% to 12% per annum, convertible into common stock at conversion prices ranging from 35% to 60% of the lowest price in the prior 20 to 25 trading days. The Company expects all debt will be converted to common shares. | | $ | 234,777 | | | $ | - | |
Less: debt discount | | | (234,777 | ) | | | - | |
Less: conversions | | | (9,189 | ) | | | - | |
Add: amortization of debt discount | | | 118,314 | | | | - | |
Balance of convertible debt, net | | | 109,125 | | | | - | |
Less: current portion | | | 102,476 | | | | - | |
Long-term convertible debt, net | | $ | 6,649 | | | $ | - | |
Debt Discount
During the nine months ended September 30, 2016, the Company recorded debt discounts totaling $234,777 and amortized debt discount of $118,314 resulting in the following net discount at September 30, 2016:
| | September 30, 2016 | | | December 31, 2015 | |
Debt discount | | $ | 234,777 | | | $ | - | |
Accumulated amortization of debt discount | | | (118,314 | ) | | | - | |
Debt discount - net | | $ | 116,463 | | | $ | - | |
On March 23, 2016, the Company issued a two year $250,000 convertible promissory note to JMJ Financial, a Nevada sole proprietorship which bears interest at the rate of 12% per annum on the principal sum of the outstanding (“JMJ Note”). The Company drew down $25,000 on March 23, 2016. The $25,000 JMJ Note was converted into an aggregate of 12,688,015 Presplit shares of common stock through several conversions in October, 2016 and was considered paid in full on November 2, 2016.
On March 25, 2016, the Company received net proceeds of $35,000 after expenses, for a one (1) year $40,000 face amount of 8% Convertible Note in favor of EMA Financial, LLC (“EMA Note”). The EMA Note was converted into an aggregate of 43,444,952 presplit shares of common stock through several conversions in October and November, 2016 and was considered paid in full on November 3, 2016.
On April 1, 2016, the Company issued a one year $55,000 convertible promissory note to Essex Global Investment Corp. (“Essex”) which bears interest at the rate of 10% per annum on the principal sum of the outstanding (“Essex Note”). The Essex Note was converted into an aggregate of 25,648,486 presplit shares of common stock through several conversions in October and November, 2016 and was considered paid in full as of November 4, 2016.
On April 5, 2016, the Company received net proceeds of $33,300 after expenses, from a one (1) year $42,000 face amount of 5% Convertible Note in favor of Crown Bridge Partners, LLC (“CBP Note”). The CBP Note was converted into an aggregate of 64,169,000 presplit shares of common stock through several conversions in October and November, 2016 and was considered paid in full as of November 16, 2016.
On May 4, 2016, the Company received net proceeds of $33,750 after expenses, from a nine [9] month $40,000 face amount of 10% Convertible Note in favor of Auctus Fund, LLC (“AFL Note”). The AFL Note was partially converted into an aggregate of 15,042,000 presplit shares of common stock through several conversions in October and November, 2016 with a principal balance of $23,989.00 remaining unpaid as of November 16, 2016.
On May 9, 2016, the Company entered into an agreement with Adar Bays, LLC a Florida Limited Company (Adar), with respect to a private investment up to $60,000 of the convertible debt securities with a 9 month term. The $60,000 convertible debt is comprised of a $30,000 front-end note and one $30,000 back-end note. The principal and accrued interest under the notes will be convertible into shares of common stock of the Company. The Company does not intend to take down the back-end note. As of September 30, 2016, the Company had borrowed $30,000 against the front-end note and no additional funds were borrowed from Adar. The Adar note was partially converted into an aggregate of 4,242,424 presplit shares of common stock through several conversions in October and November, 2016 with a principal balance remaining of $23,000.00 as of November 16, 2016.
In accordance with the Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments, Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities require that instruments with embedded derivative features be valued at their market values. The Company hired a valuation consultant to value the Convertible Debentures for the derivative portion of the instruments. The Binomial model was used to value the derivative liability for the nine months period ending September 30, 2016 at $743,467, with a derivative liability adjustment to $375,875 as of September 30, 2016 including two conversions totaling $23,141. The total impact to the Consolidated Statement of Operations for the period ending September 30, 2016 is a negative $(346,040). The long term portion of this derivative liability is $43,358.
Note 8 Derivative Liabilities
The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities by September 30, 2016:
Description | | Amount | |
Derivative liabilities - December 31, 2015 | | $ | -0- | |
Add fair value at the commitment date for convertible notes issued during the current year | | | 743,467 | |
Fair value mark to market adjustment for derivatives from the first quarter | | | (344,451 | ) |
Reduce fair value due to conversions | | | (23,141 | ) |
Derivative liabilities - September 30, 2016 | | | 375,875 | |
Less: current portion | | | 332,517 | |
Long-term derivative liabilities | | $ | 43,358 | |
The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the notes. The Company recorded derivative interest expenses for the nine months ended September 30, 2016 of $227,726 after adjustments mentioned above and the total derivative discount liability of $485,000. The actual interest accrual on the convertible notes for the quarter ended September 30 2016 was $$4,670.
The Company recorded as a liability the amount of $743,467 and the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded change in fair value of derivative liabilities as an expense associated with financing for the three and nine month periods ended September 30, 2016 of $346,040 and $(213,169), respectively.
Derivative liabilities incurred during the period ended September 30, 2016 were valued based upon the following assumptions and key inputs:
| | Commitment | | Re-measurement | |
Assumption | | Date | | Date | |
Expected dividends: | | | | 0 | % | | | 0 | % |
Expected volatility: | | | | 679%-783 | % | | | 264%-660 | % |
Expected term (years): | | 1-2 years | | 0.34-1.72 years | |
Risk free interest rate: | | | | 0.51%-0.87 | % | | | 0.29%-0.73 | % |
Note 9 Fair Value of Financial Instruments
The following is the major category of liabilities measured at fair value on a recurring basis as of September 30, 2016, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (level 3)
| Fair Value Measurements at September 30, 2016 | |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Carrying Value | |
Derivative liabilities – debt | | $ | - | | | $ | - | | | $ | 375,875 | | | $ | 375,875 | |
Less: current portion | | | - | | | | - | | | | 332,517 | | | | 332,517 | |
Long-term portion | | $ | - | | | $ | - | | | $ | 43,358 | | | $ | 43358 | |
Note 10 Stockholder’s Equity
Common Stock
During the Nine Months period ended September 30, 2016, the Company issued 1,044,403 shares of common stock and received or credited gross proceeds of $474,700. The expenses of offering totaled $282,731. The net proceeds in the amount of $193,641 were used for working capital, corporate expenses, legal fees and public company expenses.
Options
The following table sets forth certain information regarding Option Awards as of September 30, 2016 for each executive officer of the Company who received such awards and all officers and directors as a group. None were outstanding as of the fiscal year ended December 31, 2015 (1) (2)
Name | | Number of securities underlying unexercised option exercisable | | | Option Exercise Price | | Option Expiration Date |
Charles O’Dowd | | | 400,000 | | | $ | 0.01 | | January 1, 2021 |
All Officers and Directors as a Group | | | 400,000 | | | $ | 0.01 | | January 1, 2021 |
(1) An aggregate of 620,000 stock awards are outstanding under the Equity Incentive Plan as of November 14, 2016.
(2) An aggregate of 45,000 Share Option Awards have been issued to 3 employees and 2 consultants of the Company at an exercise price of $0.01 per share expiring on 1/21/21.
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 September 30, 2016 excludes the common stock equivalents from convertible debt of the following potentially dilutive securities because their inclusion would be anti-dilutive:
| | September 30, 2016 | |
Convertible debt | | | 16,76,429 | |
Note 11 Subsequent Events
During the period from October 1, 2016 through November 16, 2016, the Company issued 1,231,607 shares of common stock and received or credited gross proceeds of $224,640. The expenses of the offering totaled $119,303. The net proceeds were used for working capital, corporate expenses, legal fees and public company expenses.
On September 2, 2016, the Company entered into a Consulting Agreement [“CA”] with Benchmark Advisory Partners (“Consultant”) which became effective on September 30, 2016 and which provides for Consultant to perform financial and business consulting services and other related activities, including, but not limited to, the introduction to the Company of public company services, capital resources, investor relation resources and legal and accounting services who may be of able to provide equity and debt financing. The CA has a six month term expiring on March 31, 2016. In consideration for rendering such services, on September 30, 2016, Consultant was paid a consulting fee consisting of 150,000 restricted shares of common stock.
Effective September 30, 2016, the Company entered into a Consulting Agreement (“CA”) with Joshua Tyrell (“Tyrell”) which provides for Tyrell to assist in various business development activities on behalf of the Company, including but not limited to realizing new business opportunities. In consideration for rendering such services, Tyrell was issued 150,000 free trading shares of Company common stock. The CA has a six month term expiring on March 31, 2017. On November 7, 2016, the CA was amended to provide for the payment of an additional 630,000 free-trading shares to Tyrell for services rendered due to the huge trading volume of the derivative conversions and to extend the term of the CA to nine (9) months
From October 7, 2016 through November 16, 2016, the Company issued an aggregate of 16,523,441 shares of its common stock upon conversions of six different convertible notes at conversion prices ranging from $0.0015 to $0.0047 per share. These issuances increased the number of outstanding shares to 21,786,638 shares at November 16, 2016. As a result of such issuances, four [4] of the notes were deemed paid in full. The total remaining principle amount of all convertible note debt outstanding at November 16, 2016 after all such conversions was approximately $46,989.00.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution |
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses of this offering in connection with the issuance and distribution of the securities being registered, all of which are to be paid by the Registrant, are as follows:
Registration Fee | | $ | 97.35 | |
Edgarizing | | $ | 4,000 | |
Legal Fees and Expenses | | $ | 75,000 | |
Accounting Fees and Expenses | | $ | 25,000 | |
Total | | $ | 104,097.35 | |
Item 14. | Indemnification of Directors and Officers |
Registration Fee | | $ | 606.00 | |
Edgarizing | | $ | 1,500.00 | |
Legal Fees and Expenses | | $ | 50,000.00 | |
Accounting Fees and Expenses | | $ | 2,000.00 | |
Total | | $ | 54,106.00 | |
Item 14. Indemnification of Directors and Officers
Our Articles of Incorporation include an indemnification provision under which we have agreed to indemnify our directors and officers from and against certain claims arising from or related to future acts or omissions as a director or officer of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
Item 15. | Recent Sales of Unregistered Securities |
Item 15. Recent Sales of Unregistered Securities
During the last three fiscal years and as of the date of this prospectus, the Company has had the following unregistered sales of its securities:
RECENT SALES AND UNREGISTERED SECURITIES
This is a list of all securities sold in the period dating from January 1, 2014 through November 30, 2016. All the share numbers are not adjusted for the 1-10 reverse stock split which took effect on January 13, 2017.
Year 2014 | | Date | | Shares | | | Amt. Paid | | | Comm. Paid | |
Watson, R | | 01/07/14 | | | 200,000 | | | | 50,000 | | | | 32,500 | |
Walker, B | | 01/08/14 | | | 60,000 | | | | 15,000 | | | | 9,750 | |
Tovar, J | | 01/21/14 | | | 250,000 | | | | 62,500 | | | | 40,625 | |
Thoelke, R | | 01/23/14 | | | 12,000 | | | | 3,000 | | | | 1,950 | |
Reig, F | | 01/27/14 | | | 80,000 | | | | 20,000 | | | | 13,000 | |
Tickner, E | | 02/07/14 | | | 30,052 | | | | 7,513 | | | | 4,883 | |
Watson, R | | 02/07/14 | | | 300,000 | | | | 75,000 | | | | 48,750 | |
Holland, N | | 02/11/14 | | | 40,000 | | | | 10,000 | | | | 6,500 | |
Trotter, D | | 02/12/14 | | | 100,000 | | | | 24,965 | | | | 16,227 | |
Holland, N | | 02/14/14 | | | 120,000 | | | | 30,000 | | | | 19,500 | |
Dos Santos, A | | 02/21/14 | | | 30,000 | | | | 7,329 | | | | 4,764 | |
Carabajal, A | | 02/24/14 | | | 40,000 | | | | 10,000 | | | | 6,500 | |
Hurford, J | | 03/03/14 | | | 20,000 | | | | 4,965 | | | | 3,227 | |
Garsztka, R | | 03/05/14 | | | 40,000 | | | | 10,000 | | | | 6,500 | |
Villaverde, D | | 03/11/14 | | | 9,090 | | | | 2,960 | | | | 1,924 | |
Brown, A | | 03/14/14 | | | 7,500 | | | | 2,452 | | | | 1,594 | |
Watson, R | | 03/17/14 | | | 300,000 | | | | 75,000 | | | | 48,750 | |
Frenkiel, A | | 03/18/14 | | | 20,000 | | | | 5,000 | | | | 3,250 | |
Carbajal, A | | 03/19/14 | | | 40,000 | | | | 10,000 | | | | 6,500 | |
Keith , F | | 03/20/14 | | | 40,000 | | | | 9,965 | | | | 6,477 | |
Watson, R | | 4/15/14 | | | 100,000 | | | | 25,000 | | | | 16,250 | |
Adams, T | | 5/7/14 | | | 40,000 | | | | 9,975 | | | | 6,484 | |
Goodband, R | | 5/7/14 | | | 34,000 | | | | 8,500 | | | | 5,525 | |
Orr, B | | 5/20/14 | | | 58,500 | | | | 14,662 | | | | 9,530 | |
Garsztka, R | | 5/20/14 | | | 22,400 | | | | 5,600 | | | | 3,640 | |
Trotter, D | | 5/21/14 | | | 20,000 | | | | 4,975 | | | | 3,234 | |
Hurford, J | | 5/30/14 | | | 40,000 | | | | 9,965 | | | | 6,477 | |
Watson, R | | 5/30/14 | | | 108,696 | | | | 25,000 | | | | 16,250 | |
Cummings, J | | 6/3/14 | | | 25,000 | | | | 6,250 | | | | 4,063 | |
Booth, J | | 6/3/14 | | | 40,000 | | | | 9,980 | | | | 6,487 | |
Morgan, J | | 6/11/14 | | | 18,649 | | | | 4,662 | | | | 3,030 | |
Garsztka, R | | 6/11/14 | | | 20,000 | | | | 5,000 | | | | 3,250 | |
Holland, N | | 6/12/14 | | | 200,000 | | | | 50,000 | | | | 32,500 | |
Walker, B | | 7/3/2014 | | | 88,000 | | | | 22,000 | | | | 14,300 | |
Andersen, M | | 7/7/2014 | | | 16,000 | | | | 3,970 | | | | 2,581 | |
Garsztka, R | | 7/11/2014 | | | 20,000 | | | | 5,000 | | | | 3,250 | |
Watson, R | | 7/14/2014 | | | 108,700 | | | | 25,000 | | | | 16,250 | |
Adams, T | | 7/25/2014 | | | 40,000 | | | | 9,975 | | | | 6,484 | |
Goodband, R | | 8/1/2014 | | | 100,000 | | | | 25,000 | | | | 16,250 | |
Cummings, I | | 8/1/2014 | | | 34,000 | | | | 8,500 | | | | 5,525 | |
Tickner, E | | 8/6/2014 | | | 20,000 | | | | 5,000 | | | | 3,250 | |
Trotter, D | | 8/7/2014 | | | 20,000 | | | | 5,000 | | | | 3,250 | |
Garsztka, R | | 8/14/2014 | | | 12,000 | | | | 3,000 | | | | 1,950 | |
Anderson, M | | 8/14/2014 | | | 16,800 | | | | 4,182 | | | | 2,718 | |
Watson R | | 8/15/2014 | | | 154,348 | | | | 35,500 | | | | 23,075 | |
Atkinson, I | | 8/15/2014 | | | 54,545 | | | | 13,611 | | | | 8,847 | |
Garsztka, R | | 9/4/2014 | | | 16,000 | | | | 4,000 | | | | 2,600 | |
Franey, J | | 9/5/2014 | | | 40,000 | | | | 9,970 | | | | 6,481 | |
Flemin, R | | 9/18/2014 | | | 40,000 | | | | 9,980 | | | | 6,487 | |
Ek, U | | 9/23/2014 | | | 30,000 | | | | 7,500 | | | | 4,875 | |
Watson, R | | 9/30/2014 | | | 197,945 | | | | 45,487 | | | | 29,567 | |
Year 2014 | | Date | | Shares | | | Amt. Paid | | | Comm. Paid | |
Garsztka, R | | 10/14/14 | | | 16,000 | | | | 4,000 | | | | 2,600 | |
Atkinson, I | | 10/28/14 | | | 32,000 | | | | 7,975 | | | | 5,184 | |
Lees-Jones D | | 10/29/14 | | | 50,000 | | | | 9,980 | | | | 6,487 | |
Trotter, D | | 10/29/14 | | | 20,000 | | | | 4,975 | | | | 3,234 | |
Cummings, I | | 11/03/14 | | | 24,000 | | | | 6,000 | | | | 3,900 | |
Andersen, M | | 11/07/14 | | | 16,800 | | | | 4,182 | | | | 2,718 | |
Adams T | | 11/12/14 | | | 22,000 | | | | 5,035 | | | | 3,273 | |
Hurford, J | | 11/12/14 | | | 22,000 | | | | 5,060 | | | | 3,289 | |
Gaw, J | | 11/12/14 | | | 100,000 | | | | 19,975 | | | | 12,984 | |
Scott, J | | 11/28/14 | | | 25,000 | | | | 4,975 | | | | 3,234 | |
Orr, B | | 11/28/14 | | | 40,000 | | | | 7,975 | | | | 5,184 | |
Bate, B | | 11/24/14 | | | 25,000 | | | | 4,965 | | | | 3,227 | |
Holland, N | | 12/03/14 | | | 140,000 | | | | 28,000 | | | | 18,200 | |
Walker, B | | 12/03/14 | | | 50,000 | | | | 10,000 | | | | 6,500 | |
Hurford, J | | 12/04/14 | | | 25,000 | | | | 5,000 | | | | 3,250 | |
Watson, R | | 12/11/14 | | | 75,000 | | | | 14,960 | | | | 9,724 | |
Frenkiel, A | | 12/11/14 | | | 80,000 | | | | 15,965 | | | | 10,377 | |
Frenkiel, A | | 12/17/14 | | | 200,000 | | | | 39,965 | | | | 25,977 | |
Thoelke, R | | 12/19/14 | | | 271,209 | | | | 54,202 | | | | 35,231 | |
Wood, D | | 12/23/14 | | | 30,000 | | | | 5,965 | | | | 3,877 | |
Trotter, D | | 12/31/14 | | | 32,600 | | | | 7,475 | | | | 4,859 | |
Year 2015 | | Date | | Shares | | | Amt. Paid | | | Comm. Paid | |
Goodband, R | | 01/14/15 | | | 50,000 | | | | 10,000 | | | | 6,500 | |
Garsztka, R | | 02/11/15 | | | 20,000 | | | | 4,000 | | | | 2,600 | |
Ruiz, A | | 02/13/15 | | | 26,000 | | | | 6,470 | | | | 4,206 | |
Ruda, F | | 02/20/15 | | | 32,000 | | | | 8,000 | | | | 5,200 | |
Brooks, D | | 02/25/15 | | | 200,000 | | | | 50,000 | | | | 32,500 | |
Frenkiel, A | | 02/25/15 | | | 130,000 | | | | 26,000 | | | | 16,900 | |
Kitts, G | | 03/02/15 | | | 31,500 | | | | 6,300 | | | | 4,095 | |
Adams, T | | 03/04/15 | | | 25,000 | | | | 4,975 | | | | 3,234 | |
Ek, U | | 03/05/15 | | | 22,000 | | | | 5,035 | | | | 3,273 | |
Garsztka, R | | 3/10/2015 | | | 25,000 | | | | 5,000 | | | | 3,250 | |
Andersen, M | | 3/12/2015 | | | 25,000 | | | | 4,970 | | | | 3,231 | |
Hurford, J | | 3/13/2015 | | | 25,000 | | | | 5,000 | | | | 3,250 | |
Grifol, L | | 3/17/2015 | | | 52,500 | | | | 10,500 | | | | 6,825 | |
Tickner, E | | 3/16/2015 | | | 25,000 | | | | 5,000 | | | | 3,250 | |
Brooks, D | | 3/27/2015 | | | 200,000 | | | | 40,000 | | | | 26,000 | |
Adams, T | | 4/02/2015 | | | 25,000 | | | | 4,975 | | | | 3,234 | |
Garsztka, R | | 4/13/2015 | | | 25,000 | | | | 5,000 | | | | 3,250 | |
Walker, B | | 4/17/2015 | | | 125,000 | | | | 25,000 | | | | 16,250 | |
McDonald, M | | 4/29/2015 | | | 40,000 | | | | 9,945 | | | | 6,464 | |
Garsztka, R | | 5/18/2015 | | | 17,500 | | | | 4,000 | | | | 2,600 | |
Tickner, E | | 5/27/2015 | | | 50,000 | | | | 10,000 | | | | 6,500 | |
Magan, M | | 6/8/2015 | | | 37,500 | | | | 7,500 | | | | 4,875 | |
Cummings, I | | 6/8/2015 | | | 32,850 | | | | 6,570 | | | | 4,270 | |
Garsztka, R | | 6/8/2015 | | | 17,500 | | | | 3,500 | | | | 2,275 | |
Trotter, D | | 6/11/2015 | | | 25,000 | | | | 4,975 | | | | 3,250 | |
Andersen, M | | 6/26/2015 | | | 25,000 | | | | 4,970 | | | | 3,250 | |
Adams, T | | 7/1/2015 | | | 50,000 | | | | 9,975 | | | | 6,484 | |
Garsztka, R | | 7/7/2015 | | | 17,500 | | | | 3,500 | | | | 2,275 | |
McDonald, M | | 7/7/2015 | | | 40,000 | | | | 7,980 | | | | 5,187 | |
Trotter, D | | 7/14/2015 | | | 50,000 | | | | 9,975 | | | | 6,484 | |
Und, LLC | | 9/30/2015 | | | 600,000 | | | | 100,000 | | | | 0 | |
Simon, B | | 9/30/2015 | | | 100,000 | | | | 20,000 | | | | 0 | |
Erber, L | | 9/30/2015 | | | 50,000 | | | | 10,000 | | | | 0 | |
Adamas Fund, LLC | | 9/30/2015 | | | 750,000 | | | | 150,000 | | | | 0 | |
Gaw, J | | 9/15/2015 | | | 1,725,000 | | | | 310,000 | | | | 201,482 | |
Keith, F | | 9/28/2015 | | | 25,000 | | | | 5,000 | | | | 3,227 | |
Dart, S | | 9/28/2015 | | | 25,000 | | | | 5,000 | | | | 3,227 | |
Garsztka, R | | 10/05/15 | | | 31,000 | | | | 6,200 | | | | 4,030 | |
Frenkiel, A | | 10/30/15 | | | 50,000 | | | | 9,965 | | | | 6,477 | |
Orr, J | | 11/05/15 | | | 50,000 | | | | 9,975 | | | | 6,484 | |
Tickner, E | | 11/13/15 | | | 25,000 | | | | 5,000 | | | | 3,250 | |
Frenkiel, A | | 11/23/15 | | | 50,000 | | | | 9,965 | | | | 6,477 | |
Tickner, E | | 11/27/15 | | | 25,000 | | | | 5,000 | | | | 3,250 | |
Hinton, B | | 11/27/15 | | | 37,500 | | | | 7,475 | | | | 4,859 | |
Orr, J | | 11/27/15 | | | 50,000 | | | | 9,975 | | | | 6,484 | |
Trotter, D | | 11/27/15 | | | 50,000 | | | | 10,000 | | | | 6,500 | |
Franey, J | | 12/14/15 | | | 50,000 | | | | 9,970 | | | | 6,481 | |
Thoelke, R | | 12/22/15 | | | 510,000 | | | | 76,000 | | | | 49,400 | |
Year 2016 | | Date | | Shares | | | Amt. Paid | | | Comm. Paid | |
Tickner, E | | 01/05/16 | | | 316,666 | | | | 45,000 | | | | 29,250 | |
Gaw, J | | 01/27/16 | | | 22,197 | | | | 3,968 | | | | 2,579 | |
McDonald, M | | 01/28/16 | | | 33,340 | | | | 5,000 | | | | 3,250 | |
Garsztka, R | | 02/04/16 | | | 12,500 | | | | 2,500 | | | | 1,625 | |
Orr, J | | 02/09/16 | | | 67,000 | | | | 10,025 | | | | 6,516 | |
Tovar, J | | 02/19/16 | | | 70,000 | | | | 10,500 | | | | 6,825 | |
Adams, T | | 02/26/15 | | | 70,000 | | | | 10,435 | | | | 6,783 | |
Gale, R | | 03/03/16 | | | 35,000 | | | | 5,250 | | | | 3,413 | |
Bate, B | | 03/07/16 | | | 66,500 | | | | 9,940 | | | | 6,461 | |
Garsztka, R | | 03/07/16 | | | 16,667 | | | | 2,500 | | | | 1,625 | |
Atkinson, I | | 03/07/16 | | | 134,000 | | | | 20,075 | | | | 13,049 | |
Orr, B | | 03/08/16 | | | 47,166 | | | | 7,075 | | | | 4,599 | |
Lees-Jones, D | | 03/09/16 | | | 33,400 | | | | 4,990 | | | | 3,244 | |
Scott, R | | 03/17/16 | | | 40,000 | | | | 3,975 | | | | 2,584 | |
Orr, J | | 03/29/16 | | | 100,000 | | | | 7,975 | | | | 5,184 | |
Dart, S | | 03/31/16 | | | 100,000 | | | | 9,965 | | | | 6,477 | |
Orr, B | | 04/07/16 | | | 87,500 | | | | 6,975 | | | | 4,534 | |
Walker, B | | 04/08/16 | | | 106,250 | | | | 8,480 | | | | 5,512 | |
Atkinson, I | | 04/13/16 | | | 83,333 | | | | 12,480 | | | | 8,112 | |
Watson, R | | 04/15/16 | | | 375,000 | | | | 29,980 | | | | 19,487 | |
Tovar, J | | 04/22/16 | | | 62,500 | | | | 4,982 | | | | 3,238 | |
McDonald, M | | 04/27/16 | | | 50,000 | | | | 5,000 | | | | 3,250 | |
Keith, F | | 05/05/16 | | | 50,000 | | | | 4,980 | | | | 3,237 | |
Orr, J | | 05/18/16 | | | 120,000 | | | | 6,975 | | | | 4,534 | |
Cummings, I | | 06/03/16 | | | 22,000 | | | | 2,200 | | | | 1,430 | |
Hurford, J | | 06/06/16 | | | 75,000 | | | | 7,500 | | | | 4,875 | |
Franey, J | | 06/14/16 | | | 100,000 | | | | 9,970 | | | | 6,481 | |
Bate, B | | 06/17/16 | | | 100,000 | | | | 9,965 | | | | 6,477 | |
Thoelke, R | | 06/22/16 | | | 150,000 | | | | 15,000 | | | | 9,750 | |
Garsztka, R | | 07/11/16 | | | 25,000 | | | | 2,500 | | | | 1,625 | |
Adams, T | | 07/13/16 | | | 100,000 | | | | 9,975 | | | | 6,484 | |
Brittain, B | | 07/26/16 | | | 50,000 | | | | 4,975 | | | | 3,239 | |
Orr, J | | 07/28/16 | | | 125,000 | | | | 4,975 | | | | 2,495 | |
Hinton, B | | 08/05/16 | | | 100,000 | | | | 4,975 | | | | 2,496 | |
Hurford, J | | 08/09/16 | | | 100,000 | | | | 5,000 | | | | 2,508 | |
Garsztka, R | | 08/11/16 | | | 25,000 | | | | 2,500 | | | | 1,625 | |
Walker, B | | 08/11/16 | | | 100,000 | | | | 4,980 | | | | 2,483 | |
Thoelke, R | | 08/11/16 | | | 1,040,000 | | | | 52,000 | | | | 26,037 | |
Franey, J | | 08/16/16 | | | 200,000 | | | | 9,970 | | | | 4,993 | |
Tovar, J | | 08/15/16 | | | 100,000 | | | | 4,982 | | | | 2,498 | |
Andersen, M | | 08/30/16 | | | 100,000 | | | | 4,970 | | | | 2,493 | |
Ek, U | | 09/01/16 | | | 125,000 | | | | 4,970 | | | | 2,493 | |
Bate, B | | 09/08/16 | | | 171,314 | | | | 6,818 | | | | 3,416 | |
Thoelke, R | | 09/15/16 | | | 1,500,000 | | | | 52,500 | | | | 26,258 | |
Year 2016 Continued | | Date | | Shares | | | Amt. Paid | | | Comm. Paid | |
Adams, T | | 09/20/16 | | | 250,000 | | | | 9,975 | | | | 4,995 | |
Orr, J | | 09/29/16 | | | 125,000 | | | | 4,975 | | | | 2,495 | |
Garsztka, R | | 10/07/16 | | | 40,970 | | | | 4,097 | | | | 2,618 | |
Goodband, R | | 10/11/16 | | | 200,100 | | | | 10,005 | | | | 4,950 | |
Orr, J | | 10/19/16 | | | 500,000 | | | | 4,975 | | | | 2,435 | |
Andersen, M | | 10/26/16 | | | 500,000 | | | | 4,975 | | | | 2,435 | |
Hurford, J | | 10/28/16 | | | 1,000,000 | | | | 10,000 | | | | 4,948 | |
Lees-Jones, D | | 10/31/16 | | | 1,000,000 | | | | 9,980 | | | | 4,938 | |
Adams, T | | 11/01/16 | | | 1,000,000 | | | | 9,975 | | | | 4,935 | |
Orr, R | | 11/07/16 | | | 500,000 | | | | 4,975 | | | | 2,435 | |
Gaw, J | | 11/10/16 | | | 5,575,000 | | | | 55,723 | | | | 27,809 | |
Fridricksson, F | | 11/15/16 | | | 1,000,000 | | | | 99,970 | | | | 60,713 | |
Dart, S | | 11/16/16 | | | 1,000,000 | | | | 9,965 | | | | 4,982 | |
Cummings, I | | 11/18/16 | | | 500,000 | | | | 5,000 | | | | 2,448 | |
Thoelke, R | | 11/22/16 | | | 3,000,000 | | | | 30,000 | | | | 14,948 | |
Bate, B | | 11/28/16 | | | 500,000 | | | | 4,965 | | | | 2,430 | |
Garsztka, R | | 12/08/16 | | | 300,000 | | | | 3,000 | | | | 1,930 | |
Frenkiel, A | | 12/14/16 | | | 250,000 | | | | 10,000 | | | | 5,000 | |
Bate, J | | 12/23/16 | | | 1,500,000 | | | | 14,960 | | | | 7,480 | |
End of list | | | | | | | | | | | | | | |
All securities listed above were issued pursuant to exemptions provided for under the appropriate provisions of the Securities Act of 1933, as amended. Some of the above shares were issued pursuant to delivery of services.
In instances described above where we issued securities in reliance upon Regulation S, we relied upon Rule 903 of Regulation S of the Securities Act. Those stockholders who received the securities in such instances made representations that the Company was assured that the applicable provisions of Regulation S were complied with. Management made the determination that the investors in instances where we relied on Regulation S are non “U.S. persons.”
In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. Those stockholders who received the securities in such instances made representations that Item 16. Exhibits and Financial Statement Schedules
(a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.
In instances described above where we indicate that we relied upon Section 4(a)(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.
On March 23, 2016, the Company issued a two year $250,000 convertible promissory note to JMJ Financial, a Nevada sole proprietorship which bears interest at the rate of 12% per annum on the principal sum of the outstanding (“JMJ Note”). The Company drew down $25,000 on March 23, 2016. The $25,000 JMJ Note was converted into an aggregate of 1,268,801 shares of common stock through several conversions in October, 2016 and was considered paid in full on November 2, 2016.
On March 25, 2016, the Company received net proceeds of $35,000 after expenses, for a one (1) year $40,000 face amount of 8% Convertible Note in favor of EMA Financial, LLC (“EMA Note”). The EMA Note was converted into an aggregate of 4,344,495 shares of common stock through several conversions in October and November, 2016 and was considered paid in full on November 3, 2016.
On April 1, 2016, the Company issued a one year $55,000 convertible promissory note to Essex Global Investment Corp. (“Essex”) which bears interest at the rate of 10% per annum on the principal sum of the outstanding (“Essex Note”). The Essex Note was converted into an aggregate of 2,564,848 shares of common stock through several conversions in October and November, 2016 and was considered paid in full as of November 4, 2016.
On April 5, 2016, the Company received net proceeds of $33,300 after expenses, from a one (1) year $42,000 face amount of 5% Convertible Note in favor of Crown Bridge Partners, LLC (“CBP Note”). The CBP Note was converted into an aggregate of 6,416,900 shares of common stock through several conversions in October and November, 2016 and was considered paid in full as of November 16, 2016.
On May 4, 2016, the Company received net proceeds of $33,750 after expenses, from a nine [9] month $40,000 face amount of 10% Convertible Note in favor of Auctus Fund, LLC (“AFL Note”). The AFL Note was converted into an aggregate of 2,536,800 shares of common stock through several conversions in October, November and December, 2016.
On May 9, 2016, the Company entered into an agreement with Adar Bays, LLC a Florida Limited Company (Adar), with respect to a private investment up to $60,000 of the convertible debt securities with a 9 month term. The $60,000 convertible debt is comprised of a $30,000 front-end note and one $30,000 back-end note. The principal and accrued interest under the notes will be convertible into shares of common stock of the Company. The Company does not intend to take down the back-end note. As of September 30, 2016, the Company had borrowed $30,000 against the front-end note and no additional funds were borrowed from Adar. The Adar note was converted into an aggregate of 1,896,094 shares of common stock through several conversions in October and November, 2016 .
ExhibitsItem 16. | Exhibits and Financial Statement Schedules |
(a) Furnish the exhibits required by Item 601 of Registration S-K (Section 229.601) of this chapter).
| Exhibit No. | | Description of Exhibit |
| | | |
| 3(i) | | Articles of Incorporation, as amended (1) |
| 3(ii) | | By-Laws (1) |
| 5.15 | | of John F. Wolcott, Esq. (2) |
| 10(a) | | Share Exchange Agreement dated July 15, 2011 (1) |
| 10(b) | | 12% $40,000 Convertible Note dated March 16, 2016 (4) |
| 10(c) | | 8% $25,000 Convertible Note dated March 23, 2016 (4) |
| 10(d) | | 10% $55,000 Convertible Note dated April 1, 2016 (5) |
| 10(e) | | 5% $42,000 Convertible Note dated April 5, 2016 (5) |
| 10(f) | | 10% $40,000 Convertible Note dated May 3, 2016 (5) |
| 10(g) | | 8% $30,000 Convertible Note dated May 6, 2016 (5) |
| 10(h) | | Consulting Agreement between ABCO Energy, Inc. and Benchmark Advisory Partners effective September 20, 2016 (6) |
| 10(i) | | Agreement effective October 19, 2016 between the Company and Joshua Tyrell (7) |
| 10(j) | | Amendment No. 1 to Consulting Agreement effective November 11, 2016 between the Company and Joshua Tyrell (8) |
| 10(k) | | Securities Purchase Agreement dated as of November 7, 2016 between the Company and Blackbridge Capital Growth Fund (9) |
| 10(l) | | Equity Purchase Agreement dated August 6, 2018 between the Company and Oasis Capital (10) |
| 10(m) | | Registration Rights Agreement dated August 6, 2018 between the Company and Oasis Capital (10) |
| 10(n) | | 7% $150,000 Convertible Note dated August 6, 2018 (10) |
| 21 | | Subsidiaries of Registrant (1) |
| 23.1 | | Consent of Fruci & Associates II, PLLC (3) |
| 2123.2 | | SubsidiariesConsent of Registrant (1)KSP Group, Inc. (3) |
| 2323.3 | | |
| 99.124.1 | | Engagement Agreement between Adams Fund LLC and ABCO Energy, Inc., dated September 15, 2015(3)Power of Attorney (included on Signature Page) |
| 101 INS | | XBRL Instance Document (3) |
| (1)101 SCH | | XBRL Taxonomy Extension Schema Document (3) |
| 101 CAL | | XBRL Taxonomy Calculation Linkbase Document (3) |
| 101 DEF | | XBRL Taxonomy Extension Definition Linkbase Document (3) |
| 101 LAB | | XBRL Taxonomy Labels Linkbase Document (3) |
| 101 PRE | | XBRL Taxonomy Labels Linkbase Document (3) |
| (1) | | Previously filed with the Company’s Form 10, SEC File No. 000-55235 filed on March 31, 2015,July 1, 2014, and incorporated herein by this reference as an exhibit to this Form S-1 Registration Statement.S-1. |
| (1.1)(2) | | To be filed by amendmentAttached. |
| (2)(3) | | Attached. |
| (3) | | Previously filed with the Company’s Form 8KS-1 , File No. 333-231047, filed with the Commission on September 17, 2015,April 26,2019 and incorporated herein by this reference as an exhibit to this Form S-1 Registration Statement.reference. |
| (4) | | 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. |
| (5) | | Previously filed with the Company’s Form 10-Q, File No. 000-55235, filed with the Commission on May 20, 2016 and incorporate herein by this reference. |
| (6) | | Previously filed with and incorporated herein by this reference the Company’s Form 8K,8-K, filed with the Commission on October 21,24, 2016. |
| (7) | | Previously filed with and incorporated herein by this reference the Company’s Form 8K8-K filed with the Commission on October 24, 2016. |
| (8) | | Previously filed with and incorporated herein by this reference the Company’s Form 8K,8-K, filed with the Commission on November 29, 2016. |
| (9) | | Previously filed with and incorporated herein by this reference the Company’s Form 8K,8-K, filed with the Commission on November 29, 2016. |
| (10) | | Previously filed with and incorporated herein by this reference to the Company’s Form 8-K filed with the Commission on September 7, 2018. |
(b) Financial Statement Schedules. Schedules not listed below have been omitted because the information to be set forth therein is not material, not applicable or is shown in the financial statements or notes thereto.
a) List separately all financial statements filed as part of the registration statement.
A.1 Unaudited Financial Statements for the period ended September 30, 2016
(Reviewed by PCAOB auditors)
Consolidated Balance Sheets: As of September 30, 2015 and as of December 31, 2015
Consolidated Statements of Operations: For the Months Ended September 30, 2016.
Consolidated Statements of Cash Flows: For the Three Months Ended September 30, 2016 and June 30, 2015.
Notes to the Consolidated Financial Statements
A2. Audited Financial Statements for years ended December 31, 2015 and 2014
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets: As of December 31, 2015 and 2014
Consolidated Statements of Operations: For the Years Ended December 31, 2015 and 2014
Consolidated Statement of Stockholders’ Equity: For the Period Beginning December 31, 2013 until the Year Ended December 31, 2015
Consolidated Statements of Cash Flows: For the Years Ended December 31, 2015 and 2014
Notes to the Consolidated Financial Statements for the Years Ended December 31, 2015 and 2014
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment of the Registration Statement) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to the purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(B) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 14 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement or Amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized on the 20th day of January, 2017.
May 3 , 2019. | | ABCO ENERGY, INC. | | |
| | | | | | |
Dated: January 20, 2017May 3 , 2019 | | By: | | /s/ Charles O’Dowd | | |
| | | | Charles O’Dowd | | |
| | | | Chief Executive Officer, Chief Financial Officer & Principal Accounting Officer | | |
| | | | | | |
Each director and/or officer of the registrant whose signature appears below hereby appoints Charles O’Dowd as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this Registration Statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933).
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated:
Signature | | Title | | |
| | | | |
/s/ Charles O’Dowd | | Chairman of the Board, | | January 20, 2017 |
Charles O’Dowd | | Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
| | |
| | | | |
| | | | |
/s/ Wayne Marx | | | | |
Wayne Marx | | Director | | January 20, 2017 |
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