Attorneys at Law
May 11, 2017
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: | Edward Kelly, Senior Counsel |
Craig E. Slivka, Special Counsel |
Re | ABCO Energy, Inc. |
Revised Preliminary Proxy Statement on Schedule 14A (“Preliminary 14A”) Filed March 15, 2017 File No. 0-55235 |
Dear Mr. Kelly and Mr. Slivka:
On behalf of our client, ABCO Energy, Inc., (“Company”), we are enclosing a revised version of the Preliminary 14A [“Preliminary 14A No. 5”] which has been tagged to reflect revisions made after we received to the Staff’s letter dated March 20, 2017, stating that the Staff had completed its review of the Preliminary 14A No. 4 which was filed with the Commission on March 15, 2017.
This letter, which has been filed electronically with the Commission, sets forth the reasons for the filing of this Preliminary No. 5.
1. | Shares Deleted From OTCQB: |
The primary reason for filing this enclosed Preliminary No. 5 is the disclosure of the deletion of Company’s common stock from its listing on the OTCQB , effective May 8, 2017. The shares now trade on the OTC Pink s platform.
The discussion of this situation appears on the top of page 16 of Preliminary 14A No. 5. It would not have been appropriate to send out the Definitive Proxy Statement containing this disclosure without first having the disclosure vetted by the Staff. We welcome the Staff’s comments, if any, on our discussion of this matter.
2. | Bifurcation of Proposal 1 into two [2] separate Proposals. |
The Company was advised by Laurel Hill Advisory Group, its consultant on proxy solicitation matters, to split Proposal 1 into two [2] separate Proposals to insure that the Proposal to approve the increase in the authorized number of common shares would receive the NYSE the designation as a “Discretionary [Routine] Vote status. This designation would in turn most likely lead to a quorum being present at the Special Meeting. This would allow the Special Meeting to move forward to consider and vote on all four [4] of the Proposals. If the Proposal 1 was not bifurcated, the NYSE rules would allow the NYSE to deny the combined Proposal the Discretionary [ Routine] Vote status.
3. | Clean-up Matters |
The remaining changers were made to up-date Preliminary No. 5 to conform to the information contained in the Form 10-K which was filed on April 17, 2017.
ABCO respectfully requests that if the Staff has no further comments after it has completed its review of the enclosed Preliminary 14A No.5, please advise so that we can prepare and send out the Definitive Schedule 14A to Shareholders.
Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any comments or questions regarding the enclosed Preliminary 14A No. 5 or this transmittal letter to me at (626) 288-1096 or to Larry Winters at (424) 228-5473.
Thank you very much for your help and assistance with this matter.
Very truly yours,
LAW OFFICE OF JOHN F. WOLCOTT
_______________________________
By: John F. Wolcott
cc: Charles O’Dowd, ABCO Energy, Inc.
John F. Wolcott
Larry Winters
Edward Kelley, Esq., Senior Counsel SEC Staff, Division of Corporation Finance
JFW: ss