SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check the appropriate box:
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☒ Preliminary Information Statement
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☐ Confidential, For Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
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☐ Definitive Information Statement
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ABCO ENERGY, INC.
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(Name of Registrant as Specified in Its Charter)
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2505 No. Alvernon Way
Tucson, AZ 85712
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Payment of Filing Fee (Check the appropriate box):
☒ No fee required
☐ Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ABCO Energy, Inc.
2505 No. Alvernon Way
Tucson, AZ 85712
December __, 2020
To our stockholders:
This information statement provides information to you regarding
recent action taken by the Board of Directors of ABCO Energy, Inc.
(“Company”) to authorize a reverse split of the outstanding and
issued common stock of Company, at a Board of Director’s Meeting on
November ___, 2020. The reverse split will result in a reduction of
(i) the number of authorized shares of common stock of the Company
from 5,000,000,000 shares currently authorized to 29,411,765 shares
of common stock after the reverse split and also (ii) the reduction
of the number of outstanding and issued shares of common stock so
that after the split becomes effective the shares of common stock
issued and outstanding will be reduced to 1 share for each 170
shares currently issued and outstanding. Currently there are
2,687,999,095 shares issued and outstanding. After the
split the Company will have 15,811,760 issued and outstanding
shares of common stock. This reverse split is authorized pursuant
to Nevada Revised Statutes 78-207. 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.
The reverse split will become effective at the opening of business
on January 15, 2021.
Your vote is not required to approve any of these actions,
and the enclosed information statement is not a request for your
vote or a proxy. This information statement is furnished
only to inform you of the action taken by the Board of Directors of
the Company on November 20, 2020 above and before it takes effect
in accordance with Rule 14c-2 promulgated under the Securities and
Exchange Act of 1934, as amended. This information statement is
first being mailed on or about December 14, 2020 to holders of
record on December __, 2020 and we anticipate the effective date of
the actions to be January 15, 2021, or as soon thereafter as
practicable in accordance with applicable law, including the Nevada
Revised Statutes.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
Please read the accompanying information statement carefully.
Very truly yours,
ABCO Energy, Inc.
By: /s/ David Shorey
David Shorey
Acting President
ABCO Energy, Inc.
2505 No. Alvernon Way
Tucson, AZ 85712
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
The Company is distributing this Information Statement to its
stockholders in full satisfaction of any notice requirements it may
have under Securities and Exchange Act of 1934, as amended and
applicable Nevada law. No additional action will be undertaken by
the Company with respect to the receipt of written consents, and no
dissenters' rights with respect to the receipt of the written
consents, and no dissenters' rights under applicable Nevada law are
afforded to the Company's stockholders as a result of the adoption
of these resolutions.
Reason for the Reverse Stock Split
The Board of Directors of the Company has determined that it is in
the best interests of the Company to reverse split the common stock
of the Company on a one (1) for one hundred and seventy (170) basis
because the Company’s stock is currently closed at $0.0005
affording little or no liquidity for the shareholders. It is the
belief of the Board that the reverse split will cause the bid and
asked prices to increase, creating the possibility for the stock to
trade at more reasonable prices and a more reasonable spread
between the bid and asked prices.
The Board of Directors of the Company have the right to reverse
split the stock of the Company in accordance with the Nevada
Revised Statutes (NRS Section 78.207) to effect a reverse
stock split of the Common Stock and the By Laws of the Company do
not preclude the Board of Directors from taking such action. The
reverse split will become effective at the opening of business on
January 15, 2021.
Effects of the Reverse Stock Split
The Company is currently authorized to issue 5,000,000,000 shares
of Common Stock. As a result of the one (1) for one hundred
and seventy (170) share reverse stock split, the
authorized shares will also be reversed one (1) for 171 shares.
Thereafter, the Company’s authorized Common Stock will be
29,411,765 shares.. As of December 21, 2020, there were
2,687,999,095 shares of Common Stock outstanding. As a
result of the reverse stock split, there will be approximately
15,811,760 shares of Common Stock outstanding (subject to
adjustment due to the effect of rounding fractional shares into
whole shares). The reverse stock split will not have any effect on
the stated par value of the Common Stock.
Effective Date; Symbol; CUSIP Number
The reverse stock split becomes effective with FINRA (the Financial
Industry Regulatory Authority) and in the marketplace at the open
of business on January 15, 2021 (the “Effective Date”), whereupon
the shares of common stock will begin trading on a split-adjusted
basis. On the Effective Date, the Company’s trading symbol will
change to “ABCE” 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
___________.
Split Adjustment; No Fractional Shares
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) 171.
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.
Non-Certificated Shares; Certificated Shares
Stockholders who are holding their shares in electronic form at
brokerage firms do not have to take any action as the effect of the
reverse stock split will automatically be reflected in their
brokerage accounts.
Stockholders holding paper certificates may (but are not required
to) send the certificates to the Company’s transfer agent at the
address given below. The transfer agent will issue a new share
certificate reflecting the terms of the reverse stock split to each
requesting stockholder.
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
(212) 828-8436 voice
(646) 536-3179 fax
State Filing
The reverse stock split was effected by the Company filing a
Certificate of Change (the “Certificate”) pursuant to Nevada
Revised Statutes (“NRS”) Section 78.209 with the Secretary of
State of the State of Nevada on January __, 2021. The Certificate
is not effective until the Effective Date. Under Nevada law, no
amendment to the Company’s Articles of Incorporation is required in
connection with the reverse stock split. A copy of the Certificate
is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
No Stockholder Approval Required
Under Nevada law, because the reverse stock split was approved by
the Board of Directors of the Company in accordance with NRS
Section 78.207. No stockholder approval is required. NRS
Section 78.207 provides that the Company may effect the
reverse stock split without stockholder approval if (x) both
the number of authorized shares of Common Stock and the number of
outstanding shares of Common Stock are proportionally reduced as a
result of the reverse stock split (y) the reverse stock split
does not adversely affect any other class of stock of the Company
and (z) the Company does not pay money or issue scrip to
stockholders who would otherwise be entitled to receive a
fractional share as a result of the reverse stock split. As
described herein, the Company has complied with these requirements.
Because the authorized number of shares has been reduced to
29,411,765, the Company intends to amend its Articles of
Incorporation to increase the authorized number of shares to ten
billion shares. This is anticipated to happen within 90 days of the
Effective Date.
Capitalization
The reverse stock split does not affect the Company’s authorized
preferred stock. There are 30,000,000 outstanding shares of the
Company’s preferred stock. After the reverse stock split, the
Company’s authorized preferred Stock of 100,000,000 shares will
remain unchanged.
Immediately after the reverse stock split, each stockholder’s
percentage ownership interest in the Company and proportional
voting power will remain virtually unchanged except for minor
changes and adjustments that will result from rounding fractional
shares into whole shares. The rights and privileges of the holders
of shares of Common Stock will be substantially unaffected by the
reverse stock split.
OTHER MATTERS
The entire cost of furnishing this information statement will be
borne by Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this
information statement to the beneficial owners of common stock held
of record by them and will reimburse such persons for their
reasonable charges and expenses in connection therewith.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT,
PLEASE CONTACT:
David Shorey, Acting President
ABCO Energy, Inc.
2505 No. Alvernon Way
Tucson AZ 85712
BY ORDER OF THE BOARD OF DIRECTORS OF ABCO ENERGY, INC.
