10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

ABCO Energy, Inc.

(Exact Name of registrant as specified in its Charter)

Nevada	20-1914514
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2100 North Wilmot, Tucson, AZ	85712
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (520) 777-0511

Securities registered pursuant to section 12(b) of the Act:

Title of Class	Name of each exchange on which registered
None	None

Securities registered pursuant to section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.001 PER SHARE

 (Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company þ

GENERAL

Unless stated otherwise or the context otherwise requires, references in this registration statement to “we,” “us,” “our” and “the Company” refer to ABCO Energy, Inc.

Cautionary Note Regarding Forward-Looking Statements

This registration statement contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this registration statement are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, or strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected.

TABLE OF CONTENTS

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	6
ITEM 2.	FINANCIAL INFORMATION	7
ITEM 3.	PROPERTIES	8
ITEM 4.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	8
ITEM 5.	DIRECTORS AND EXECUTIVE OFFICERS	9
ITEM 6.	EXECUTIVE COMEPENSATION	11
ITEM 7	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	11
ITEM 8.	LEGAL PROCEEDINGS	12
ITEM 9.	MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCK MATTERS	13
ITEM 10.	RECENT SALES AND UNREGISTERED SECURITIES	14
ITEM 11.	DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED	17
ITEM 12.	INDEMNIFICATION OF DIRECTORS AND OFFICERS	17
ITEM 13.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	18
ITEM 14.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18
ITEM 15.	FINANCIAL STATEMENTS AND EXHIBITS	18

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  BUSINESS

DESCRIPTION OF BUSINESS

OVERALL STRATEGIC DIRECTION

The Company is in the Photo Voltaic (PV) solar systems industry and building out its network of operations in major cities in the USA in order to establish a national base that can be called upon for large product construction.  A large sales base of residential and small commercial will add up to a qualifying volume of business to put us in line for very large projects.  By growing locally in each community, we will meet the demand that a non-local office may not be able to attract. Our expansion is planned in the Sunbelt states and the progressive Northern states where alternative energy is popular.

OVERVIEW

As of December 31, 2013, we operated in three locations in Arizona and one location in New York, New York. 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, 2013 and 2012 are presented below with major category details of revenue and expense including the components of operating expenses.

DESCRIPTION OF PRODUCTS

ABCO sells and installs Solar Photovoltaic and Solar Thermal products that 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, 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 Sunpower, Suncap and AEFC that are offered to ABCO customers and other marketing and installation organizations.

ABCO has Arizona statewide approval as a registered electrical services and solar products installer.  Our licenses are ROC 258378 electrical and Thermal ROC 282942 and we are fully licensed to offer commercial and residential electrical services.   We will need to be licensed as electrical service and water service providers in other states in which we may open operations.  We anticipate we will be able to provide for these requirements.

COMPETITION

The solar power market itself is intensely competitive and rapidly evolving.  Price and available financing are the principal methods of competition in the industry.  Based upon these two criteria, our position in the industry is relatively small.  There is no competitive data available to us in our competitive position within the industry.  Our competitors have established market positions more prominent than ours, and if we fail to attract and retain customers and establish a successful distribution network, we may be unable to achieve sales and market share.  There are a number of major multi-national corporations that produce solar power products, including, Suntech, Sunpower, First Solar, Kyocera, Sharp, GE, Mitsubishi, Solar World AG and Sanyo.  Also established integrators are growing and consolidating, including GoSolar, Sunwize, Sunenergy and Real Good Solar and we expect that future competition will include new entrants to the solar power market.  Further, many of our competitors are developing and are currently producing products based on new solar power technologies that may have costs similar to, or lower than, our projected costs.

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COMPETITIVE ADVANTAGES

The Company believes that its key competitive advantages are:

1.	The ability to make decisions and use management’s many years of business experience to make the right decisions.
2.	Experience with National expansion programs by management.
3.	Experience with management of employee operated facilities from a central management office.
4.	Experience with multi-media promotional program for name recognition and product awareness.
5.	Alternative energy is a fast growing and popular industry that relates well to customers and current or future shareholders that recognize the market, products and business focus.

ADVANTAGES OF COMPETITORS OVER US

The Company believes the following are advantages of Competitors over us.

1.	Larger competitors have more capital.
2.	Larger companies have more experience in the market.
3.	Larger companies will get the larger contracts because of the level of experience.
4.	We have the same products but must pay more because of volume.  This will be a price consideration in bidding competition
5.	We are a small company that may not be able to compete because we do not have experience or working capital adequate to compete with other companies.

CURRENT BUSINESS FOCUS

We believe that we have developed very good promotional material and advertising products.  We have developed the key messages and promotional pieces that are relevant to our business and inexpensive to produce.  Fortunately, a large portion of our promotion is able to be done via the internet where we rank high on the local inquiry counters.  We have built a very informative and interactive web site that will allow people to assess their requirements, and partially build and price a system, much like the automobile dealers utilize. Additional sales promotion will increase when we have secured outside financing or increased sales through direct sales efforts. Try our website at www.abcosolar.com. We have established a direct sales force to call on major Government agencies including State, Local and Federal resources and a separate division to call on the many American Indian governments in the US. This allows us to quote with our specifications on RFP’s and RFQ’s that are issued by the GSA, BIA and other agencies.

ABCO will not manufacture its solar products. We will continue to be a sales and installation contractor with plans to enter the markets of major US and international cities. We will sell and use commercial off the shelf components. Initially this will include the solar panels and LED lighting products purchased to our specification. A strong alliance with a well-respected distributor will be the most conservative decision for the company at this time.

Our business and the industry are reliant upon a number of state and federal programs to assist our customers in the acquisition of our products and services.  Such programs are the utility rebates paid directly to customers for wattage installations and the state and federal tax credit programs that allow a percentage of the actual cost of installations to be refunded in the form of tax credits.  Many states have mandated the utilities in to collect funds from their customers for the payment of rebates or have other arrangements like credit sale programs (SREC).  All of these programs are listed on the website www.dsireusa.org.

Most of these programs are slated for expiration at differing times in the future.  The federal tax credit of 30% of installation cost will expire at the end of 2016.  State tax credit programs change and expire at various times.  US Treasury program for cash rebate of tax credits, Section 1603, expired December 31, 2011, and curtailed on October31, 2012, for any project started in 2011.  The effect of the curtailment of the 1603 program will be a reduced emphasis on the leased solar systems we sell but we have no idea how much this will affect our business. State rebate mandates and state tax credits are variable by state. All of these programs provide incentives for our customers that result in reduced cost.  The price of solar products has also been reduced drastically in the past two years and is balancing the need for the subsidies.

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CUSTOMER BASE

The direct competitors of ABCO have been in business for a substantial period of time and have developed over time a defined customer base.  Referrals are important in any market and time in business makes the customer base grow. No customer represented a significant percentage of the Company’s total revenue in the fiscal year ended December 31, 2013 or 2012.

FINANCIAL RESOURCES

ABCO has adequate working capital to continue as a going concern and will operate its business within the boundaries of its capital.  We will continue to source capital from the equity and debt markets in order to fund our plans for expansion if we are unable to produce adequate capital from operations.

EXPERIENCED MANAGEMENT

The Company believes that it has experienced management. ABCO’s principal, Charles O’Dowd, has broad experience in the sales and installation of solar products.   Mr. O’Dowd has the ability and experience to attract and hire experienced and talented individuals to help manage the

company.  The company believes that the knowledge, relationships, reputation and successful track record of its management will help it to build and maintain its customer base.

RESEARCH AND DEVELOPMENT

The Company is not currently conducting any research and development activities. However if research and development is required in the future, we intend to rely on third party service providers.

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 421,486 and $21,712 at March 31, 2014, and December 31, 2013, respectively.  The aggregate total of leases receivable over the entire term including inputted interest at 8% internal rate of return is approximately $39,617 and $40,897 at March 31, 2014 and December 31, 2013 respectively.

EMPLOYEES

The Company presently has 12 full-time employees, five (3) in management, 4 in sales and the balance are in various labor crew positions. The Company anticipates that it will need to hire additional employees as the business grows. In addition, the Company may expand the size of our Board of Directors in the future.  Mr. O’Dowd will devote full time (40 plus hours) to the affairs of the Company.  No employees are represented by a union and there have not been any work stoppages.

SUBSEQUENTEVENTS

On November 19, 2012 the US Securities and Exchange Commission approved the ABCO Energy, Inc. Regulation A offering of up to 6,250,000 shares of free trading shares of common stock for an aggregate amount not to exceed $3,437,500.   As of the date of this Annual Report no shares have been offered or sold under the Reg A offering. FINRA approved our request for name change, symbol change and reverse split of ENYC shareholdings during 2013.

On December 26, 2012 ABCO Energy appointed a new transfer agent--- VStock Transfer in New York, NY.   See Item 7 below.

ITEM 1A.  RISK FACTORS

NOT APPLICABLE

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ITEM 2.  FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013 AND 2012

RESULTS OFOPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes. This discussion and analysis contains certain statements that are not historical facts, including, among others, those relating to our anticipated financial performance for fiscal 2013 and 2012, cash requirements, and our expected operating office openings. Only statements which are not historical facts are forward-looking and speak only as of the date on which they are made. Information included in this discussion and analysis includes commentary on company-owned offices and sales volumes. Management believes such sales information is an important measure of our performance, and is useful in assessing consumer acceptance of the ABCO Energy Business Model and the overall health of the Company. All of our financial information is reported in accordance with U. S. Generally Accepted Accounting Principles (GAAP). Such financial information should not be considered in isolation or as a substitute for other measures of performance prepared in accordance with GAAP.

FISCALYEARENDEDDECEMBER31,2013COMPAREDTOFISCALYEARENDEDDECEMBER 31, 2012

Sales decreased by $1,538,441 or 65% from 2012 to $823,147 in 2013 from $2,361,588 in 2012.

Cost of sales decreased by $1,209,297, or 61%, to $776,853 in 2013 from $1,986,150 in 2012 due primarily to reduction in sales, reduction in prices in the market place and extreme competition from installers and the finance markets. 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 decreased to 6% in 2013 from 16% in 2012, primarily due to lower product selling prices partially offset by a sales mix shift to the lower profit and competition of residential leases.

General and administrative expenses increased by $132,089, or 25%, to $667,955 in 2013 from

$535,866 in 2012 due primarily to sales force and advertising expenses in 2013. The increase in operating expenses as a percentage of sales was primarily due to higher cost of sales persons and for fixed operating costs.

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. The industry habitually requires the solar contractor to wait for the utility rebate and in order to be paid for the 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, 2013 was $35,350 and it was $459,173 at December 31, 2012. This decrease of $423,823 was primarily funded by our equity offerings and the decreases in inventory and accounts receivable for the year ended December 31, 2013. Bank financing has not been available to the Company. Our supplier lines of credit have increased by 230% in this period due to our working capital and credit experience, however our accounts payable are significantly lower.

ABCO Energy has very little contracted lease obligations or long term debt. At December 31, 2013 and 2012 the company owed Officers and Directors $60,000 and $15,000 respectively on demand notes.

STATEMENTSOFCASH FLOWS

During the years ended December 31, 2013 and 2012 our net cash provided by operating activities was $(359,377) and $(70,284) respectively. Net cash provided by operating activities in the period ended December 31, 2013 consisted primarily of net loss from operations adjusted for non-cash expenses and a decrease in accounts payable and accrued expenses. The major supplier programs were changed in January of 2012 and this decreased the use of our working capital for materials. By the end of the period ended December 31, 2013 all of the utility and treasury receivables had been collected and our operations reduced the negative effect of cash flows from operations.

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Net cash used in investing activities for the years ended December 31, 2013 and 2012 was $1,477 and $(33,065) respectively due to acquisitions of equipment and deposits on inventory. Net cash provided by financing activities for the years ended December 31, 2013 and 2012 was $428,785 and $(33,901) respectively. Net cash provided by financing activities for 2013 and 2012 resulted primarily from the issuance of common stock. Cash flows from Financing Activities were reduced by legal and other costs of SEC Regulation A applications, Blue Sky registrations in various states, and other offering expenses that aggregated a total of $39,733.

Since our inception on August 8, 2008 through December 31, 2012 we have incurred net operating losses of ($1,164,883). Our cash and cash equivalent balances were $92,157 and $26,044 for the period ended December 31, 2013 and 2012 respectively. At December 31, 2013 we had total liabilities of $176,600 as opposed to $143,668 at December 31, 2012.

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.

ITEM 3.  PROPERTIES

The Company has paid security deposits on the three rented spaces it occupies for offices and warehouse which total 45,190 on March 31, 2014, and December 31, 2013.

ABCO lease a 1,200 square foot office and warehouse in an industrial park in Phoenix, Arizona for a monthly rental of 41,254, which expires on February 28, 2016.  The aggregate total rent due on this lease through expiration is $28,482.00.

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. The NY office lease has expired and the Company has moved the office to a consultant’s home.

On May 1, 2014, the Company rented office and warehouse space at2100 N. Wilmot #211, Tucson, Arizona 85712.  This facility consists of 3,600 square feet and the two year lease has a forward commitment of $64,800, with an option to cancel one third of the rental after six months.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding beneficial ownership of our securities 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
Charles O’Dowd	Common		4,000,000		26	%
Wayne Marx	Common		1,000,000		6	%
All Officers, Directors and 5% Shareholders - As a Group	Common		5,000,000		32	%

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ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name and age of officers and director as of June 30, 2013. 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.

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.

Officer’s Name	Directors Name	Age	Officer’s Position	Appointment date
Charles O’Dowd	Charles O’Dowd	64	CEO, President, Secretary	July 1, 2011
Wayne Marx	Wayne Marx	63	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.  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 spent the past 40 years in a marketing and sales career in real estate, 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.  Mr. O’Dowd has now served the solar industry for three years.

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 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.

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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.

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. Upon our becoming a reporting company under the 1934 Act, those provisions will become applicable to the Company.

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ITEM 6.  EXECUTIVE COMPENSATION

REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth all the remuneration paid to the three highest paid persons who were our Director and Officers for the fiscal year ended December 31, 2013:

Name of individual or identity of group	Capacities in which remuneration was received	Aggregate remuneration all salary		Consulting and Other Compensation		Total Compensation
Charles O’Dowd	President	$	52,000	$	0	$	52,000

Mr. O’Dowd received an annual salary of $52,000 per year.  Mr. O’Dowd was employed in February, 2011and 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 2014 will remain the same as fiscal 2013.

There is no family relationship between any of the current officers or directors of the Company.

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.  Other than the litigation matter discussed under Item 8 below, 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.

ITEM 7.  CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Share Exchange Agreements between ABCO Energy, Inc. and Energy Conservation Technologies, Inc. (ENYC)

On July 1, 2011 Energy Conservation Technologies, Inc. (ENYC) completed a share exchange agreement (SEA) to exchange ENYC shares for 100 % of the common shares of ABCO Energy.  The Company has accounted for this transaction utilizing the purchase method as directed in SFAS 141 and FASB Statement No. 38.

The principle reason for the SEA on the part of the acquirer, ABCO Energy was to become a publicly traded entity for access to the capital markets. The principle reason for ENYC agreeing to the SEA was to provide sales and operations in their development stage entity which did not have significant sales transactions.

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, equaling approximately 9% of the post-exchange outstanding ABCO common shares. The result of the reverse split was a reissue of all pre-acquisition shares of ENYC.

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The share exchange agreement resulted in the issuance of the following shares:

Issued to	Issued for	Number of shares
Management of ENYC (1) (Cancelled in 2013)	Inventory – subject to escrow agreement		600,000
To be issued to management and insiders	Shares exchanged		112,849
To be issued to ENYC preferred shareholder	Preferred share conversion		124,254
To be issued to non-management ENYC shareholders	Common shares exchanged		538,627
Total shares to be issued	Exchanged shares total		1,375,730

(1) The controlling shareholders of pre-exchange ENYC agreed to purchase the inventory of ENYC for cash after closing of the SEA.  A total of 600,000 restricted shares were held in escrow until the payment to the company of $92,248 or these shares were to be cancelled for non-payment.  This group of shares was canceled in 2013 in exchange for the inventory by mutual agreement.  The total resulting common stock retained by the ENYC shareholders was 775,730 shares as a result of the exchange.

ABCO Energy pre-acquisition shareholders were issued 13,957,708 shares of the post-acquisition company.

An additional 120,000 shares were issued to consultants who were instrumental in the completion of the transaction. The value of $120 ($0.001 per share (par)) for this service has been charged to expense in the transaction.

Shortly after the effective date of the SEA, the name of ENYC was changed to ABCO Energy, Inc.  This SEA resulted in a complete change of control, and all prior Directors and Officers resigned from the company before the effective date of July 1, 2011.

The predecessor to ABCO Energy, the private company, was liquidated after transferring all of its assets to ENYC.  ABCO Energy owned the wholly owned subsidiaries, ABCO Solar and AEFC prior to the exchange agreement.

ENYC had no sales for the period ended June 30, 2011 and no operating expenses because the company was inactive.

There is a demand note due from and officer and director in the principal amount of $60,000 a as of December 31, 2013. This note provides for interest at 12% per annum and is unsecured.  The note resulted in an interest charge of $1840 through the period ended March 31, 2014 and all interest was paid in full through this date.

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.

ITEM 8.  LEGAL PROCEEDINGS

On June 5, 2014, the Arizona Superior Court entered a Judgment (“AZ Judgment”) affirming the ruling of the Arizona Corporate Commission (“ACC”) dated March 21, 2013.  This means that the Company, a successor in interest to Westcap Energy, Corp. (“Westcap”) may have successor liability and may be required to participate in the rescission process; however there is no judgment or order against the Company.  The AZ Judgment states that Westcap, jointly and severally with the other defendants, is ordered to pay the $15,000 penalty to the ACC along with offering rescission (“Rescission Offer”) to the 24 shareholders who received stock under the initial Westcap Reg. S offering.  A Notice of Appeal has been filed on behalf of Westcap and the other defendants with the Arizona Court of Appeals. The filing of this Notice does not stay the enforcement of AZ Judgment.  Westcap, under the AZ Judgment, has sixty (60) days from June 5, 2014, to commence the Rescission Offer to the 24 shareholders who are now Company shareholders.  It is the Company’s opinion that the defense of the legal position of all defendants is in the best interest of all shareholders and therefore has paid legal fees during 2013 totaling $23,785.

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The Company previously offered rescission voluntarily to the 21 of the 24 old Westcap shareholders who could be reached, and none elected to accept the rescission offer.  The Company believes that the ACC mandated rescission offer to the same 24 shareholders will ultimately not have an adverse impact on the Company’s financial condition.  Accordingly, the Company has not recorded a liability on the legal matter. If Westcap and the other defendants fail to comply with the provisions of the AZ Judgment, i.e., pay the penalties and complete the Rescission Offer, then under the terms of the AZ Judgment, $388,495 plus interest at 4% from June 5, 2014, shall become immediately due and payable to the State of Arizona.

It is within the ACC’s power to order the rescission funds to be placed into escrow matching the amount required to accomplish rescission to all 24 shareholders.  The ACC has thus far not indicated that the escrow payment will be required. If the aggregate of the 24 potential rescission claims plus the 4½% interest allowed by law, is required to be placed into escrow, absent the infusion of new capital into the Company, the Company will be unable to pay the required amounts into escrow.  Because there is no Judgment against the Company, the Company does not believe any such escrow requirement is enforceable against the Company.  If the escrow is ordered by the ACC, the Company intends to seek a waiver of the requirement.

ITEM 9.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

A VERY LIMITED MARKET FOR OUR SHARES

Our shares were listed on the OTC Pink tier (non-reporting) under the symbol ABCE.   As of June 30, 2013, the shares were last quoted at $0.17 per share.  On July 20, 2013, OTC Markets, Inc. de-listed the shares to the grey market.

We cannot give any assurance that a market for our shares will ever develop.  In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.  We intend to have our common stock again quoted on the OTC Bulletin Board®.  However, there is no assurance that we will be successful in finding a market maker who will be successful at having our shares quoted.  Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application, which is required for our shares to trade, is approved.  The OTC Bulletin 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.

Even if our shares are quoted on the OTC Bulletin Board®, 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.

13

ITEM 10.  RECENT SALES AND UNREGISTERED SECURITIES

Year 2011	Date	Shares		Amt Paid		Comm. Paid
Ek, Urban	01/05/11		18,000		36,000		23,400
Trotter, D	01/06/11		30,000		60,000		39,000
Tickner, Eric	01/07/11		12,500		25,000		16,250
Pottinger, J	01/11/11		46,831		93,662		60,880
Pottinger, J	01/18/11		3,377		6,754		4,390
Andersen, M	01/21/11		7,500		15,000		9,750
Colsell, G	01/21/11		1,500		3,000		1,950
Hopkinson, T	01/21/11		6,000		12,000		7,800
Rankin, Ian	01/21/11		7,500		15,000		9,750
Arnott, RDP	01/25/11		5,000		10,000		6,500
Walker, B	01/26/11		10,700		21,400		13,910
Billowes, R	01/28/11		7,500		15,000		9,750
Hadley, M	01/28/11		10,000		20,000		13,000
Mason, D	01/28/11		7,500		15,000		9,750
Baker, S	01/31/11		7,500		15,000		9,750
Craig, Ian	01/31/11		13,715		27,430		17,830
Mcdonald, M	01/31/11		3,500		7,000		4,550
Garsztka, R	02/01/11		5,000		10,000		6,500
Hewlett, P	02/01/11		5,000		10,000		6,500
Delve, J	02/02/11		15,000		30,000		19,500
Craig, I	02/03/11		1,500		3,000		1,950
Moir, R	02/03/11		6,235		12,470		8,106
Wood, J	02/17/11		10,000		20,000		13,000
McGuigan, C	03/03/11		10,000		20,000		13,000
Franey, J	03/11/11		5,000		10,000		6,500
Pottinger, J	08/19/11		70,000		24,500		15,925

Orr, B	08/24/11	42,857	15,000	9,750
Bate, B	08/24/11	100,000	40,000	26,000
Morgan J	09/07/11	30,000	12,000	7,800
Orr, B	09/08/11	57,143	20,000	13,000
Brittain, L	09/12/11	62,500	25,000	16,250
Gethin, A	09/12/11	62,500	25,000	16,250
Lees-Jones, D	09/12/11	62,500	25,000	16,250
Moir, R	09/14/11	16,173	6,469	4,205
Goodband, R	09/15/11	50,000	20,000	13,000
Gale, R	09/20/11	12,500	5,000	3,250
Etheridge, G	09/26/11	3,500	1,400	910
Cummings, I	09/29/11	30,000	12,000	7,800
Minchin, R	09/29/11	3,750	1,500	975
Barrow, T	09/30/11	70,000	24,500	15,925
Abell, M	09/30/11	40,000	16,000	10,400
Atkinson, I	09/30/11	40,000	14,000	9,100
Garsztka, R	10/03/11	15,000	6,000	3,900
Muir, R	10/04/11	19,000	7,600	4,940
Mason, D	10/05/11	12,500	5,000	3,250
Mitchell, E	10/06/11	40,000	16,000	10,400
Pottinger, J	10/07/11	100,000	35,000	22,750
Adams, T	10/11/11	12,500	5,000	3,250
Fleming, J	10/12/11	8,750	3,500	2,275
Frankiel,  A	10/17/11	20,000	7,970	5,181
Ballingal, T	10/17/11	4,000	1,600	1,040
Andersen, M	10/17/11	25,000	10,000	6,500
Hadley, Ml	10/18/11	130,000	52,000	33,800
Bunn, R	10/18/11	10,000	4,000	2,600
Rao, D	10/19/11	40,000	14,000	9,100
Tovar, J	10/25/11	62,500	25,000	16,250
Tovar, J	10/25/11	500,000	175,000	113,750
Gale, R	11/03/11	60,000	24,000	15,600
Scott, R	11/08/11	12,500	5,000	3,250
Brittain, L	11/17/11	37,500	15,000	9,750
Hadley, M	12/01/11	171,000	59,850	38,903
Gaw, J	12/02/11	37,500	15,000	9,750
Harvey, F	12/02/11	8,000	3,200	2,080
Frenkiel, A	12/08/11	120,000	42,000	27,300
Woods, J	12/08/11	77,500	31,000	20,150
Tickner, E	12/08/11	50,000	20,000	13,000
Ek, U	12/08/11	17,500	7,000	4,550
Adams, T	12/09/11	35,000	14,000	9,100
Ballingall, T	12/13/11	20,000	8,000	5,200
Lees-Jones, D	12/19/11	135,957	47,585	30,930
Wood, J	12/28/11	10,000	4,000	2,600
Gale, R	12/28/11	131,428	46,000	29,900

14

Year 2012	Date	Shares		Amt Paid		Comm. Paid
Hadley, M	01/17/12		33,000		12,540		8,151
Goodband, R	01/17/12		143,000		50,500		32,825
Bradley, P	01/18/12		12,500		5,000		3,250
Hurford, J	01/18/12		25,000		10,000		6,500
Bunn, R	01/19/12		7,500		3,000		1,950
Ek, U	02/02/12		25,000		10,000		6,500
Lees-Jones, K	02/08/12		24,400		8,000		5,200
Goodband, R	02/10/12		143,000		50,500		32,825
Minchin, R	02/10/12		3,750		1,500		975
Etheridge	02/13/12		19,750		7,900		5,135
Frenkiel, A	02/14/12		42,858		15,000		9,750
Morgan, J	02/14/12		20,000		8,000		5,200
Frenkiel, A	02/17/12		42,858		15,000		9,750
Dart, S	02/21/12		41,250		16,500		10,725
Brittain, L	02/21/12		45,000		15,750		10,238
Frenkiel, A	02/21/12		6,428		2,250		1,463
Frenkiel, A	02/22/12		40,000		14,000		9,100
Adams, T	02/27/12		14,285		5,000		3,250
Frenkiel, A	02/27/12		2,857		1,000		650
Winterburn, R	02/29/12		7,850		3,140		2,041
Paekmeyer, G	03/01/12		22,500		9,000		5,850
Holland, N	03/05/12		110,286		38,600		25,090
Gethin, A	03/09/12		71,571		25,050		16,283
Orr, J	03/14/12		26,250		10,500		6,825
Tickner, E	03/15/12		62,500		21,875		14,219
Gale, R	03/21/12		230,000		80,500		52,325
McDonald, M	03/22/12		12,500		5,000		3,250
Hewlett, D	04/17/12		20,000		8,000		5,200
Scott R	04/18/12		3,500		1,400		910
Holland, N	04/27/12		112,858		39,500		25,675
Holland, N	05/22/12		111,429		38,960		25,324
Gale, R	06/08/12		228,858		80,000		52,000
Gale, R	08/07/12		231,429		81,000		52,650

Year 2013	Date	Shares		Amt paid		Comm Paid
Morgan, J	03/08/13		15,150		5,000		3,250
Alexander, G	03/11/13		22,727		7,500		4,875
Bunn, R	03/15/13		22,725		7,480		4,862
Hopkinson, T	03/18/13		10,606		3,500		2,275
Kitts, G	03/18/13		7,575		2,500		1,625
Garsztka, R	03/18/13		106,000		35,000		22,750
Goodband, R	03/19/13		20,000		6,570		4,271
Harvey, F	03/20/13		12,045		3,975		2,584
Hinton, B	03/20/13		10,000		3,300		2,145
Hurford, J	04/03/13		12,500		4,090		2,659
Andersen, M	04/12/13		15,152		5,000		3,250
Rao, D	04/23/13		15,152		5,000		3,250
Gethin, A	04/26/13		330,000		100,000		65,000
Blackshaw, T	04/29/13		45,000		14,850		9,653
Hadley, M	05/08/13		25,000		8,230		5,350
Thoelke, R	05/15/13		110,370		36,422		23,674
Thoelke, R	05/15/13		4,133		1,364		887
Winser, C	05/17/13		24,000		7,920		5,148
Thoelke, R	05/29/13		110,033		36,310		23,602
Cummings, I	05/31/13		5,000		1,650		1,073

Morgan, J	06/05/13	15,150	5,000	3,250
Holland, N	06/17/13	186,740	50,000	32,500
Tickner, E	06/25/13	362,550	108,900	70,785
Morgan, J	06/25/13	12,121	4,000	2,600
Scott, R	06/26/13	5,000	1,625	1,056
Trotter, D	07/05/13	20,000	6,575	4,274
Thoelke, R	07/11/13	154,255	50,904	33,088
Brown, A	07/23/13	3,351	1,106	719
Orr, J	07/25/13	15,000	4,925	3,201
Cummings, I	07/25/13	10,000	3,300	2,145
Goodband, R	07/26/13	60,600	20,000	13,000
Blackshaw, T	07/26/13	54,925	18,125	11,781
Rao, D	07/26/13	15,152	5,000	3,250
Franey, J	07/26/13	15,160	4,972	3,232
Tickner, E	07/29/13	567,610	179,768	116,849
Wood, J	07/29/13	27,273	9,000	5,850
Fleming, J	07/29/13	15,158	5,002	3,251
Gaw, J	08/06/13	30,303	9,975	6,484
Walker, B	08/06/13	68,182	22,500	14,625
Ek, U	08/07/13	15,158	5,002	3,251
Hadley, M	08/14/13	24,000	7,900	5,135
Gethin, A	08/21/13	46,970	15,500	10,075
Tickner, E	08/29/13	30,303	10,000	6,500

15

Year 2013 (Cont'd)	Date	Shares	Amt paid	Comm Paid
Rao, D	09/11/13	30,303	9,975	6,484
Watson, R	09/16/13	30,315	10,004	6,503
Andersen, M	09/20/13	15,150	4,980	3,237
Morgan, J	09/20/13	15,150	4,970	3,231
Garsztka, R	09/24/13	10,600	3,500	2,275
Tickner, E	09/25/13	196,985	51,150	33,248
Tovar, J	10/01/13	187,500	61,875	40,219
Cummings, I	10/11/13	10,000	3,300	2,145
Hurford, J	10/16/13	15,158	4,967	3,229
Atkinson, I	10/16/13	21,212	6,975	4,534
Walker, B	10/23/13	100,000	33,000	21,450
Wood, J	10/23/13	7,575	2,465	1,602
Blackshaw, T	11/05/13	20,000	5,000	3,250
Tickner, E	11/06/13	100,000	25,000	16,250
Hadley, M	11/07/13	64,000	16,000	10,400
Morgan, J	11/13/13	16,000	4,000	2,600
Morgan, J	11/14/13	21,200	5,300	3,445
Hurford, J	11/14/13	20,000	4,965	3,227
Atkinson, I	11/14/13	24,243	7,975	5,184
Gaw, J	11/19/13	60,000	14,975	9,734
Rao, D	11/20/13	50,000	12,475	8,109
Sanyaolu, R	11/22/13	40,000	9,975	6,484
Andersen, M	11/22/13	20,000	4,970	3,231
Ballingall, B	11/22/13	20,000	4,965	3,227
Trotter, D	11/25/13	40,000	9,975	6,484
Franey, J	11/29/13	20,000	4,970	3,231
Booth, D	11/29/13	32,000	8,000	5,200
Cummings, I	12/04/13	15,152	5,000	3,250
Brown, A	12/04/13	4,267	1,408	915
Goodband, R	12/09/13	200,000	50,000	32,500
Thoelke, R	12/12/13	120,000	30,000	19,500
Thoelke, R	12/19/13	68,000	17,000	11,050

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		25,000		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

All securities listed above were issued pursuant to the provision of Regulation S under the Securities Act in that all of the securities were sold to non-US persons in an off-shore transaction(s), in compliance with the provisions of Regulation S.

16

ITEM 11.  DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Capital Stock

We are authorized to issue an aggregate number of 500,000,000 shares of common capital stock, $0.001 par value per share.

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 March 31, 2014, there were 17,768,574 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 up to 2,857,837 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.

Stock Transfer Agent

Our transfer agent is VStock Transfer, Inc., 18 Lafayette Place, Woodmere, NY 11598, telephone number 212-820-8436.

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has agreed to indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by Nevada law, the Articles of its Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by Nevada law, the Articles of its Bylaws.  The obligations of indemnification, if any, shall be conditioned on the Company receiving prompt notice of the claim and the opportunity to settle and defend the claim.  The Company may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent 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.

17

ITEM 13.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements are included in this Form 10 in Item 15.

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS

(a)    List separately all financial statements filed as part of the registration statement.

Audited Financial Statements for years ended December 31, 2013 and 2012

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets: As of December 31, 2013 and 2012

Consolidated Statements of Operations: For the Years Ended December 31, 2013 and 2012

Consolidated Statement of Stockholders' Equity: For the Period Beginning December 31, 2011 until the Year Ended December 31, 2013

Consolidated Statements of Cash Flows: For the Years Ended December 31, 2013 and 2012

Notes to the Consolidated Financial Statements for the Years Ended December 31, 2013 and 2012

(b)    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
3(ii)	By-Laws
10(a)	Share Exchange Agreement dated July 15, 2011
21	Subsidiaries of Registrant

18

ABCO ENERGY, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2013 and 2012

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets: As of December 31, 2013 and 2012	F-2
Consolidated Statements of Operations: For the Years Ended December 31, 2013 and 2012	F-3
Consolidated Statement of Stockholders' Equity: For the Period Beginning December 31, 2011 until the Year Ended December 31, 2013	F-4
Consolidated Statements of Cash Flows: For the Years Ended December 31, 2013 and 2012	F-5
Notes to the Consolidated Financial Statements for the Years Ended December 31, 2013 and 2012	F-6

19

 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, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2013. 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.An audit 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 audits provide 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, 2013 and 2012 and the results of its operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2013, 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/ L.L. Bradford &Company, LLC

Las Vegas, Nevada

June 26, 2014

F-1

ABCO ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2013 and 2012

ASSETS	December 31, 2013		December 31, 2012
Current Assets
Cash in bank	$	92,157	$	24,277
Accounts receivable –net of  reserve of $0 - Note 2		81,418		237,952
Inventory - Note 5		38,375		103,489
Total Current Assets		211,950		365,668
Fixed Assets – Note 8
Vehicles, office furniture & equipment –           net of  accumulated depreciation		35,203		50,589
Other Assets
Investment in long term leases – Note 7		21,712		22,675
Security deposits – Note 6		5,190		5,990
Total Other Assets		26,902		28,665
Total Assets	$	274,055	$	444,922
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	116,600	$	128,668
Note payable – Director – Note 9		60,000		15,000
Total Current Liabilities		176,600		143,668
Total Liabilities		176,600		143,668
Stockholders’  Equity: - Note 11
Common stock, 500,000,000 shares authorized, $0.001 par value, 17,768,574 & 20,065,634 outstanding at December 31, 2013 & 2012 respectively.		17,768		20,066
Additional paid in capital in excess of par		1,244,520		819,437
Accumulated deficit		(1,164,833		(538,249	)
Total Stockholders’ Equity		97,455		301,254
Total Liabilities and Stockholders’  Equity	$	274,055	$	444,922

See accompanying notes to the consolidated financial statements.

F-2

ABCO ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2013 and DECEMBER 31, 2012

	For the Year Ended Dec. 31, 2013			For the Year Ended Dec. 31, 2012
Revenues – Note 2	$	823,147		$	2,361,588
Cost of Sales		776,853			1,986,150
Gross Profit		46,294			375,438
Operating Expenses:
Selling, General & Administrative		667,955			535,866
Loss from operations		(621,661	)		(160,428	)
Other expenses
Interest on notes payable		4,923			3,691
Loss before provision for income taxes		(626,584	)		(164,119	)
Provision for income tax – Note 1		-			-
Net loss applicable to common shareholders	$	(626,584	)	$	(164,119	)
Net loss Per Share (Basic and Fully Diluted)	$	(.01	)	$	(.01	)
Weighted average number of common shares used in the calculation		18,917,104			19,097,752

See accompanying notes to the consolidated financial statements.

F-3

ABCO ENERGY, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD ENDING DECEMBER 31, 2011

THROUGH THE YEAR ENDED DECEMBER 31, 2013

	Common Stock									Preferred Stock							Total
	Shares			Amount $0.001Par			Addt’l Paid in Capital			Series A Shares Amount				Accumulated Deficit			Stockholders’ Equity
Balance at December 31, 2011		18,129,871		$	18,130		$	855,274		$	0	$	0	$	(374,130	)	$	499,274
Common shares issued under private placement offering  net of expenses		1,935,763			1,936			172,204										174,140
Legal & administrative expense- public offering								(208,041	)									(208,041	)
Net (loss) for the period		-			-			-			-		-		(164,119	)		(164,119	)
Balance at Dec. 31, 2012		20,065,634			20,066			819,437			0		0		(538,249	)		301,254
Common shares issued under private placement offering  net of expenses		4,302,940			4,302			464,816										469,118
Common shares cancelled		(6,600,000	)		(6,600	)												(6,600	)
Legal & administrative expense- public offering								(39,733	)									(39,733	)
Net (loss) for the period		-			-			-			-		-		(626,584	)		(626,584	)
Balance at Dec. 31, 2013		17,768,574		$	17,768		$	1,244,520		$	0	$	0	$	(1,164,833	)	$	97,455

See accompanying notes to the consolidated financial statements.

F-4

ABCO ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012

	For The Year Ended Dec. 31, 2013			For The Year Ended Dec. 31, 2012
Cash Flows From Operating Activities:
Net Income (loss) for the period	$	(626,584	)	$	(164,119	)
Add back non-cash items –depreciation		14,639			11,478
Adjustments to reconcile net income or (loss) to net cash provided by (used for) operating activities
Accounts receivable (incr.) decr.		156,534			193,430
Inventory (incr.) decr.		65,114			10,398
Other current assets (incr.) decr.		(2,012	)		2,012
Payment of Director’s short term debt		45,000			(5,000	)
Accounts payable & accrued expenses - incr. (decr.)		(12,068	)		(118,483	)
Net cash provided ( used for) operating activities		(359,377	)		( 70,284	)
Cash Flows From Investing Activities:
Purchase of vehicles, furniture & equipment		3,241			( 33,429	)
Principal payments on long term leases		(964	)		1,054
Product and lease deposits		(800	)		(690	)
Net cash provided by (used for) investing activities		1,477			(33,065	)
Cash Flows From Financing Activities:
Proceeds from sale of common stock – net of expenses – Note 11		468,518			174,140
Expenses of public stock offering – Legal and other filing – Note 11		(39,733	)		(208,041	)
Net cash provided by financing activity		428,785			(33,901	)
Net increase (decrease) in cash		67,931			(137,250	)
Cash At The Beginning Of The Period		24,226			161,476
Cash At The End Of The Period	$	92,157		$	24,226

Schedule of Non-Cash Investing and Financing Activities - Supplemental Disclosure

Cash paid for interest	$	4,923	$	3,691
Common stock issued for consulting fees – at par			$	50
Cancellation of common shares - at par	$	6,600

See accompanying notes to the consolidated financial statements.

F-5

ABCO ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012

Description of Business

Note 1 Overview and Description of the Company

ABCO Energy, Inc. is an installation contractor for alternative energy products that are used in the replacement of fossil fuel energy generation.  ABCO is a Nevada corporation, which maintains offices located in Tucson and Phoenix, Arizona.

ABCO Energy holds 100% of the outstanding common shares of ABCO Solar, Inc., an Arizona corporation, whose business is the installation of solar photovoltaic products, solar thermal products and energy efficient lighting products (LED lighting).

ABCO Energy holds 100% of the outstanding common shares of ABCO Thermal, LLC, an Arizona limited liability company, whose business is the installation of solar hot water and plumbing systems.

ABCO Energy holds 100% of the outstanding common shares of Alternative Energy Finance Corporation (AEFC), a Wyoming and Arizona corporation.  AEFC offers leasing and other financial services for the alternative energy industry.

ABCO Energy, Inc. (the “Company” or “ABCO Energy”) was formerly named “Energy Conservation Technologies, Inc. (ENYC)” and currently trades with the symbol “ABCE”.

ABCO sells and installs Solar Photovoltaic, Solar Thermal products and LED lighting products that 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, Mage, Siliken Solar, Westinghouse Solar and others.  We also purchase products from Schuco, Phillips 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 manufactures a solar street lights with several proprietary features.  All manufacturing is provided by contractors.  ABCO has sold a multiple pole contract during first quarter 2014 to a prominent American Indian nation in the Southwest US and is quoting several other projects.

ABCO offers various solar leasing and long term financing programs from Sunpower, NRG, Clean Power Finance, Soligent and AEFC that are offered to ABCO Energy customers and other marketing and installation organizations.

We are operating in Tucson, Phoenix and Williams, Arizona.  We also operate in New York State with an office in NY, NY.  We operate all of our locations as company owned businesses.  Tucson is our warehousing and training facility for all other company operations.

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 and for the interim period 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.

F-6

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	2013				2012
Solar PV residential and commercial sales	$	471,585	57	%	$	1,937,541	83	%
Solar thermal residential -commercial		92,611	11	%		20,595	-
ABCO LED & energy efficient lighting		256,435	31	%		401,493	17	%
Interest Income		2,516	1	%		1,959	-
Total revenue	$	823,147	100	%	$	2,361,588	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

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 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.

F-7

Inventory

Inventory is recorded at cost and is managed on a first in first out method.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of certain assets and liabilities for financial and tax reporting.  Deferred taxes represent the future tax return consequences of those differences, which will be taxable either when the assets and liabilities are recovered or settled.  Deferred taxes also are recognized for net operating losses (NOL) that are available to offset future federal income taxes.  Income tax expense is the current tax payable or refundable for the period plus or minus the net change in the deferred tax asset and liability accounts.  A deferred tax asset results from the benefit of utilizing the NOL carry-forwards in future years.

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.

We have adopted FIN 48, Accounting for Uncertainty in Income Taxes – An interpretation of FASB Statement No. 109 (“FIN48”). FIN 48 clarifies the accounting for uncertainty in tax positions by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. During the periods presented in this report there were no changes in our unrecognized tax benefits.

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.  The company has no stock based compensation reported in these financial statements.

Effects of Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”) (now contained in FASB Codification Topic 805- Business Combinations). Among other changes, SFAS 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction at fair value; and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, including earn-out provisions. Effective January 1, 2009, the Company adopted SFAS No. 141(R).  The adoption of SFAS No. 141(R) has not had and is not expected to have a material impact on the results of operations and financial position.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with GAAP.  With the issuance of this statement, the FASB concluded that the GAAP hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company has evaluated the new statement and has determined that it will not have a significant impact on the determination or reporting of its financial results.

F-8

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. As a result, the Company incurred accumulated net losses from inception through the period ended December 31, 2013 of $1,164,833. 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 Share Exchange Agreements between ABCO Energy, Inc. and Energy Conservation Technologies, Inc. (ENYC)

On July 1, 2011 Energy Conservation Technologies, Inc. (ENYC) completed a share exchange agreement (SEA) to exchange ENYC shares for 100 % of the common shares of ABCO Energy.  The Company has accounted for this transaction utilizing the purchase method as directed in SFAS 141 and FASB Statement No. 38.

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, equaling approximately 9% of the post-exchange outstanding ABCO common shares. The result of the reverse split was a reissue of all pre-acquisition shares of ENYC with ABCO shares.

The share exchange agreement resulted in the issuance of the following shares:

Issued to	Issued for	Number of shares
Management of ENYC (1) (Cancelled in 2013)	Inventory – subject to escrow agreement		0
To be issued to management and insiders	Shares exchanged		112,849
To be issued to ENYC preferred shareholder	Preferred share conversion		124,254
To be issued to non-management ENYC shareholders	Common shares exchanged		538,627
Total shares to be issued	Exchanged shares total		775,730

(1) The controlling shareholders of pre-exchange ENYC agreed to purchase the inventory of ENYC for cash after closing of the SEA.  A total of 600,000 restricted shares were held in escrow until the payment to the company of $92,248 or these shares were to be cancelled for non-payment.  This group of shares was canceled in 2013 in exchange for the inventory by mutual agreement resulting in a net acquisition issue of 775,730 shares.

F-9

ABCO Energy pre-acquisition shareholders were issued 13,957,708 shares of the post-acquisition company.

An additional 120,000 shares were issued to consultants who were instrumental in the completion of the transaction. The value of $120 ($0.001 per share (par)) for this service has been charged to expense in the transaction.

The predecessor to ABCO Energy, the private company, was liquidated after transferring all of its assets to ENYC.  The private company owned the wholly owned subsidiaries, ABCO Solar and AEFC prior to the exchange agreement.

Note 6 Security deposits and Long Term Commitments

The Company has paid security deposits on the two rented spaces it occupies for offices and warehouse which total $5,190 on December 31, 2013 and $5,990 on December 31, 2012.  This table describes the rent commitments as of date of this statement.

Location	Expiration	Monthly Amount		Remainder Amount
Tucson, AZ	March 31, 2013	$	1,696	$	0
Phoenix, AZ	February 28, 2016	$	1,254	$	32,604

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. The NY office lease has expired and the Company has moved the office to a consultant’s home.

Note 7 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.  In addition, AEFC takes assignments of utility rebates and US treasury department section 1603 grants for alternative energy credits.

Long term leases recorded on the consolidated financial statements were $21,712 and $22,675 at December 31, 2013 and December 31, 2012 respectively. The aggregate total of leases receivable over the entire term including inputted interest at 8% internal rate of return is approximately $39,843 and $40,897 at December 31, 2013 and December 31, 2012 respectively.

Note 8 Property and equipment

The Company has acquired all of its office and field work equipment with cash payments and do not owe any liens or mortgages.  These assets consist of vehicles, office furniture, tools and various equipment items and the totals are as follows:

Asset	December 31, 2013		December 31, 2012
Equipment	$	72,308	$	75,549
Accumulated depreciation		37,105		24,960
Net Fixed Assets	$	35,203	$	50,589

Note 9 Note Payable Officer

Officer’s loan is a demand note totaling $60,000 and $15,000 as of December 31, 2013 and December 31, 2012 respectively.  This note provides for interest at 12% per annum and is unsecured.  Notes payable to the Director resulted in an interest charge of $7,240 and $3,691 for the period ended December 31, 2013 and 2012 respectively.

F-10

Note 10 Legal Matters

On June 5, 2014, the Arizona Superior Court entered a Judgment (“AZ Judgment”) affirming the ruling of the Arizona Corporate Commission (“ACC”) dated March 21, 2013.  This means that the Company, a successor in interest to Westcap Energy, Corp. (“Westcap”) may have successor liability and may be required to participate in the rescission process; however there is no judgment or order against the Company.  The AZ Judgment states that Westcap, jointly and severally with the other defendants, is ordered to pay the $15,000 penalty to the ACC along with offering rescission (“Rescission Offer”) to the 24 shareholders who received stock under the initial Westcap Reg. S offering.  A Notice of Appeal has been filed on behalf of Westcap and the other defendants with the Arizona Court of Appeals. The filing of this Notice does not stay the enforcement of AZ Judgment.  Westcap, under the AZ Judgment, has sixty (60) days from June 5, 2014, to commence the Rescission Offer to the 24 shareholders who are now Company shareholders.  It is the Company’s opinion that the defense of the legal position of all defendants is in the best interest of all shareholders and therefore has paid legal fees during 2013 totaling $23,785.

The Company previously offered rescission voluntarily to the 21 of the 24 old Westcap shareholders who could be reached, and none elected to accept the rescission offer.  The Company believes that the ACC mandated rescission offer to the same 24 shareholders will ultimately not have an adverse impact on the Company’s financial condition.  Accordingly, the Company has not recorded a liability on the legal matter or the $15,000 penalty.  If Westcap and the other defendants fail to comply with the provisions of the AZ Judgment, i.e., pay the penalties and complete the Rescission Offer, then under the terms of the AZ Judgment, $388,495 plus interest at 4% from June 5, 2014, shall become immediately due and payable to the State of Arizona.

It is within the ACC’s power to order the rescission funds to be placed into escrow matching the amount required to accomplish rescission to all 24 shareholders.  The ACC has thus far not indicated that the escrow payment will be required. If the aggregate of the 24 potential rescission claims plus the 4½% interest allowed by law, is agreed to be placed into escrow, absent the infusion of new capital into the Company, the Company will be unable to pay the required amounts into escrow.  Because there is no Judgment against the Company, the Company does not believe that the Rescission requirement, including any such escrow requirement is enforceable against the Company.  If the escrow is ordered by the ACC, the Company would seek a waiver of the requirement.

Note 11 Stockholder’s Equity

ABCO Energy was incorporated on July 29, 2004.  Its predecessor ABCO Solar was incorporated October 8, 2008 and capitalized for the sum of $10,000 and the Founders were issued 10,000,000 restricted common shares for organizational efforts.  The capitalization sum of $10,000 was charged to compensation, common stock and additional paid in capital.  On December 31, 2010 an ABCO director converted a promissory note in the amount of $50,000 into 1,000,000 shares of common stock.  These transactions resulted in total common stock equity of $60,000.

On March 2, 2010, the Company began a private placement of an 8% Series A Convertible Preferred Stock (“Preferred Stock”) offering which was offered only in the European markets.  All preferred shares sold in this offering were convertible to common stock upon the event of going public on USA markets.  The Preferred Stock had an interest requirement of 8% per annum which ceased upon the conversion to common or when held for 12 months.  This offering was terminated as of March 31, 2011.  Effective July 1, 2011, all of the Preferred Stock was converted to common shares.  The conversion resulted in the issue of 2,957,708 common shares with a net capitalized value of $403,018 after related offering expenses.

Effective July 1, 2011 the Company entered into the SEA with ENYC, traded over the counter under the symbol ENYC.OTC.  As a result of the SEA, the Company’s pre-acquisition shareholders and consultants retained ownership of 775,730 shares and 120,000 shares respectively.  The owners elected to retain the inventory and accordingly canceled 600,000 shares of common stock in 2013 as a condition of the SEA.

F-11

In August 2011, the Company began a second European private placement offering of restricted common stock to non USA citizens only.  The offering consisted of up to 5,000,000 shares of common stock offered at the price of $0.40 USD per share.  As of December, 2013, the Company had sold 4,841,856 shares.

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 6,000,000 shares of common stock offered at the price of $0.33 USD per share.  As of December 31, 2013, the Company had sold 4,239,612 shares.

ABCO settled a substantial legal billing for the preparation of the Regulation A offering and its FINRA applications with the issuance of 50,000 shares of restricted common stock.  The shares were recorded at par during the 2012 and resulted in a reduction in legal fees expense and an increase in equity.

On March 18, 2013 the company founder cancelled the original issue 6,000,000 shares to satisfy a requirement for FINRA approval of the company merger, name change and roll back of ENYC shares. Additional shares sold plus this action resulted in the total number of common shares outstanding to be 17,768,574 and 20,065,634 as of December 31, 2013 and December 31, 2012 respectively.

On September 11, 2013 the Securities and Exchange Commission approved the amended/updated ABCO Energy, Inc. Regulation A offering documents, so that the Company may offer 6,250,000 shares of free trading common stock for an aggregate amount not to exceed $3,437,500.  The Company is presently in the process of completing this financing.   Legal fees relating to the Regulation A offering, blue sky registrations with states and other fund raising expenses were charged to additional paid in capital in the amount of $49,733 and $208,041 during the years ended December 31, 2013 and 2012 respectively.

F-12

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused the registration statements to be signed on its behalf by the undersigned thereunto duly authorized.

	ABCO ENERGY INC.
Date:  July 1, 2014	By:	/s/ Charles O’Dowd
		Charles O’Dowd
		President and CEO

	ABCO ENERGY INC.
Date:  July 1, 2014	By:
		Charles O’Dowd
		President and CEO

20

EX-3.I

Exhibit 3(i)

Exhibit A

2,886,704 of the authorized capital shares of the Company to be preferred shares and further designates that the 2,886,704 preferred shares shall be classified is® "Series A Convertible Preferred Stock”;

and

RESOLVED; that the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of the shams of the Series A Convertible Preferred Stock shall be as follows:

Section 1. - Designation and Amount. The designation of the series of Preferred Stock created by this resolution shall be "Series A Convertible Preferred Stock*' (hereinafter called the "Series”), and the number of shares constituting this Series shall be 2,886,704. Shares of this Series shall have a stated par value of $0.00! per share.

Section 2, Dividends. If the Company declares a dividend or distribution on the common stock of the Company (the "Common Stock" or "Common Shares”), the holders of shares of this Series shall be entitled to receive for each share of this Series a dividend or distribution of the amount of the dividend or distribution that would be received by a holder of the Common Stock into which such share of this Series could be converted on the record date for such dividend or distribution.

Section 3. No Liquidation Preference. The holders of this Series shall receive liquidating distributions ratably with the holders of Common Stock on a share for share basis. A consolidation or merger of the Company, with or into another company shall not be considered a liquidation, dissolution or winding up of the Company or a sale or other disposition of all or substantially all of the assets of the Company.

Section 4. Voting Rights. Each holder of any shares of this Series shall have the right to 1 vote for each share of this Series at the record date for the determination of the stockholders entitled to vote on such matters or If no record date is established, at the day prior to the date such vote is taken or any written consent of stockholders is first executed.

With respect to such vote, such holders (I) shall have voting rights and powers equal on a 1 for 1 basis to the voting rights and powers of the holders of Common Stock, (ii) shall be entitled, notwithstanding any provision hereof, to notice of any stockholders meeting in accordance with the bylaws of the Company, and (iii) shall be entitled to vote,

together with Holders of Common Stock with respect to any question upon which holders of Common Stock have the right to vote.

Section 5. Conversion. At any time or from time to time, in whole or in part, each one Share of the Series may be converted by the holder into a number of shares of the Company’s common stock equal to 1/288,870 of 1.009% of the Company's outstanding common stock on the date of conversion, calculated on a fully diluted basis, as though all warrants, options, convertible debt, and any other class of convertible preferred stock, and any and all other stock rights, had been fully exercised or converted, but excluding all outstanding Series A Convertible Preferred, including the Series shares to be converted.

At anytime on or after May 1, 2010, the Company shall have the right to call the Series A Preferred Stock for conversion, and cause all, but not less then all, of said Series to be converted into common stock of the Company on the same terms for conversion as set forth above in this Section 5.

Mechanics of Conversion. The conversion of shares of the Series shall be conducted In the following manner:

(1)           Series           Holder's Delivery Requirements. To convert a share of the Series into shares of Common Stock on any date set forth in a Conversion Notice to be issued by the Series holder (the "Conversion Date") Series Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., Pacific Time on such date, a copy of a fully executed notice of conversion (the "Conversion Notice") to the Company, and (B) surrender to a common carrier for delivery to the Company as soon as practicable following the date of the Conversion Notice the original Certificate representing his shares of the Series, with written instructions as to the number of shares of the Series to be converted into Common Stock.

(2)            Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than three (3) business Days after receipt of such Conversion Notice, send, via facsimile and overnight courier, a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to such Series Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion Confirmation, the Company shall issue and surrender to a common carrier for delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Series Holder shall be entitled as a result of his conversion of shares of the Series. If less than the all the Series Holder's Series shares are submitted for conversion,

then Company shall immediately issue the Series Holder a new Certificate for the Shares of the Series which are not converted and remain in the hands of the Series Holder.

(3)            Record Holder The person or persons entitled to receive the shares of common Stock issuable upon a conversion of shares of the Series shall be treated for all purposes as the shareholder or holders of such shares of Common Stock on the Conversion Date.

(4)            Taxes. The Company shall pay any and all transfer taxes that may be payable with respect to the issuance and delivery of Common Stock upon the conversion of shares of the Series.

Section 6. No Preemptive Rights. Holders of shares of this Series shall have no first right of refusal to purchase any shares sold by the Company in the future.

Section 7. Consolidation or Merger. In the case of any consolidation or merger to which the Company is a party (other than a consolidation or merger In which the Company is the surviving or continuing corporation and in which the shares of Common Stock outstanding immediately before the merger or consolidation remain unchanged) or in the case of any sale or transfer to another company of the Company as an entirety or substantially as an entirety, then, if any shares of this Series are to remain outstanding following the consummation of such transaction, the Company shall make appropriate provision, or cause appropriate provision to be made, so that, upon conversion thereof, holders of shares of this Series outstanding immediately prior thereto shall have the right to receive the kind and amount of securities, cash or other property receivable upon the consummation of such transaction by a holder of the number of shares of Common Stock into which such shares of this Series would have been converted if conversion had occurred immediately before the date of the consummation of such transaction. The provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by a duly authorized officer of the Company this 7th day of April, 2009.

EX-3.II

Exhibit 3(ii)

BYLAWS

OF

ENERGY CONSERVATION TECHNOLOGIES, INC.

July 29, 2004

ARTICLE I

OFFICES AND CORPORATE SEAL

SECTION 1.1 Registered Office. The registered office of ENERGY CONSERVATION TECHNOLOGIES, INC. (hereinafter the "Corporation"), in the State of Nevada shall be c/o Capitol Corporate Services, Inc., 202 South Minnesota Street, Carson City, Nevada 89703. In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board. The Board of Directors may change the Corporation's registered office and principal office from time to time.

SECTION 1.2 Other Offices. The Corporation may also maintain offices at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors (hereinafter the "Board"), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

SECTION 1.3 Corporate Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words "corporate seal", the year incorporated, and the state where incorporated.

ARTICLE II

SHAREHOLDERS

SECTION 2.1 Shareholders Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 PM., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to Sections 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.2 Annual Meetings. Annual meetings of shareholders shall be held on a date designated by the Board of Directors or if that day shall be a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting.  At the annual meeting, shareholders shall elect the Board and transact such other business as may properly be brought before the meeting. In the event that an annual meeting is not held on the date specified in this Section 2.2, the annual meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.3 Special Meetings of Shareholders. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada statute or by the Articles of Incorporation (hereinafter the" Articles "l. may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. In the event that the President or Secretary fails to call a meeting pursuant to such a request,a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.4 List of Shareholders. The officer who has charge of the stock transfer books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.

SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of, or permitted to vote at, any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the record date shall be 4:00 p.m. on the day before the day on which notice of the meeting is given or, if notice is waived, the record date shall be the day on which, and the time at which, the meeting is commenced. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix a new record date for the adjourned meeting and further provided that such adjournments do not in the aggregate exceed thirty (30) days. The record date for determining shareholders entitled to express consent to action without a meeting pursuant to Section 2.9 shall be the date on which the first shareholder signs the consent.

SECTION 2.7 Quorum and Adjournment. (a) The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by Nevada statute or by the Articles. (b) Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless the vote of a greater number or voting by classes is required by Nevada statute or the Articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting. (c) If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.

SECTION 2.9 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.

SECTION 2.10 Waiver. A shareholder's attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented. A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice before, at or after the time of the meeting.

SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy. The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as secretary. The chairman shall conduct the meeting in accordance with the Corporation's Articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting. After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present then the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast. Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in accordance with this section. If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.

SECTION 2.12 Election Inspector. The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting. If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment. If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.

ARTICLE III

DIRECTORS

SECTION 3.1 Number and Election. The number of directors that shall constitute the whole Board shall initially be one; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one or more than nine. Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.

SECTION 3.2 Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute, the Articles, or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 3.3 Resignation of Directors. Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 3.4 Removal of Directors. Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.

SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal of a director and newly created directorships resulting from any increase in the authorized number of directors shall be filled by the shareholders in accordance with Section 3.1.

SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the directors then serving, all meetings of the Board of Directors shall be held at the Corporation's principal office between the hours of 9:00 a.m. and 5:00 PM, and such meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.6 shall constitute presence in person at such meeting.

SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.

SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 3.9 Special Meetings. Special meetings of the Board may be called by the President or the Secretary with seven (7) days notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, or if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors and shall be held at the time designated by those directors in the notice.

SECTION 3.10Quorum and Voting. A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum. If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present, then the affirmative vote of a majority of directors present is the act of the Board of Directors.

SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Committees of the Board. The Board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board. The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

SECTION 3.13 Compensation. To the extent authorized by resolution of the Board and not prohibited or limited by the Articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board. No such reimbursement or payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 3.14 Waiver. A director's attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

SECTION 3.15 Chairman of the Board. A Chairman of the Board may be appointed by the directors. The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws. The Vice Chairman, if one has been elected, shall serve in the Chairman's absence.

SECTION 3.16 Conduct of Meetings. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(a) The Chairman of the Board;

(b) The Vice Chairman;

(c) The President of the Corporation; or

(d) A director chosen by a majority of the directors present, or if a majority is unable to agree on whom shall act as chairman, then the director with the earliest date of birth shall act as the chairman.

The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof. The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting. The Board shall keep regular minutes of its proceedings.

ARTICLE IV

OFFICERS

SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board. Any number of offices may be held by the same person, unless the Articles or these Bylaws otherwise provide. If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary. An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the Articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with Article v.

SECTION 4.2 Subordinate Officers. The Board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

SECTION 4.3 Appointment, Term of Office, Oualification. The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.

SECTION 4.4 Resignation. Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 4.5 Removal. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.6 Vacancies. A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV for appointment to such office.

SECTION 4.7 The President. The President shall preside at all meetings of shareholders. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.

SECTION 4.8 The Vice President. Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws. At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the President.

SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He may sign, with the President, certificates of stock of the Corporation. He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe. If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.

SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board. He may sign, with the President or a Vice President, certificates of stock of the Corporation. If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.

SECTION 4.11 Compensation. The Board shall have the power to set the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.

ARTICLE V

AUTHORITY TO INCUR CORPORATE OBLIGATIONS

SECTION 5.1 Limit on Authority. No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders. Such authority may be general or confined to specific instances.

SECTION 5.2 Contracts and Other Obligations. To the extent authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.

ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 6.1 Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.

SECTION 6.2 Issuance. Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for the shares is adequate. A certificate shall not be issued for any share until such share is fully paid.

SECTION 6.3 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be December 31.

ARTICLE VIII

DIVIDENDS

From time to time the Board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles.

ARTICLE IX

INDEMNIFICATION

The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles or these Bylaws. The Corporation's obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim. The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.

ARTICLE X

REPEAL, ALTERATION OR AMENDMENT

These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose. Any amendment made by the shareholders may not be amended by the Board unless authorized by the shareholders. No amendment made by the Board that impairs the rights of any shareholder shall be valid.

IN WITNESS WHEREOF, the undersigned, being the directors of Energy Conservation Technologies, Inc., adopt the foregoing Bylaws, effective as of the date first written above.

/s/ Fazle Quazi

By: Fazle Quazi

Director

/s/ Jay Lutsky

By: Jay Lutsky

Director

CERTIFICATION

The undersigned, as Secretary of Energy Conservation Technologies, Inc., hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors.

/s/ Jay Lutsky

By: Jay Lutsky

Director

EX-10.A

Exhibit 10(a)

STOCK EXCHANGE AGREEMENT

This STOCK EXCHANGE AGREEMENT ("Agreement") between Energy Conservation Technologies Inc., a Nevada Corporation ("ENYC"), doing business at 3027 N 75th Street, Boulder, CO 80301 and Westcap Energy, Inc., a Nevada corporation ("WCE"), doing business at 1000 East Fort Lowell Road, Tucson, Arizona 85719.  These corporations, acting by their respective boards of directors, have entered into this agreement on the 15th day of July, 2011, hereinafter collectively referred to as the "Parties".  The Effective Date shall be the First Day of July, 2011 to coincide with the quarterly closing for the entities for financial reporting purposes.

WHEREAS, WCE is a corporation organized and existing under the laws of the State of Nevada, with its principal business office and a subsidiary corporation Westcap Solar, Inc. located in Tucson Arizona;

WHEREAS, ENYC is a corporation organized and existing under the laws of the State of Nevada, with its principal business office located in Boulder, Colorado;

WHEREAS, the respective Boards of Directors of the Parties, deem it desirable and in the best interests of the shareholders to enter into this Agreement pursuant to the terms and conditions contained herein;

WHEREAS, the respective shareholders of the Parties have cast a majority of the votes of the voting shares for this transaction and deem it desirable and in the best interests of the corporations to enter into this Agreement pursuant to the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the promises and mutual agreements, provisions and covenants herein contained, it is agreed by and between the parties that, in accordance with the provisions of the laws of the State of Nevada, there shall be an acquisition of all shares of WCE by ENYC, with controlling interest of WCE being transferred to ENYC.  The shareholders of WCE shall receive newly issued shares of ENYC and will immediately control ENYC post-exchange.

ARTICLE I

EXCHANGE OF OWNERSHIP EQUITY

Share Exchange:

1.   Simultaneous with this acquisition, all ENYC preferred shares shall be converted to common shares.

2.   Post-acquisition all currently existing pre-acquisition ENYC shares shall be rolled back on a one for twenty three reverse division including the converted preferred shares.  The resulting shares totaling 1,375,730 common shares shall be held or retained by existing ENYC shareholders after the reverse division in the same percentage of holding as before the reverse division. No fractional shares shall be issued.

3.   ENYC shall exchange 13,957,708 shares of ENYC common stock for 100% of the total ownership of WCE Nevada in order to accomplish the goals of this agreement. After closing, WCE shall distribute the ENYC shares to its shareholders in equal proportion to their holdings prior to the acquisition.

4.   Under the terms of this Agreement to merge between ENYC and WCE effective July 1, 2011, ECT’s balance sheet included as its only asset $92,248 of component inventory as described more fully on Exhibit A.  The Exhibit includes a description of each type of component, the number on hand, the current market price per unit and a total for each type of component.

5.   WCE hereby agrees to hold the components for purchase by Boulder Lamp, Inc. and further agrees to sell the components at the prices set forth on Exhibit A as long as a sufficient number of the type of component desired remains on hand.  The components will be maintained in a segregated container from other components owned by Boulder Lamp and will be available for inspection by WCE during normal business hours.

6.   As consideration for WCE agreeing to hold the component inventory and sell it to Boulder Lamp on the terms set forth above, the Officers and Directors of Boulder Lamp hereby agree to place into an Escrow Account controlled by a mutually acceptable escrow agent (Escrow Agent) the number of ENYC shares proportionately owned by the respective ENYC Officer or Director.  The proportionate shares to be held in escrow represent the Officer or Director’s proportionate share of 600,000 shares out of a total of 1,375,730 shares retained by all shareholders of ECT after a 1 for 23 reverse division of ECT shares subsequent to this agreement between the two entities.

7.   It is further agreed that the shares held in escrow will be released by the Escrow Agent upon full purchase of the components listed on Exhibit A by Boulder Lamp, or its assigns.

8.   At the close of this Agreement, it is understood and agreed that WCE shareholders will be issued restricted common shares of ENYC in a percentage equal to ninety one and 03/100 percent (91.03%) of the total number of shares of ENYC outstanding after the closing. These restricted shares shall be held by WCE shareholders and will be distributed pro-rata to all pre-closing shareholders of WCE.  WCE shareholders shall hold voting majority at the closing of this agreement.

9.   At the close of the agreement all pre-closing shareholders of ENYC shall hold eight and 97/100 percent (8.97%) of the total outstanding shares of post-closing ENYC.

10.   All pre-closing ENYC management and director shareholders shall receive only 144 restricted shares to be held for six months holding before eligible for legend removal.

11.   The new Board of Directors of ENYC shall be voted into office by the shareholders immediately following closing. The physical deliverance of shares shall not be required at closing.

12.   All shares issued to WCE shareholders shall be issued under Regulation 144 of the Rules and Regulations of the United States Securities and Exchange Acts and are to be subject to certain trade restrictions thereto.

13.   Upon Closing, ENYC Board of Directors shall resign and all ENYC officers shall resign.

14.   All financial and operational responsibilities of ENYC post-closing shall become the responsibility of the new ENYC Board of Directors.

15.   The resulting final share issue shall be a total of 15,333,438 common shares of ENYC.  The following table indicates the final holding position of the parties.

	Pre-closing shareholdings	Percentage of Ownership	Reversal	Post-closing Resulting shareholdings
ENYC Shareholders shares at closing	28,783,944	8.16	23	1,251,476
ENYC Converted preferred to common	2,857,837	.81	23	124,254
WCE shares after closing	13,957,708	91.03	NA	13,957,708
Total shareholding after closing		100.00	NA	15,333,438

ARTICLE II

FUNDING OPERATIONS OF ENYC

WCE has certain connections and friendship with investors or investment groups.  It is understood that raising capital to build a profitable business is the primary purpose of this agreement.  The post-closing Board of Directors of ENYC will attempt on a best efforts basis to raise a minimum sum of $2,000,000 dollars for capital infusion into ENYC, net after expenses.  It is also understood that future investor funds will purchase restricted shares of common or convertible preferred stock to be issued under Regulation 144, including but not limited to Regulation D and Regulation S, of the Rules and Regulations of the United States Securities and Exchange Acts and are to be subject to certain trade restrictions thereto.

ARTICLE III

ASSETS AND LIABILITIES

           On the closing date of this Agreement, all of the assets and liabilities of WCE shall remain the property and liabilities of WCE. The ownership of all shares of WCE will be owned by ENYC post-closing.  ENYC shall then file consolidated financial reports in the future.

1.   Other Assets:  All real, personal and mixed property, as well as stock subscriptions and all other choses in action, and all and every other interest of or belonging to ENYC shall be sold or transferred, and the title to any real estate or any interest, whether vested by deed or otherwise, shall not revert or be in any way impaired by reason of this Agreement.  It is understood that the inventory asset shall be the only ENYC asset on the books of post-closing ENYC.

2.   Liabilities and debts: It is understood and agreed to by WCE that post-closing ENYC is not assuming the debts, liabilities and obligations of pre-closing ENYC unless they are identified and agreed to as disclosed in Exhibit A.  There shall be no tax liability or compensation liabilities of any kind assumed by the post-closing entity ENYC.   (Any obligations assumed must be deducted pro-rata from insider shares at $0.002 per share to match the market value of the corporation pre-closing)

3.   Future Liabilities of ENYC:  Any future liabilities for product warrantees or guarantees, unforeseen liabilities, government charges that existed prior to closing shall be charged to pre-closing shareholders in pro-rata share of their pre-closing ownership or exchanged for ENYC  post-closing shares owned by pre-closing ENYC shareholders at market value.

4.   Name and website:  The corporate name and website and all ownership thereof shall remain the property of post-closing ENYC.

5.    Book and records:  The books and records of all transactions since inception of pre-closing ENYC shall become the property of post-closing ENYC for filing and audit purposes.  Such records shall be boxed and transferred to the post-closing Board of Directors immediately after closing. Pre-closing management of ENYC shall have unlimited access to these records for duplication and review at any time in the future.

ARTICLE IV

INDEMNIFICATION

WCE hereby indemnifies and shall hold ENYC harmless from any losses, claims, damages or liabilities in the event anyone should initiate an action against ENYC after closing in connection with this Agreement.  Pre-closing ENYC shareholders shall not be liable for any settlement of any proceeding or claim, but if settled with such consent or if there is a final judgment for the plaintiff, WCE agrees to indemnify pre-closing ENYC shareholders against any loss or liability by reason of such settlement or judgment.

ENYC and WCE agree that they will vigorously defend and hold harmless the Pre-closing Officers and Directors of ENYC in the event of any litigation filed against either ENYC or its Officers and Directors as a result of this Agreement and the transactions approved by the Pre-closing Directors related to this transaction.

ARTICLE V

CONDUCT OF BUSINESS BY THE PARTIES

       A)  Prior to Closing, WCE shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business. It is understood and agreed to that WCE shall continue to seek acquisitions, both tangible and intangible, as well as seek other sources of debt or equity funding that are in the best interest of WCE, and as such, these activities are considered within its usual and ordinary course of business. Without limiting the generality of the above, WCE shall not, except as otherwise consented to in writing by ENYC or as otherwise provided in this Agreement:

1. Amend its certificate of incorporation or its bylaws;

2.  Declare or pay any dividend or make any other distribution upon or with respect to its capital stock;

3. Repurchase any of its outstanding stock or by any other means transfer any of its funds to its  shareholders either selectively or ratably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business;

4. Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the acquisition in amounts to be determined after the Effective Date;

5. Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property, except in the ordinary course of business;

6. Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

7. Sell, assign, or otherwise transfer any trademark, trade name, patent or other intangible asset;

8. Default in performance of any material provision of any material contract or other obligation; or

9. Waive any right of any substantial value.

         B)  Prior to Closing, ENYC shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided herein.  Without limiting the generality of this paragraph, ENYC shall not enter into a transaction that materially alters their capital structure or financial condition unless consented to in writing by WCE or as otherwise provided in this Agreement.  Such consent shall not be unreasonably withheld by WCE.

ARTICLE VI

WARRANTIES OF THE PARTIES

1.       REPRESENTATIONS AND WARRANTIES OF WCE.

WCE covenants, represents and warrants to ENYC that:

1.   It has complied with, and is not in violation of any applicable Federal, State, or local statutes, laws, and regulations affecting the assets and/or liabilities;

2.   It is not involved as a defendant or plaintiff in any suit, action, arbitration which, to the best of its knowledge, would affect the assets and/or liabilities or financial condition of WCE; and is not in default with respect to any order, writ, injunction or decree of any Federal, State, local/foreign court, department, agency, or instrumentality applicable to it.

3.   It has no earn out contracts, stock options or stock payments that are not disclosed in the due diligence prior to closing

2.       REPRESENTATIONS AND WARRANTIES OF ENYC.

 ENYC covenants, represents and warrants to WCE that:

1.   It is on the date of this Agreement, and will be on Closing Date, (a) a corporation duly organized and existing and in good standing under the laws of the jurisdiction of the State of Nevada and (b) duly authorized under its articles, and under applicable laws, except for unpaid annual fees as listed on Exhibit B, to engage in the business carried on by it;

2.   Its Board of Directors has, and if necessary, its shareholders have authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement;

3.   It has complied with, and is not in violation of any applicable Federal, State, or local statutes, laws, and regulations affecting its properties or the operation of its business.

4.   It is not involved as a defendant or plaintiff in any suit, action, arbitration which, to the best of its knowledge, would affect the assets and/or liabilities or financial condition of ENYC; and is not in default with respect to any order, writ, injunction or decree of any Federal, State, local/foreign court, department, agency, or instrumentality applicable to it.

5.   The execution and delivery of this Agreement and its performance in the time and manner contemplated will not cause, constitute, or conflict with, or result in any of the following: (1) a breach or violation of any provisions of or constitute a default under any license, indenture, mortgage instrument, article of incorporation, bylaw, other agreement or instrument to which the company is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those required;  (2)  any event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of the company, or, (3) an event that would result in the creation or imposition of any lien, charge, encumbrance on any asset.

6.    It has no earn out contracts, stock options or stock payments that are not disclosed in the due diligence prior to closing

7.    It is a not a fully reporting company under the Securities Exchange Act of 1934, and it is not current in all its reporting requirements as a non-filing entity;

8.   Its common stock is listed and trading on the Over the Counter Pink Sheets and no restrictions have been imposed on the trading of these shares by the FINRA or any other regulatory body.

ARTICLE VII

CONSUMMATION OF ACQUISITION

When the acquisition as contemplated is completed, all expenses incurred in consummating the acquisition shall, except as otherwise agreed in writing between the Parties, be borne by the corporation/company incurring such expense.

ARTICLE VIII

MISCELLANEOUS

1.       ACCESS TO BOOKS AND RECORDS.

         WCE shall, before Closing, afford to the officers and authorized representatives of ENYC free and full access to its books and records, and the officers of WCE will furnish ENYC with financial and operating data and other information as to the business and properties of WCE as ENYC shall from time to time reasonably request.

ENYC shall provide to WCE all books a records of every kind and all information that is available to the general public, including but not limited, to 10K and 10Q filings that have not yet been submitted to the SEC.

ENYC and WCE and their officers and representatives will hold in strict confidence all data and information obtained from one another as long as it is not in the public domain, and if the Agreement as provided for is not consummated as contemplated, ENYC and WCE will each return to the other party all data as the other party may reasonably request.

2.       RIGHTS CUMULATIVE; WAIVERS.

         The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

3.       BENEFITUARY AND SUCCESSORS BOUND.

         This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

4.       ENTIRE AGREEMENT.

         This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

5.       ASSIGNMENT.

         Neither this Agreement, nor any other benefit to accrue hereunder, shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

6.       AMENDMENT.

         This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

7.       SEVERABILITY.

         Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

8.       SECTION HEADINGS.

         The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.       CONSTRUCTION.

         Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

10.      FURTHER ASSURANCES.

         In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

11.      NOTICES.

         Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail by either the United States mail, postage prepaid, or by Federal Express or similar generally recognized overnight carrier.  Last known addresses of record are listed in the first paragraph of this Agreement.

12.      ARBITRATION, VENUE, GOVERNING LAW.

         This agreement shall be deemed to be made, governed by, interpreted under and construed in all respects in accordance with the commercial rules of Judicial Arbitration and Mediation Service ("JAMS"). This chosen jurisdiction is irrespective of the country or place of domicile or residence of either party. In the event of controversy arising out of the interpretation, construction, performance or breach of this agreement, the parties hereby consent to adjudication under the commercial rules of JAMS.  Said venue of the arbitration shall be in Las Vegas County, Nevada.  Judgment on the award rendered by the arbitrator may be entered in any federal or state court in Nevada. The Laws of the State of Nevada shall govern all disputes regarding this matter. Any provision herein which is later determined to be in violation of any such laws shall be eliminated from the terms of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

13.      CONSENTS.

         The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

14.      EXECUTION IN COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

15.      TERMINATION.

         This Agreement may be terminated or abandoned at any time prior to the consummation of the Agreement:

                  (I) by mutual consent of the parties;

                  (ii) by either WCE or ENYC, if in the reasonable belief of such party there has been a material misrepresentation or breach of warranty on the part of the other party in the representations and warranties set forth in the Agreement;

                 (iii) By either WCE or ENYC, if the Agreement shall not have been consummated by the scheduled closing date, subject to authorized extensions;

                  (iv) by either party if the business or assets or financial condition of the other party and its subsidiaries, if any, taken as a whole, have been materially and adversely affected, whether by the         institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;

              THIS IS A LEGALLY BINDING AGREEMENT THAT IS ENTERED INTO BY BOTH PARTIES AT ARMS LENGTH.  YOU HAVE BEEN ADVISED TO SEEK COUNCIL FROM YOUR ATTORNEY AND OTHER ADVISORS BEFORE SIGNING THIS AGREEMENT.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written.

Energy Conservation Technologies, Inc.                                                                           Westcap Energy, Inc.

Dated:  July 15, 2011                                                                                                               Dated: July 15, 2011

/S/ Fazle Quazi                                                                                                                         /S/ Charles O’Dowd

By: ______________________________                                                                      By: ________________________________

Fazle Quazi, Chief Executive Officer                                                                                     Charles O’Dowd, President

EXHIBIT A

Detail description of inventory held for sale to Boulder Lamp

EXHIBIT B

List of liabilities assumed by post-closing ENYC

Name of Creditor	Amount assumed and due
Pink Sheets annual fees – two years @ $1,500	$3,000
State of Nevada (Corporate fee)	$540
Holiday Stock Transfer	$155
Incorp – Registered agent in Nevada annual service fee	$104

EX-21

Exhibit 21

ABCO Energy, Inc.

Form 10, Item 21

List of all Subsidiaries

As of June 30, 2014

ABCO Energy, Inc. (AEI) is a “C” corporation registered in Nevada (AEI is the parent corporation)

ABCO Energy Subsidiaries are as follows:

ABCO Solar, Inc. is a “C” Corporation registered in Arizona and is a wholly owned subsidiary of AEI

ABCO Energy NY, Inc. (AENYI) is a “C” corporation registered in New York and is a wholly owned subsidiary of AEI

ABCO Thermal, LLC is an Arizona limited liability company and is a wholly owned subsidiary of ABCO Solar, Inc.

Alternative Energy Finance Corporation is a Wyoming “C” Corporation and is a wholly owned subsidiary of AEI.