Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ABCO Energy, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 141,134,900 | |
Amendment Flag | false | |
Entity Central Index Key | 1,300,938 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 2,141 | $ 12,534 |
Accounts receivable on completed projects | 81,248 | 43,292 |
Costs and estimated earnings on contracts in progress | 58,270 | 60,349 |
Inventory | 43,137 | 46,701 |
Prepaid fees and expenses | 0 | 151,846 |
Total Current Assets | 184,796 | 314,722 |
Fixed Assets | ||
Vehicles, office furniture & equipment – net of accumulated depreciation | 23,609 | 29,726 |
Other Assets | ||
Investment in long term leases | 11,451 | 11,984 |
Security deposits | 1,800 | 1,800 |
Total Other Assets | 13,251 | 13,784 |
Total Assets | 221,656 | 358,232 |
Current liabilities | ||
Accounts payable and accrued expenses | 500,721 | 477,439 |
Billings in excess of costs and earnings on incomplete projects | 32,033 | 0 |
Current portion of long term debt | 0 | 4,400 |
Convertible debenture notes | 98,935 | 40,411 |
Derivative liability on convertible debentures | 175,515 | 397,722 |
Notes payable – merchant loans | 104,963 | 150,342 |
Notes payable – related parties | 182,363 | 177,347 |
Total Current Liabilities | 1,094,530 | 1,247,661 |
Long term debt, net of current portion | 0 | 0 |
Total Liabilities | 1,094,530 | 1,247,661 |
Commitments and contingencies | 0 | 0 |
Stockholders' Deficit: | ||
Preferred stock, 100,000,000 shares authorized, $0.001 par value, and 15,000,000 shares issued and outstanding at September 30, 2017 and 0 at December 31, 2016 | 15,000 | 0 |
Common stock, 2,000,000,000 shares authorized, $0.001 par value, 129,233,067 and 26,871,876 issued and outstanding at September 30, 2017 and December 31, 2016, respectively. | 115,251 | 3,006 |
Common shares sold not issued | 105,912 | 23,866 |
Additional paid-in capital | 3,151,951 | 3,023,926 |
Accumulated deficit | (4,260,988) | (3,940,227) |
Total Stockholders' Deficit | (872,874) | (889,429) |
Total Liabilities and Stockholders' Deficit | $ 221,656 | $ 358,232 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock, shares issued | 15,000,000 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 15,000,000 | 0 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 129,233,067 | 26,871,876 |
Common stock, shares issued | 129,233,067 | 26,871,876 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | $ 265,856 | $ 146,547 | $ 1,168,680 | $ 512,075 |
Cost of Sales | 379,326 | 119,062 | 861,446 | 619,551 |
Gross Profit | (113,470) | 27,485 | 307,234 | (107,476) |
Operating Expenses: | ||||
Administrative payroll expense for the period | 105,549 | 72,224 | 289,899 | 227,920 |
Selling, General & Administrative expense | 179,909 | 116,526 | 312,554 | 334,286 |
Total selling and administrative expense | 285,458 | 188,750 | 602,453 | 562,206 |
Income (Loss) from operations | (398,928) | (161,375) | (295,219) | (669,682) |
Other expenses | ||||
Interest on notes payable | (105,575) | (38,393) | (146,878) | (93,252) |
Loss on note issuance | (109,889) | 0 | (109,889) | 0 |
Gain on extinguished debt | 132,737 | 0 | 132,737 | 0 |
Derivative valuation gain (loss) | 102,582 | (65,741) | 224,538 | (118,314) |
Derivative finance fees | 0 | 278,910 | (126,050) | (227,726) |
Total Other (Expenses) Income | 19,855 | 174,776 | (25,542) | (439,292) |
Net income (Loss) before provision for income taxes | (379,073) | 13,401 | (320,761) | (1,108,974) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Income (loss) | $ (379,073) | $ 13,401 | $ (320,761) | $ (1,108,974) |
Net Income (loss) per share (Basic and fully diluted) (in Dollars per share) | $ (0.01) | $ 0.01 | $ (0.01) | $ (0.01) |
Weighted average number of common shares used in the calculation including shares to be issued (Basic and diluted) (in Shares) | 87,611,195 | 37,072,741 | 78,052,471 | 35,843,482 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net Income (loss) | $ (320,761) | $ (1,108,974) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 6,117 | 9,886 |
Shares issued for services | 101,400 | 0 |
Changes in operating assets and liabilities: | ||
Change in derivative liability on convertible debt net of discount | 58,524 | 40,411 |
Accrual of interest expense on derivative valuations | (222,207) | 375,875 |
Increase in convertible debenture notes | 68,714 | |
Increase (Decrease) in Accounts receivable on completed projects | (37,956) | (991) |
Decrease in accounts receivable on incomplete projects | 2,079 | 115,230 |
Proceeds from billings in excess of costs on projects | 32,033 | 225,987 |
Decrease in prepaid expenses | 151,846 | 0 |
Change in inventory | 3,564 | 4,928 |
Increase (decrease) in accounts payable and accrued expenses | 23,282 | 17,922 |
Net cash used in operating activities | (202,079) | (251,012) |
Cash Flows from Investing Activities: | ||
Proceeds from investments in long term leases | 533 | 485 |
Product and lease deposits | 0 | 1,845 |
Net cash provided by (used for) investing activities | 533 | 2,330 |
Cash Flows from Financing Activities: | ||
Proceeds from issue of preferred stock | 15,000 | |
Proceeds from sale of common stock – net of expenses | 220,916 | 106,017 |
Loans from directors and other related parties | 5,016 | 70,138 |
Loans from financial institutions - net of principal payments | (45,379) | 48,976 |
Retirement of long term debt | (4,400) | 0 |
Net cash provided by financing activities | 191,153 | 225,131 |
Net increase (decrease) in cash | (10,393) | (23,551) |
Cash, beginning of period | 12,534 | 40,035 |
Cash, end of period | 2,141 | 16,484 |
Cash paid for interest - operations | 146,879 | 93,252 |
Shares issued for services | 101,400 | 15,000 |
Note conversion to common shares during 2017 | $ 6,290 | $ 0 |
Note 1 Overview and Description
Note 1 Overview and Description of the Company | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1 Overview and Description of the Company ABCO Energy, Inc ABCO Solar, Inc Alternative Energy Finance Corporation (AEFC) AEFC is a wholly owned subsidiary of ABCO Energy. AEFC provides financing for solar systems for customers and finances its company owned systems from its own cash. Long term leases recorded on the consolidated financial statements were $11,451 and $11,984 at September 30, 2017 and December 31, 2016 respectively. On July 26, 2017, AEFC filed a Regulation D offering with the Securities and Exchange Commission to begin the sale of shares for investor participations in a newly formed Limited Liability Company Alternative Energy Solar Fund #1, LLC (AESF). AESF is an Arizona LLC and the Fund has filed Blue Sky registrations in Arizona, Nevada, California and Colorado and intends to file in several other states. The Fund offers sophisticated investors the opportunity to participate in a strategic solar investment in the ownership of projects installed on commercial, industrial, residential, non-profit and governmental buildings and land portfolios to be developed or acquired for the Fund by the Solar Project Developer (AEFC) (the “Portfolio” as defined herein). The Solar Project Developer, AEFC, has identified several solar projects that it intends to place under contract for development which are intended to provide long term investment cash returns and significant short term tax benefits to tax equity investors. These projects are currently available for transferring into the Fund. The Solar Project Developer has also solicited and found several projects that have become available from non-affiliated developers that would become investment candidates for the Fund. The Company prepared these financial statements according to the instructions for Form 10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles in the United States. However, the Company has recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first nine months of 2017. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2016. |
Note 2 Summary of Significant A
Note 2 Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Income (Loss) per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since ABCO Energy has incurred losses for all periods except the current period, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation. Effects of Recently Issued Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model. |
Note 3 Going Concern
Note 3 Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 3 Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses from inception through the period ended September 30, 2017 of $(4,260,988), which raises substantial doubt about the Company’s ability to continue as a going concern. 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 Inventory
Note 4 Inventory | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4 Inventory Inventory of construction supplies not yet charged to specific projects was $43,137 and $46,701 as of September 30, 2017 and December 31, 2016, respectively. The Company values items of inventory at the lower of cost or market and uses the first in first out method to charge costs to jobs. |
Note 5 Note Payable - Officers,
Note 5 Note Payable - Officers, Directors and Related Parties | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Note Payable – Officers, Directors and Related Parties Related party loans are demand notes totaling $182,363 and $177,347, respectively, as of September 30, 2017 and December 31, 2016. These notes provide for interest at 12% per annum and are unsecured. Other related party notes totaled $61,311 at September 30, 2017 for loans from a person who is neither an officer or director. Related party notes payable as of September 30, 2017and December 31, 2016 consists of the following: Description September 30, 2017 December 31, 2016 Notes payable – Director bearing interest at 12% per annum, unsecured, demand notes. $ 60,000 $ 60,000 Note payable - Officer bearing interest at 12% per annum, unsecured, demand note 61,052 53,501 Note payable – other bearing interest at 12% per annum, unsecured, demand note. 61,311 63,846 Total $ 182,363 $ 177,347 The first note in the amount of $60,000 provides for interest at 12% per annum and is unsecured. This note has an accrued and unpaid interest charge of $25,287 and $19,876 at September 30, 2017 and December 31, 2016, respectively. The second note was increased by another loan in February 2017 in the amount of $4,200. The note is an unsecured demand note and bears interest at 12% per annum. This note has an accrued and unpaid interest charge of $10,888 and $5,812 at September 30, 2017 and December 31, 2016, respectively. The third note is from a related party and has a current balance of $61,311 as of September 30, 2017 which changes with credit card transactions during each period. The note is an unsecured demand note and bears interest at 12% per annum. This note has an accrued and unpaid interest charge of $10,852 and $5,254 at September 30, 2017 and December 31, 2016 respectively. |
Note 6 Short Term Notes Payable
Note 6 Short Term Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | Note 6 Short Term Notes Payable Description September 30, 2017 December 31, 2016 Merchant Note payable to Web Bank, borrowed 2-1-16, bearing interest at 23% per annum, unsecured. (1) $ 71,782 $ 82,323 Merchant Note payable to Quarterspot Lending, borrowed 6-27-16, bearing interest at 31% per annum, unsecured. (2) 26,484 40,474 Merchant note payable to Pearl Capital Funding, borrowed 7-12-16, bearing interest at 29% per annum, unsecured. (3) 6,697 27,545 Total $ 104,963 $ 150,342 (1) On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank. The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $44,061. On August 22, 2016, the Company ceased making payments on this loan and at September 30, 2017 the Company owed approximately $71,782 in principal and accrued interest. This loan is personally guaranteed by an Officer of the Company. On March 20, 2017, the Company and WebBank agreed to a monthly payment schedule with payment of $2,508 per month until June 20, 2017, paid biweekly. (2) On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan. As of September 30, 2017, the Company owed $26,484 in principal and accrued interest. This loan is not personally guaranteed by an Officer of the Company. On November 30, 2016, the Company and Quarterspot agreed to a monthly payment schedule with payment of $1,500 per month until January 31, 2017. On March 27, 2017, the Company agreed to begin payments of $3,010 per month for twelve months until paid in full. . (3) This note was paid in full at November 2, 2017. (4) The Company has been negotiating more favorable payment and payoff arrangements for these debts. ABCO stopped payments on the WebBank note on July 19, 2017 after signing an agreement with Veritas Legal Plan Inc. to renegotiate and service this debt and the Quarterspot debt listed above. Payments on the Quarterspot Note were stopped on July 28, 2017. Under the VeritasLegal Plan, the Company would pay for the legal services incurred to negotiate a reduced pay-off amount or a reduced balance on these notes payable over a period of two to three years. The Company had paid Veritas $12,116.18, of which a portion were for fees for services rendered, to apply towards the settlement of and legal fees for negotiating settlements favorable to ABCO and to defend ABCO positions in court if necessary. The current payment arrangements are for ABCO to pay Veritas $1,052.87 per month towards these arrangements. If the Company is not successful in this process the note holders may take legal action to collect their respective debts against the Company and/or its officers. |
Note 7 Long Term Debt
Note 7 Long Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | Note 7 Long Term Debt Long term debt as of September 30, 2017 and December 31, 2016 consisted of the following: Description September 30, 2017 December 31, 2016 Note payable to Ascentium Capital, secured by truck, bearing interest at 9% per annum, matured on September 20, 2017. As of September 20, 2017, this note was paid in full. This loan had payments of $469 per month. $ - $ 4,400 Less current portion of truck loan - (4,400 ) Total long term debt net of current portion $ - $ - |
Note 8 Fair Value of Financial
Note 8 Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 8 Fair Value of Financial Instruments The following is the major category of liabilities measured at fair value on a recurring basis as of September 30, 2017, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): September 30, 2017 December 31, 2016 Derivative Liabilities from Convertible Notes (Level 3) $ 175,515 $ 397,722 |
Note 9 Stockholder's Equity
Note 9 Stockholder's Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 Stockholder’s Equity From October 7, 2016 through December 31, 2016, the Company issued an aggregate of 19,872,739 shares of its common stock upon conversions of nine different convertible notes at conversion prices ranging from $0.0015 to $0.0047 per share. All share figures contained in this filing have been adjusted to reflect Post Reverse Stock Split numbers. As a result of such issuances, all six [6] of the notes have paid in full as of that date. The Company recorded $424,878 for the equity infusion provided by these notes. The Board of Directors of the Company approved a reverse stock split of its common stock, at a ratio of 1-for-10 (the “Reverse Stock Split”) in November of 2016. The Reverse Stock Split became effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace on January 13, 2017 (the “Effective Date”), whereupon the shares of common stock began trading on a split adjusted basis. On the Effective Date, the Company’s trading symbol was changed to “ABCED” for a period of 20 business days, after which the “D” was removed from the Company’s trading symbol, and it reverted to the original symbol of “ABCE”. In connection with the Reverse Stock Split, the Company’s CUSIP number changed to 00287V204. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder was converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10. No fractional shares were issued, and no cash or other consideration was paid. The Company issued one whole share of the post-Reverse Stock Split Common Stock to all stockholders who otherwise would have received a fractional share because of the Reverse Stock Split. As a result of the Reverse Stock Split the number of authorized shares of common stock was reduced to 50,000,000 from 500,000,000 shares. At a Special Meeting of Stockholders held on August 17, 2017, Company shareholders authorized an amendment to the Articles of Incorporation to increase the authorized capital to 1,000,000,000 common shares and 100,000,000 preferred shares. The Amendment was filed with the Nevada Secretary of State on August 17, 2017. On September 15, 2017, the Board of Directors authorized the issuance of an aggregate of 15,000,000 shares of Class B Convertible Preferred Stock ["Series B"] to both Directors of the Company and to two unaffiliated Consultants. Of the Series B, 6,000,000 shares were issued to Charles O'Dowd and 1,000,000 to Wayne Marx, the Directors. Each Consultant received 4,000,000 shares. See the Company's Schedule 14C filed with the Commission on September 28, 2017. These shares have no market pricing and management assigned the value of $15,000 to the stock issue based on the par value of the preferred stock.0,001. The 15,000,000 shares of preferred Stock, each with has 20 votes for each Preferred share held by them of record. The holders of the Preferred are also entitled to own additional 150,000,000 common shares upon conversion of the Preferred Stock. As a result of owning of these shares of Common and Preferred Stock, the Control Shareholders will have voting control the Company. By Written Consent in lieu of a Meeting of Shareholders executed September 26, 2017, the holders of a majority of the voting power common stock and preferred stock of the Company adopted a further Amendment to the Articles of Incorporation increasing the authorized common stock from 1 Billion shares to 2 Billion shares The Certificate of amendment was filed with the Nevada Secretary of State on September 28, 2017. |
Note 10 Other matters
Note 10 Other matters | 9 Months Ended |
Sep. 30, 2017 | |
Other Matters [Abstract] | |
Other Matters [Text Block] | Note 10 Other matters Legal fees relating to financing activities, blue sky registrations with states and other fund raising expenses were charged to additional paid in capital in the amount $28,211 for the nine months ended September 30, 2017 and $126,315 during the year ended December 31, 2016. During the fiscal year ended December 31, 2016 the Company sold 2,486,382 shares in Regulation S offerings to non-US investors. The total proceeds from the offering was $767,234. Commission and expense reimbursements totaled $441,170. The Company recorded net proceeds totaling $326,064. Stock subscriptions executed under an earlier offering included a provision whereby ABCO agrees to pay a dividend (defined as interest) of from 6% to 12% of the total amount invested for a period of one year from receipt of the invested funds. This dividend (defined as interest) is allocated between the broker and the investor with amounts paid to the broker treated as a cost of the offering and netted against additional paid in capital and amounts paid to the investor treated as interest expense. The balance of accrued interest at September 30, 2017 and December 31, 2016 amounted to $49,290 and no payments have been made during the current period. ABCO has evaluated these agreements under ASC 480-10: Certain Financial Instruments with Characteristics of Both Liabilities and Equity and determined that the capital contributions made under these subscription agreement more closely resemble equity than liabilities as they can only be settled through the issuance of shares and although they have a stated cost associated with them which accrues in the same manner as interest, the cost is only incurred in the first twelve months after placement as is more closely associated with a cost of raising funds than interest expense. During November, 2016, the Company issued an aggregate of 1,449,649 shares to financial consulting entities for services relating to fund raising activities. The total issuance was valued at $103,400 for fair market value as negotiated and that amount is charged to additional paid in capital. Effective September 30, 2016, the Company entered into a Consulting Agreement (“CA”) with Joshua Tyrell (“Tyrell”) which provided for Tyrell to assist in various business development activities on behalf of the Company, including but not limited to realizing new business opportunities. In consideration for rendering such services, Tyrell was issued 150,000 free trading shares of Company common stock. The CA had a nine month term expiring on September 30, 2017. On November 7, 2016 and on November 30, 2016, the CA was amended to provide for the payment of an additional 630,000 and an additional 500,000 free-trading shares, respectively to Tyrell for services rendered due to the huge trading volume of the derivative conversions and to extend the term of the CA to twelve (12) months ending November 7, 2017. The consultant received a total of 1,430,000 shares of free trading and restricted common stock valued at $91,600. The Company has entered into Securities Purchase Agreement with Blackbridge Capital, LLC, a Delaware limited liability company [“SPA”], operating out of New York, New York (“Blackbridge”) whereby Blackbridge has agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock. The Company has agreed to file a Registration Statement to register such shares for sale to Blackbridge. In addition, the Company has issued [i] a convertible promissory note to Blackbridge pursuant to the Securities Purchase Agreement equal to $150,000 as a commitment fee, that was charged to prepaid expenses until services are provided (the “Blackbridge Note”), [ii] and a $100,000 Convertible Note to cover the expenses to be incurred for the preparation and filing of the Registration Statement and related matters (“Expenses Note”). On March 13, 2017, the Company and Blackbridge Growth Fund, Inc. [“Blackbridge”], entered into an Agreement, effective as of March 1, 2017, terminating the Securities Purchase Agreement dated as of November 2, 2016 [“SPA”] whereby Blackbridge has agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock. (See the Company’s Form 8-K filed on November 29, 2016). The Registration Statement on Form S-1 [“Form S-1”] filed by the Company pursuant to the SPA could not be processed because of technical issues raised by the SEC and was withdrawn on February 28, 2017. The convertible promissory note issued by the Company under the SPA in the amount of $100,000 to Blackbridge for its $100,000 advance to cover the expenses of the preparation and filing of the Form S-1 and related matters remains in full force and effect. Further, the Company and Blackbridge agreed that the convertible promissory note in the amount of $150,000 issued to Blackbridge as a commitment fee, would be deemed to be terminated as of March 1, 2017, the effective date of the termination of the SPA. This action resulted in reduction of the prepaid expense account on the balance sheet. |
Note 11 Income Tax
Note 11 Income Tax | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 Income Tax The company has net operating loss carryforwards as of September 30, 2017 totaling approximately $4,139,652. A deferred tax benefit of approximately $1,407,482 has been offset by a valuation allowance of the same amount as its realization is not assured. |
Note 12 Subsequent Events
Note 12 Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 Subsequent Events During the period October 1, 2017 through November 13, 2017 the Company sold 11,901,833 shares of restricted common stock for gross proceeds of $ 63,053 and net proceeds of $22,137. On October 13, 2017, the Company issued a nine (9) month $58,000 convertible promissory note to Power Up Lending Group, Ltd., (“Power Up”), which bears interest at the rate of 8% per annum on the principal sum of the outstanding (“Power Up Note”). The Company received net proceeds of $55,000 after deductions for expenses from the Power Up Note. The Power Up Note is convertible at any time after the six (6) month anniversary of the Note into shares of common stock as a conversion price equal to 58% of the lowest two (2) trade prices in the 15 trading days before the conversion date. On November 8, 2017, the Company entered into a Consulting Agreement with Eurasian Capital, LLC [“Consultant”] which will provide institutional funding services and shareholder and third party sponsorship services for a six month term ending May 7, 2018. Consultant shall be paid a monthly retainer of $10,000 payable in ABCO restricted common stock based upon the 5 day average of the closing bid price commencing on the first day of each month during the effectiveness of the Consulting Agreement. Consultant will also be paid a success fee of 7% for raising capital which will be paid in cash from the proceeds of each applicable capital raise. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Earnings Per Share, Policy [Policy Text Block] | Income (Loss) per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since ABCO Energy has incurred losses for all periods except the current period, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation. |
New Accounting Pronouncements, Policy [Policy Text Block] | Effects of Recently Issued Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model. |
Note 5 Note Payable - Officer19
Note 5 Note Payable - Officers, Directors and Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Related party notes payable as of September 30, 2017and December 31, 2016 consists of the following: Description September 30, 2017 December 31, 2016 Notes payable – Director bearing interest at 12% per annum, unsecured, demand notes. $ 60,000 $ 60,000 Note payable - Officer bearing interest at 12% per annum, unsecured, demand note 61,052 53,501 Note payable – other bearing interest at 12% per annum, unsecured, demand note. 61,311 63,846 Total $ 182,363 $ 177,347 |
Note 6 Short Term Notes Payab20
Note 6 Short Term Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | Description September 30, 2017 December 31, 2016 Merchant Note payable to Web Bank, borrowed 2-1-16, bearing interest at 23% per annum, unsecured. (1) $ 71,782 $ 82,323 Merchant Note payable to Quarterspot Lending, borrowed 6-27-16, bearing interest at 31% per annum, unsecured. (2) 26,484 40,474 Merchant note payable to Pearl Capital Funding, borrowed 7-12-16, bearing interest at 29% per annum, unsecured. (3) 6,697 27,545 Total $ 104,963 $ 150,342 (1) On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank. The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $44,061. On August 22, 2016, the Company ceased making payments on this loan and at September 30, 2017 the Company owed approximately $71,782 in principal and accrued interest. This loan is personally guaranteed by an Officer of the Company. On March 20, 2017, the Company and WebBank agreed to a monthly payment schedule with payment of $2,508 per month until June 20, 2017, paid biweekly. (2) On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan. As of September 30, 2017, the Company owed $26,484 in principal and accrued interest. This loan is not personally guaranteed by an Officer of the Company. On November 30, 2016, the Company and Quarterspot agreed to a monthly payment schedule with payment of $1,500 per month until January 31, 2017. On March 27, 2017, the Company agreed to begin payments of $3,010 per month for twelve months until paid in full. . (3) This note was paid in full at November 2, 2017. (4) The Company has been negotiating more favorable payment and payoff arrangements for these debts. ABCO stopped payments on the WebBank note on July 19, 2017 after signing an agreement with Veritas Legal Plan Inc. to renegotiate and service this debt and the Quarterspot debt listed above. Payments on the Quarterspot Note were stopped on July 28, 2017. Under the VeritasLegal Plan, the Company would pay for the legal services incurred to negotiate a reduced pay-off amount or a reduced balance on these notes payable over a period of two to three years. The Company had paid Veritas $12,116.18, of which a portion were for fees for services rendered, to apply towards the settlement of and legal fees for negotiating settlements favorable to ABCO and to defend ABCO positions in court if necessary. The current payment arrangements are for ABCO to pay Veritas $1,052.87 per month towards these arrangements. If the Company is not successful in this process the note holders may take legal action to collect their respective debts against the Company and/or its officers. |
Note 7 Long Term Debt (Tables)
Note 7 Long Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Long term debt as of September 30, 2017 and December 31, 2016 consisted of the following: Description September 30, 2017 December 31, 2016 Note payable to Ascentium Capital, secured by truck, bearing interest at 9% per annum, matured on September 20, 2017. As of September 20, 2017, this note was paid in full. This loan had payments of $469 per month. $ - $ 4,400 Less current portion of truck loan - (4,400 ) Total long term debt net of current portion $ - $ - |
Note 8 Fair Value of Financia22
Note 8 Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following is the major category of liabilities measured at fair value on a recurring basis as of September 30, 2017, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): September 30, 2017 December 31, 2016 Derivative Liabilities from Convertible Notes (Level 3) $ 175,515 $ 397,722 |
Note 1 Overview and Descripti23
Note 1 Overview and Description of the Company (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Loans and Leases Receivable, Net Amount | $ 11,451 | $ 11,984 |
Note 3 Going Concern (Details)
Note 3 Going Concern (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (4,260,988) | $ (3,940,227) |
Note 4 Inventory (Details)
Note 4 Inventory (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory, Net | $ 43,137 | $ 46,701 |
Note 5 Note Payable - Officer26
Note 5 Note Payable - Officers, Directors and Related Parties (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Mar. 13, 2017 | |
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 182,363 | $ 177,347 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Debt Instrument, Face Amount | $ 100,000 | ||
Other Related Party [Member] | |||
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 61,311 | $ 63,846 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |
Interest Expense, Related Party | $ 10,852 | $ 5,254 | |
Notes Payable, Related Parties | 61,311 | ||
Director [Member] | |||
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 60,000 | $ 60,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |
Debt Instrument, Face Amount | $ 60,000 | ||
Interest Expense, Related Party | 25,287 | $ 19,876 | |
Officer [Member] | |||
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 61,052 | $ 53,501 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |
Interest Expense, Related Party | $ 10,888 | $ 5,812 | |
Officer [Member] | Increase # 1 [Member] | |||
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Proceeds from Related Party Debt | $ 4,200 |
Note 5 Note Payable - Offi
Note 5 Note Payable - Officers, Directors and Related Parties (Details) - Schedule of Related Party Debt - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | $ 182,363 | $ 177,347 |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 60,000 | 60,000 |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 61,052 | 53,501 |
Other Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | $ 61,311 | $ 63,846 |
Note 5 Note Payable - Of28
Note 5 Note Payable - Officers, Directors and Related Parties (Details) - Schedule of Related Party Debt (Parentheticals) | Sep. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Interest at | 12.00% | |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Interest at | 12.00% | 12.00% |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Interest at | 12.00% | 12.00% |
Other Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Interest at | 12.00% | 12.00% |
Note 6 Short Term Notes Payab29
Note 6 Short Term Notes Payable (Details) - USD ($) | Nov. 30, 2016 | Jul. 12, 2016 | Feb. 01, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Mar. 13, 2017 | Jun. 28, 2016 |
Note 6 Short Term Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
Debt Instrument, Periodic Payment | $ 469 | $ 469 | |||||
Premier Capital Funding, LLC [Member] | |||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Maturity Date, Description | September of 2017 | ||||||
Veritas Legal Plan [Member] | |||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | |||||||
Repayments of Debt | 12,116.18 | ||||||
Debt Instrument, Periodic Payment | 1,052.87 | ||||||
Notes Payable to Banks [Member] | Merchant Note Payable #1 [Member] | |||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 23.00% | ||||||
Debt Instrument, Maturity Date, Description | March of 2017 | ||||||
Repayments of Debt | $ 44,061 | ||||||
Principal Balance Outstanding | 71,782 | ||||||
Debt Instrument, Periodic Payment | 2,508 | ||||||
Notes Payable to Banks [Member] | Merchant Note Payable #2 [Member] | |||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 43,500 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 31.00% | ||||||
Principal Balance Outstanding | 26,484 | ||||||
Debt Instrument, Periodic Payment | $ 1,500 | $ 3,010 | |||||
Minimum [Member] | Veritas Legal Plan [Member] | |||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Term | 2 years | ||||||
Maximum [Member] | Veritas Legal Plan [Member] | |||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Term | 3 years |
Note 6 Short Term Notes Pa
Note 6 Short Term Notes Payable (Details) - Schedule of Short-term Debt - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | |||
Note payable | $ 104,963 | $ 150,342 | |
Loans Payable [Member] | Web Bank [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | [1] | 71,782 | 82,323 |
Loans Payable [Member] | Quarterspot Lending [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | [2] | 26,484 | 40,474 |
Loans Payable [Member] | Premier Capital Funding, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | [3] | $ 6,697 | $ 27,545 |
[1] | On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank. The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $44,061. On August 22, 2016, the Company ceased making payments on this loan and at September 30, 2017 the Company owed approximately $71,782 in principal and accrued interest. This loan is personally guaranteed by an Officer of the Company. On March 20, 2017, the Company and WebBank agreed to a monthly payment schedule with payment of $2,508 per month until June 20, 2017, paid biweekly. See Note 4 below for further information regarding this Note. | ||
[2] | On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan. As of September 30, 2017, the Company owed $26,484 in principal and accrued interest. This loan is not personally guaranteed by an Officer of the Company. On November 30, 2016, the Company and Quarterspot agreed to a monthly payment schedule with payment of $1,500 per month until January 31, 2017. On March 27, 2017, the Company agreed to begin payments of $3,010 per month for twelve months until paid in full. See Note 4 below for further information regarding this Note. | ||
[3] | This note was paid in full at November 2, 2017. |
Note 6 Short Term Notes 31
Note 6 Short Term Notes Payable (Details) - Schedule of Short-term Debt (Parentheticals) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Interest | 12.00% | |
Loans Payable [Member] | Web Bank [Member] | ||
Short-term Debt [Line Items] | ||
Borrowed | Feb. 1, 2016 | Feb. 1, 2016 |
Interest | 23.00% | 23.00% |
Loans Payable [Member] | Quarterspot Lending [Member] | ||
Short-term Debt [Line Items] | ||
Borrowed | Jun. 27, 2016 | Jun. 27, 2016 |
Interest | 31.00% | 31.00% |
Loans Payable [Member] | Premier Capital Funding, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Borrowed | Jul. 12, 2016 | Jul. 12, 2016 |
Interest | 29.00% | 29.00% |
Note 7 Long Term Debt (Det
Note 7 Long Term Debt (Details) - Schedule of Long-term Debt Instruments - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Less current portion of truck loan | $ 0 | $ (4,400) |
Total long term debt net of current portion | 0 | 0 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Note payable to Ascentium Capital, secured by truck, bearing interest at 9% per annum, matured on September 20, 2017. As of September 20, 2017, this note was paid in full. This loan had payments of $469 per month. | 0 | 4,400 |
Less current portion of truck loan | 0 | (4,400) |
Total long term debt net of current portion | $ 0 | $ 0 |
Note 7 Long Term Debt (D33
Note 7 Long Term Debt (Details) - Schedule of Long-term Debt Instruments (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Interest | 12.00% | |
Note payable, payments | $ 469 | $ 469 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest | 9.00% | 9.00% |
Matured | September, 2017 | September, 2017 |
Note 8 Fair Value of Finan
Note 8 Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on a Recurring Basis - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Note 8 Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on a Recurring Basis [Line Items] | ||
Derivative Liabilities from Convertible Notes (Level 3) | $ 175,515 | $ 397,722 |
Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Note 8 Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on a Recurring Basis [Line Items] | ||
Derivative Liabilities from Convertible Notes (Level 3) | $ 175,515 | $ 397,722 |
Note 9 Stockholder's Equity (De
Note 9 Stockholder's Equity (Details) | Sep. 15, 2017USD ($)$ / sharesshares | Jan. 13, 2017shares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 28, 2017shares | Aug. 17, 2017shares |
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 424,878 | ||||||
Stock Issued During Period, Shares, New Issues | 68,212,295 | ||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 546,278 | ||||||
Payments of Stock Issuance Costs (in Dollars) | $ | 227,792 | ||||||
Proceeds from sale of common stock, net of issuance costs (in Dollars) | $ | $ 220,916 | $ 106,017 | |||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | ||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 1,000,000,000 | |||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Number on Consultants | 2 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Conversion Basis | The holders of the Preferred are also entitled to own additional 150,000,000 common shares upon conversion of the Preferred Stock. | ||||||
Equity Incentive Plan [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Proceeds from sale of common stock, net of issuance costs (in Dollars) | $ | $ 220,766 | ||||||
Post Reverse Split [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Common Stock, Shares Authorized | 50,000,000 | ||||||
Pre Reverse Split [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Common Stock, Shares Authorized | 500,000,000 | ||||||
Six Convertible Notes [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Number of Convertible Notes | 9 | ||||||
Six Convertible Notes [Member] | Minimum [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.0015 | ||||||
Six Convertible Notes [Member] | Maximum [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.0047 | ||||||
Six Convertible Notes [Member] | Post Reverse Split [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 19,872,739 | ||||||
Convertible Preferred Stock [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 15,000,000 | ||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 15,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 1 | ||||||
Preferred Stock, Voting Rights | each with has 20 votes for each Preferred share held by them of record | ||||||
Convertible Preferred Stock [Member] | Each Consultant [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | ||||||
Chief Executive Officer [Member] | Convertible Preferred Stock [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | ||||||
Director [Member] | Convertible Preferred Stock [Member] | |||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 |
Note 10 Other matters (Details)
Note 10 Other matters (Details) - USD ($) | Mar. 13, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Nov. 07, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Note 10 Other matters (Details) [Line Items] | |||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 28,211 | $ 126,315 | |||||
Stock Issued During Period, Shares, New Issues (in Shares) | 68,212,295 | ||||||
Payments of Stock Issuance Costs | $ 227,792 | ||||||
Proceeds from Issuance of Common Stock | 220,916 | $ 106,017 | |||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 1,449,649 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 103,400 | ||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||
Proceeds from Notes Payable | 100,000 | ||||||
Stock Subscriptions [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Stock Subcriptions, Term | 1 year | ||||||
Interest Payable | $ 49,290 | $ 49,290 | $ 49,290 | ||||
Consulting Agreement with Joshua Tyrell [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 150,000 | 500,000 | 630,000 | ||||
Stock Issued During Period, Value, Issued for Services | 91,600 | ||||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 9 months | 12 months | |||||
Security Purchase Agreement with Blackbridge Capital, LLC [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | 5,000,000 | ||||||
Line of Credit Facility, Commitment Fee Amount | 150,000 | ||||||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | |||||
Blackbrisge Note #2 [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||
Minimum [Member] | Stock Subscriptions [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Stock Subscriptions, Dividend Rate | 6.00% | ||||||
Maximum [Member] | Stock Subscriptions [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Stock Subscriptions, Dividend Rate | 12.00% | ||||||
Non-US Investors [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Proceeds from Issuance of Common Stock, Gross | $ 767,234 | ||||||
Payments of Stock Issuance Costs | 441,170 | ||||||
Proceeds from Issuance of Common Stock | $ 326,064 | ||||||
Non-US Investors [Member] | Post Reverse Split [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,486,382 | ||||||
Post Reverse Split [Member] | Consulting Agreement with Joshua Tyrell [Member] | |||||||
Note 10 Other matters (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 1,430,000 |
Note 11 Income Tax (Details)
Note 11 Income Tax (Details) | Sep. 30, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 4,139,652 |
Deferred Tax Assets, Valuation Allowance | $ 1,407,482 |
Note 12 Subsequent Events (Deta
Note 12 Subsequent Events (Details) - USD ($) | Nov. 08, 2017 | Oct. 13, 2017 | Mar. 13, 2017 | Nov. 13, 2017 | Sep. 30, 2017 |
Note 12 Subsequent Events (Details) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues (in Shares) | 68,212,295 | ||||
Proceeds from Issuance or Sale of Equity | $ 546,278 | ||||
Debt Instrument, Face Amount | $ 100,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Proceeds from Notes Payable | $ 100,000 | ||||
Subsequent Event [Member] | |||||
Note 12 Subsequent Events (Details) [Line Items] | |||||
Debt Instrument, Term | 9 months | ||||
Debt Instrument, Face Amount | $ 58,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Proceeds from Notes Payable | $ 55,000 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Power Up Note is convertible at any time after the six (6) month anniversary of the Note into shares of common stock as a conversion price equal to 58% of the lowest two (2) trade prices in the 15 trading days before the conversion date. | ||||
Consulting Agreement, Term | 6 months | ||||
Consulting Agreement, Monthly Retainer | $ 10,000 | ||||
Consulting Agreement, Success Fee | 7.00% | ||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||
Note 12 Subsequent Events (Details) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues (in Shares) | 11,901,833 | ||||
Proceeds from Issuance of Common Stock, Gross | $ 63,053 | ||||
Proceeds from Issuance or Sale of Equity | $ 22,137 |