As filed with the Commission on January 14, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  January 11, 2019

ABCO ENERGY, INC.

 (Name of registrant as specified in its Charter)

(520) 777-0511

(Registrant’s telephone number, including area code)

(Former name if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

Previous independent registered public accounting firm

(a) On January 9, 2019, ABCO Energy, Inc., (the “Registrant” or the “Company”) and Semple, Marchal & Cooper, LLP (“SMC”) ceased their client-auditor relationship. SMC never reported on the Company’s financial statements for the year ended December 31, 2017 and for the period then ended as they were not engaged as the auditors until October 4,2018 

From October 4, 2018, until January 9, 2019, the Company has not had any disagreements with SMC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to SMC’s satisfaction, would have caused them to make reference thereto in their report on the Company’s financial statements for such period.

From October 4, 2018, until January 9, 2019 there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided SMC with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.

A copy of the letter from SMC is attached hereto as Exhibit 16.1

New independent registered public accounting firm

On January 11, 2019, (“The “Engagement Date”), the Company engaged KSP Group, Inc. (“KSP”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2018. The decision to engage KP as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with KSP regarding either:

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Not applicable

Not applicable

Not applicable

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.