**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,DC 20549**

 

**FORM 10-K/A**

**(Amendment No. 2)**

 

**(Mark One)**

 
| **x**                                                | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|
| ** **                                           | ** ** | ** **                                                                                              |
| **For the fiscal year ended December 31, 2007** |
| ** **                                           | ** ** | ** **                                                                                              |
| **Or**                                               |
| ** **                                           | ** ** | ** **                                                                                              |
| **o**                                                | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For the transition period from**               **to**               

 

**Commission File No.: 0-52294**

 

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**AMERICANDG ENERGY INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    | ** ** | **04-3569304**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

**AmericanDG Energy Inc.**

**45 FirstAvenue**

**Waltham,MA 02451**

(Address of principalexecutive offices)

 

Registrant’s telephone number, including areacode:**(781) 622-1120**

 

Securities registered pursuant to Section 12(b) ofthe Act: **None**

 

Securities registered pursuant to Section 12(g) ofthe Exchange Act: **Common Stock, $.001 parvalue**

 

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Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.  Yes o  No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o  No x

 

Indicateby check mark whether the registrant:  (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months, and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company.  See thedefinitions of “large accelerated filer”, “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.  (Check One):

 

Large Accelerated Filer o                                       AcceleratedFiler  o

 

Non –Accelerated Filer o                                       Smallerreporting company  x

 

(Do not check if a smaller reporting company)

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes o No x

 

Theaggregate market value of the voting shares of the registrant held bynon-affiliates is not applicable because our common stock was not yet tradingon the Over-the-Counter Bulletin Board as of June 29, 2007.

 

Number of the registrant’scommon shares outstanding as of June 20, 2008: 33,569,496.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 

Certain informationrequired by in Items 10,11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K isincorporated by reference from our definitive Proxy Statement for our 2008Annual Meeting of Shareholders held on May 30, 2008.

 

**WARNINGCONCERNING FORWARD LOOKING STATEMENTS**

 

THISANNUAL REPORT ON FORM 10-K/A CONTAINS STATEMENTS AND IMPLICATIONS WHICHCONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATESECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIESLAWS.  THESE FORWARD LOOKING STATEMENTSARE BASED ON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT THEY ARE NOTGUARANTEED TO OCCUR AND THEY MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFERMATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTSAS A RESULT OF VARIOUS FACTORS. OTHER RISKS MAY ADVERSELY IMPACT US, ASDESCRIBED MORE FULLY UNDER “ITEM 1A. RISK FACTORS.” YOU SHOULD NOT PLACE UNDUERELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, WEUNDERTAKE NO OBLIGATION TO UPDATE OR RELEASE ANY FORWARD LOOKING STATEMENTS ASA RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

 

 

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**EXPLANATORY NOTE**

 

                                                American DG Energy Inc. (the “company”, “we”, “our”or “us”) filed Amendment No. 1 ( “Amendment No. 1”) to its AnnualReport on Form 10-K, initially filed with the Securities and ExchangeCommission on March 18, 2008 (the “Original Filing”), to reflect: (i) theamendment and restatement in its entirety of Item 9A(T) of Part II ofthe Original Filing, entitled “Controls and Procedures”, to read as set forthbelow; and (ii) the refiling of the certifications required by Section 302of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”),which inadvertently omitted certain required information not previouslyrequired to be contained in the Section 302 Certifications. The company isfiling this Amendment No. 2 to the Original Filing to file thecertifications required by Section 906 of the Sarbanes-Oxley Act of 2002,which were inadvertently omitted from Amendment No. 1.  No other changes are being made to theOriginal Filing.

 

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**PART II**

 

**Item9A(T).  Controls and Procedures**

 

*Management’sevaluation of disclosure controls and procedures:*

 

Our Chief Executive Officer and Chief Financial Officer, afterevaluating the effectiveness of our “disclosure controls and procedures” (asdefined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)  Rules 13a-15(e) and 15d-15(e);collectively, “Disclosure Controls”) as of the end of the period covered bythis annual report (the “Evaluation Date”) have concluded that as of theEvaluation Date, our Disclosure Controls were not effective to providereasonable assurance that information required to be disclosed in our reportsfiled or submitted under the Exchange Act is recorded, processed, summarizedand reported within the time periods specified by the Securities and ExchangeCommission (the “SEC”), and that material information relating to our companyand any consolidated subsidiaries is made known to management, including ourChief Executive Officer and Chief Financial Officer, particularly during theperiod when our periodic reports are being prepared to allow timely decisionsregarding required disclosure.

 

*Changesin Internal Control Over Financial Reporting:*

 

In connection with theevaluation referred to in the foregoing paragraph, we have identified no changein our internal control over financial reporting that occurred during the yearended December 31, 2007 that has materially affected, or is reasonablylikely to materially affect, our internal control over financial reporting.

 

*Reportof Management on Internal Control over Financial Reporting:*

 

The management of thecompany is responsible for establishing and maintaining adequate internalcontrol over financial reporting in accordance with Exchange Act Rules 13a-15(f) and15d-15(f).  Management conducted anevaluation of our internal control over financial reporting based on theframework and criteria established in *InternalControl—Integrated Framework*, issued by the Committee of SponsoringOrganizations of the Treadway Commission. This evaluation included review ofthe documentation of controls, evaluation of the design effectiveness ofcontrols, testing of the operating effectiveness of controls and a conclusionof this evaluation. Based on this evaluation, management concluded that thecompany’s internal control over financial reporting was not effective as of December 31,2007.

 

There is a lack ofsegregation of duties at the company due to the small number of employeesdealing with general administrative and financial matters and general controlsover information technology security and user access. This constitutes amaterial weakness in financial reporting. Furthermore, the company did not havepersonnel with an appropriate level of accounting knowledge, experience andtraining in the selection, application and implementation of generallyacceptable accounting principles as it relates to complex transactions andfinancial reporting requirements. At this time, management has decided thatconsidering the employees involved and the control procedures in place, thereare risks associated with such lack of segregation, but the potential benefitsof adding additional employees to clearly segregate duties do not justify theexpenses associated with such increases. Management will continue to evaluatethis segregation of duties.

 

The company had 11employees as of December 31, 2007. Only one of those individuals is in thefinance function, other than the Chief Financial Officer. This individual isresponsible for receiving and distributing cash, billing, processingtransactions, recording journal entries, reconciling accounts, and preparingthe financial statements and related disclosures. He also has check signingauthority, for transactions under $2,000. As a result, there is the potentialfor this individual to knowingly or unknowingly misappropriate assets ormisstate our financial statements.  Tomitigate these risks, the company has put in place procedures where the ChiefExecutive Officer, the President and the Chief Financial Officer have checksigning authority. In addition they review and approve all material contracts,transactions and related journal entries. They are also responsible forreviewing and approving monthly financials and related reconciliations, budgetto actual comparisons and the information required to be disclosed by thecompany in all reports we have and will file under the Exchange Act.

 

Our management, includingour Chief Executive Officer and Chief Financial Officer, do not expect that ourDisclosure Controls or our internal control over financial reporting willprevent or detect all error and all fraud. A control system, no matter how welldesigned and operated, can provide only reasonable, not absolute, assurancethat the control system’s objectives will be met. The design of a controlsystem must reflect the fact that there are resource constraints, and thebenefits of controls must be considered relative to their costs. Further,because of the inherent limitations in all control systems, no evaluation ofcontrols can provide absolute assurance that misstatements due to error orfraud will not occur or that all control issues and instances of fraud, if any,within the company have been detected. These inherent limitations include therealities that judgments in decision-making can be faulty and that breakdownscan occur because of simple error 

 

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or mistake. Controls canalso be circumvented by the individual acts of some persons, by collusion oftwo or more people, or by management override of the controls. The design ofany system of controls is based in part on certain assumptions about thelikelihood of future events, and there can be no assurance that any design willsucceed in achieving its stated goals under all potential future conditions.Projections of any evaluation of controls effectiveness to future periods aresubject to risks. Over time, controls may become inadequate because of changesin conditions or deterioration in the degree of compliance with policies orprocedures.

 

This annual report doesnot include an attestation report of the company’s registered public accountingfirm regarding internal control over financial reporting. Management’s reportwas not subject to attestation by the company’s registered public accountingfirm pursuant to temporary rules of the SEC that permit the company toprovide only management’s report in this annual report.

 

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**PART IV**

 

**Item 15.  Exhibits and Financial Statement Schedules**

 

(b)                                 Exhibits:

 
| **Exhibit No.** | ** ** | **Description**                                                                          |
|----------------------|------------|------------------------------------------------------------------------------------------|
|                 |       |                                                                                     |
| 3.1*                 |       | Certificate of Incorporation                                                             |
|                 |       |                                                                                     |
| 3.2*                 |       | By-laws                                                                                  |
|                 |       |                                                                                     |
| 4.1*                 |       | Form of Warrant                                                                     |
|                 |       |                                                                                     |
| 10.1*                |       | Audit Committee Charter                                                                  |
|                 |       |                                                                                     |
| 10.2*                |       | Compensation Committee Charter                                                           |
|                 |       |                                                                                     |
| 10.3*                |       | American Distributed Generated Inc. 2001  Stock Incentive Plan                           |
|                 |       |                                                                                     |
| 10.4**               |       | 2005 Stock Incentive Plan                                                                |
|                 |       |                                                                                     |
| 10.5*+               |       | Facilities, Support Services and  Business Agreement with Tecogen Inc.                   |
|                 |       |                                                                                     |
| 10.6*                |       | Operating Agreement of American DG  New York LLC                               |
|                 |       |                                                                                     |
| 10.7*                |       | Form of Energy Purchase Agreement                                                   |
|                 |       |                                                                                     |
| 10.8*                |       | Form of 8% Senior Convertible  Debenture Due 2011                                   |
|                 |       |                                                                                     |
| 14.1*                |       | Code of Business Conduct and Ethics                                                      |
|                 |       |                                                                                     |
| 16.1*                |       | Letter on change in certifying  accountant                                               |
|                 |       |                                                                                     |
| 21.1*                |       | List of subsidiaries                                                                     |
|                 |       |                                                                                     |
| 31.1#                |       | Rule 13a-14(a) Certification  of Chief Executive Officer                       |
|                 |       |                                                                                     |
| 31.2#                |       | Rule 13a-14(a) Certification  of Chief Financial Officer                       |
|                 |       |                                                                                     |
| 32.1#                |       | Section 1350 Certifications of  Chief Executive Officer and Chief Financial Officer |

 

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*            Incorporatedby reference from the registrant’s Form 10-SB, as amended, originallyfiled with the Securities and Exchange Commission on October 3, 2006.

 

**     Incorporated by reference from theregistrant’s Form 10-K, originally filed with the Securities and ExchangeCommission on March 18, 2008.

 

+            Confidentialtreatment has been granted for portions of this document. The confidentialportions have been omitted and have been filed separately, on a confidentialbasis, with the Securities and Exchange Commission.

 

#            Filedherewith.

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 and 15(d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this Report to be signedon its behalf by the undersigned, thereunto duly authorized, in the Town ofWaltham, Commonwealth of Massachusetts, on June 20, 2008.

 

 
|        | AMERICAN DG ENERGY INC.       |
|--------|-------------------------------|
|   | (Registrant)                  |
|   |                          |
|   | By: /s/ ANTHONY S. LOUMIDIS   |
|   | Chief Financial Officer       |
|   | (Principal Financial Officer) |

 

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