PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2021 financials show asset growth and a shift to positive equity, despite a net loss driven by higher expenses [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The company's balance sheet strengthened significantly by March 31, 2021, with total assets doubling and a shift from deficit to positive equity Consolidated Balance Sheet Highlights (as of March 31, 2021 vs. December 31, 2020) | Metric | March 31, 2021 | December 31, 2020 | Change | | :--- | :--- | :--- | :--- | | **Cash** | $35,691,473 | $277,738 | +$35,413,735 | | **Total Current Assets** | $48,049,859 | $10,623,776 | +$37,426,083 | | **Total Assets** | $84,653,265 | $40,734,183 | +$43,919,082 | | **Total Current Liabilities** | $14,969,761 | $16,835,985 | -$1,866,224 | | **Total Liabilities** | $38,578,985 | $49,522,475 | -$10,943,490 | | **Total Stockholders' Equity (Deficit)** | $46,074,280 | ($8,788,292) | +$54,862,572 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) In Q1 2021, flat revenue combined with halved gross profit and doubled operating expenses resulted in a significant net loss Consolidated Statements of Operations (Three Months Ended March 31) | Metric | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | **Revenue, net** | $8,668,405 | $8,835,596 | -1.9% | | **Gross Profit** | $754,619 | $1,759,744 | -57.1% | | **Operating Expenses** | $5,826,688 | $2,863,389 | +103.5% | | **Loss from Operations** | ($5,072,069) | ($1,103,645) | +359.6% | | **Net Income (Loss)** | ($6,129,468) | $250,388 | N/A | | **Diluted EPS** | ($0.04) | $0.01 | N/A | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Negative operating cash flow in Q1 2021 was offset by substantial cash from financing, leading to a net cash increase Consolidated Statements of Cash Flows (Three Months Ended March 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($8,950,925) | $208,635 | | **Net cash used in investing activities** | ($162,550) | ($2,101,537) | | **Net cash provided by financing activities** | $44,082,365 | $1,848,316 | | **Net increase (decrease) in cash** | $34,968,890 | ($44,586) | | **Cash, ending balance** | $35,691,473 | $257,900 | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail recent acquisitions, confirm liquidity post-capital raise, and provide specifics on debt, equity, and segment performance - The company completed the asset purchase of **Vayu (US), Inc.** on February 8, 2021, and acquired two other companies in May 2021[11](index=11&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - Management believes the company has **sufficient working capital for the next 12 months**, supported by a **$54 million capital raise**[12](index=12&type=chunk) - The company raised approximately **$45 million in net proceeds** through a registered direct offering of its Class A common stock in February 2021[28](index=28&type=chunk) - The Vayu acquisition was an asset purchase paid for with **1,428,572 shares of Series D Preferred Stock valued at $6.7 million**[34](index=34&type=chunk)[35](index=35&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its DSF business model, a slight revenue decrease, and a net loss driven by acquisition-related expenses - The company operates as a conglomerate acquiring businesses under its **DSF (Drivers, Stabilizers, Facilitators) model**, focusing on synergistic collaboration[43](index=43&type=chunk)[46](index=46&type=chunk) - Revenue for Q1 2021 **decreased slightly by $167,191** compared to Q1 2020, due to declines in construction segments offset by growth in the QCA segment[48](index=48&type=chunk) - Operating expenses **increased by $3.0 million** year-over-year, largely due to **$1.8 million in RSU repurchase costs** related to acquisitions[48](index=48&type=chunk) - The company significantly improved its liquidity by **raising approximately $54 million** in Q1 2021 through the sale of common stock[50](index=50&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from this disclosure requirement as a Smaller Reporting Company - The company is not required to include this disclosure as it qualifies as a **Smaller Reporting Company**[53](index=53&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to material weaknesses in internal financial reporting controls - The company's management concluded that **disclosure controls and procedures were ineffective** as of the end of the reporting period[56](index=56&type=chunk) - **Material weaknesses** identified include inadequate segregation of duties, risk assessment, control activities, and monitoring processes[56](index=56&type=chunk) - No changes were made to internal controls during the quarter that have materially affected, or are likely to materially affect, the controls[57](index=57&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company and its subsidiary are involved in two separate lawsuits related to trade secrets and breach of contract - Subsidiary Excel Fabrication, LLC is pursuing a lawsuit against Fusion Mechanical, LLC for **tortious interference and trade secret violations**[58](index=58&type=chunk) - The company is in litigation with the seller of Horizon Well Testing LLC (HWT), claiming **breach of contract** related to the acquisition agreement[58](index=58&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued unregistered preferred and common stock for an acquisition and to settle convertible debt during Q1 2021 - In January 2021, issued **1,428,572 shares of Series D Preferred Stock** in connection with the Vayu (US) merger transaction[59](index=59&type=chunk) - In Q1 2021, issued **702,877 shares of restricted Class A common stock** for the conversion of **$109,830 in debt** and accrued liabilities[28](index=28&type=chunk)[59](index=59&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[60](index=60&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) This section is not applicable for the reporting period - Not Applicable[60](index=60&type=chunk) [Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements and required officer certifications

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-55205 Alpine 4 Technologies Ltd. (Exact name of registrant as specified in its charter) Delaware 46-5482689 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer ...

Part I - Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q2 2020 financial statements reflect a net loss and a significant total stockholders' deficit Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $11,875,600 | $12,372,306 | | **Total Assets** | $38,113,617 | $35,801,598 | | **Total Current Liabilities** | $15,723,639 | $21,626,676 | | **Total Liabilities** | $50,431,145 | $47,771,740 | | **Total Stockholders' Deficit** | $(12,317,528) | $(11,970,142) | Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | **Revenue** | $9,042,864 | $17,878,460 | | **Gross Profit** | $1,956,016 | $3,715,760 | | **Loss from Operations** | $(1,606,197) | $(2,709,842) | | **Net Loss** | $(2,562,914) | $(2,312,526) | | **Basic and Diluted Loss Per Share** | $(0.02) | $(0.02) / $(0.03) | Consolidated Statements of Cash Flows Highlights (Unaudited, Six Months Ended June 30) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(942,984) | $(675,209) | | **Net cash used in investing activities** | $(2,581,537) | $(1,996,285) | | **Net cash provided by financing activities** | $3,918,031 | $2,624,466 | | **Net increase (decrease) in cash** | $393,510 | $(47,028) | [Note 1 – Organization and Basis of Presentation](index=10&type=section&id=Note%201%20%E2%80%93%20Organization%20and%20Basis%20of%20Presentation) The company operates as a technology holding company with seven subsidiaries, including the recent Excel acquisition - The company is a technology holding company with seven subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc (QCA); American Precision Fabricators, Inc (APF); Morris Sheet Metal Corp; Deluxe Sheet Metal, Inc; and Excel Fabrication, LLC[13](index=13&type=chunk) - On February 21, 2020, the Company **acquired Excel Fabrication, LLC**, an Idaho Limited Liability Company[13](index=13&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) Outlines key accounting policies, including revenue recognition, and notes a significant impairment charge for the APF subsidiary - The company adopted ASC Topic 606, recognizing construction revenue over time and contract manufacturing revenue upon transfer of control[38](index=38&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk) - During H1 2020, the company recorded **impairment charges of $671,500 for APF's customer list and $440,100 for APF's goodwill** due to a significant customer loss[30](index=30&type=chunk)[33](index=33&type=chunk)[36](index=36&type=chunk) - The company acknowledges that the **COVID-19 pandemic is expected to materially affect its financial performance** in 2020[15](index=15&type=chunk)[17](index=17&type=chunk) [Note 3 – Going Concern](index=17&type=section&id=Note%203%20%E2%80%93%20Going%20Concern) Negative working capital raises substantial doubt about the company's ability to continue as a going concern - The company's **negative working capital and need for additional capital** raise substantial doubt about its ability to continue as a going concern[52](index=52&type=chunk) - Management's mitigation plan includes increasing cash flow from acquisitions, targeting further acquisitions, and issuing additional common stock for cash[52](index=52&type=chunk) [Note 4 – Leases](index=18&type=section&id=Note%204%20%E2%80%93%20Leases) Details finance and operating lease obligations totaling over $17 million, primarily from sale-leaseback transactions Future Minimum Lease Payments as of June 30, 2020 | Lease Type | Total Payments | Less: Imputed Interest | Total Obligation | | :--- | :--- | :--- | :--- | | **Finance Leases** | $28,245,569 | $(11,628,803) | $16,616,766 | | **Operating Leases** | $930,643 | $(192,850) | $737,793 | - The company entered into **sale-leaseback transactions**, accounted for as financing leases, to fund portions of the acquisitions of APF, Morris, Deluxe, and Excel[55](index=55&type=chunk) [Note 5 – Notes Payable](index=20&type=section&id=Note%205%20%E2%80%93%20Notes%20Payable) Total notes payable reached $22.7 million, including $3.9 million in PPP loans and $3.0 million in past-due term loans Notes Payable Breakdown | Category | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Current** | $7,248,990 | $8,724,171 | | **PPP Loans** | $3,896,107 | - | | **Long-term Portion** | $11,594,105 | $9,850,184 | | **Total Notes Payable** | **$22,739,202** | **$18,574,355** | - In April and May 2020, the company received seven loans totaling **$3,896,107 under the Paycheck Protection Program (PPP)**, which it expects to be partially or fully forgiven[61](index=61&type=chunk) - As of June 30, 2020, **$3,026,400 of term loans are past due** and are currently being negotiated with lenders[63](index=63&type=chunk) [Note 7 – Convertible Notes Payable](index=23&type=section&id=Note%207%20%E2%80%93%20Convertible%20Notes%20Payable) Convertible notes payable decreased to $2.3 million due to repayments, conversions, and note amendments Convertible Notes Payable Activity (Six Months Ended June 30, 2020) | Description | Amount | | :--- | :--- | | **Balance, Dec 31, 2019** | **$2,783,806** | | Repayment of notes | $(195,008) | | Conversion to common stock | $(545,551) | | Settlement of note | $(301,500) | | Amortization of debt discounts | $370,136 | | **Balance, June 30, 2020** | **$2,319,155** | - In May and June 2020, the company amended two seller notes from the QCA acquisition, extending maturity dates and recognizing a **loss on extinguishment of debt of $192,272**[68](index=68&type=chunk) [Note 8 – Stockholders' Equity](index=25&type=section&id=Note%208%20%E2%80%93%20Stockholders%27%20Equity) Details a complex capital structure with multiple stock classes and significant voting power held in preferred stock - The company has three classes of common stock: Class A (1 vote/share), Class B (10 votes/share), and Class C (5 votes/share)[76](index=76&type=chunk) - **Series B Preferred Stock holds voting power equal to 200%** of all other outstanding common and preferred stock combined[72](index=72&type=chunk) - During H1 2020, the company issued **4,023,088 shares of Class B common stock to settle $603,463 in unpaid salaries**[76](index=76&type=chunk) [Note 9 – Business Combinations](index=27&type=section&id=Note%209%20%E2%80%93%20Business%20Combinations) Details recent acquisitions, including a bargain purchase gain from Deluxe and provisional accounting for Excel - The acquisition of Deluxe in November 2019 resulted in a **bargain purchase gain of $2,143,779**[84](index=84&type=chunk)[85](index=85&type=chunk) - The company acquired Excel Fabrication on February 21, 2020, for a total consideration of $5,492,000, with the **purchase price allocation being provisional**[86](index=86&type=chunk)[87](index=87&type=chunk) Unaudited Pro Forma Results (Six Months Ended June 30) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | **Sales** | $18,864,205 | $21,378,791 | | **Loss from operations** | $(2,516,901) | $(2,207,880) | | **Net loss from continuing operations** | $(2,119,585) | $(8,263,294) | [Note 10 – Industry Segments](index=29&type=section&id=Note%2010%20%E2%80%93%20Industry%20Segments) Provides a financial breakdown by operating segment, highlighting Morris as the top revenue source and APF's operating loss Revenue by Segment (Six Months Ended June 30, 2020) | Segment | Revenue | | :--- | :--- | | QCA | $4,383,628 | | APF | $1,785,416 | | Morris | $5,771,426 | | Deluxe | $3,903,268 | | Excel | $2,034,722 | Income (Loss) from Operations by Segment (Six Months Ended June 30, 2020) | Segment | Income (Loss) from Operations | | :--- | :--- | | QCA | $39,033 | | APF | $(1,317,929) | | Morris | $383,064 | | Deluxe | $(306,249) | | Excel | $257,611 | [Note 13 – Subsequent Events](index=34&type=section&id=Note%2013%20%E2%80%93%20Subsequent%20Events) Post-period events include note settlements and the strategic expansion of subsidiaries into the APF facility - In July 2020, the company began **expanding its subsidiaries QCA and Excel into APF's Fort Smith, AR facility** to leverage synergies[100](index=100&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses the DSF acquisition strategy, revenue growth from acquisitions, and widening operating losses due to impairments - The company's business model is to acquire businesses that fit its **disruptive DSF model**: Drivers (emerging tech), Stabilizers (consistent revenue), and Facilitators (synergistic services)[102](index=102&type=chunk)[106](index=106&type=chunk) - The increase in operating expenses is primarily due to a **$1.1 million impairment loss related to APF** and costs from newly acquired operations[115](index=115&type=chunk)[121](index=121&type=chunk) - The company's liquidity is financed through operations, stock sales, and debt, including **$3.9 million in PPP loans** received in April/May 2020[123](index=123&type=chunk) Comparison of Results for the Three Months Ended June 30 | Metric | 2020 | 2019 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $9,042,864 | $6,475,843 | $2,567,021 | | **Loss from Operations** | $(1,606,197) | $(50,199) | $(1,555,998) | | **Net Loss** | $(2,562,914) | $(4,956,676) | $2,393,762 | Comparison of Results for the Six Months Ended June 30 | Metric | 2020 | 2019 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $17,878,460 | $13,601,832 | $4,276,628 | | **Loss from Operations** | $(2,709,842) | $(399,168) | $(2,310,674) | | **Net Loss** | $(2,312,526) | $(3,967,165) | $1,654,639 | [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from this disclosure requirement as a Smaller Reporting Company - The Company is **not required to include this disclosure** as it qualifies as a Smaller Reporting Company[123](index=123&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to material weaknesses in internal controls - Management concluded that **disclosure controls and procedures were ineffective** as of the end of the reporting period[125](index=125&type=chunk) - **Material weaknesses identified** include inadequate segregation of duties, risk assessment, control activities, and monitoring processes over financial reporting[125](index=125&type=chunk) Part II - Other Information [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings for the period - None reported[127](index=127&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported - None reported[127](index=127&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults on senior securities were reported, though some term loans are noted as past due in the financials - None reported[127](index=127&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) This section is not applicable for the current reporting period - Not Applicable[127](index=127&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including certifications and material agreements - Exhibits include the Certificate of Incorporation, Bylaws, various security and promissory note agreements, and **CEO/CFO certifications pursuant to Sarbanes-Oxley** Sections 302 and 906[128](index=128&type=chunk)[129](index=129&type=chunk) Signatures - The report was signed on August 13, 2020, by **Kent B. Wilson**, serving as Chief Executive Officer, Chief Financial Officer, President, and Director[130](index=130&type=chunk)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission file number: 000-55205 | --- | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------|---------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _______ to __________ Commission file number: 000-55205 Alpine 4 Technologies Ltd. (Exact name of registrant as specified in its charter) | --- | --- | |-------------------------------- ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) Unaudited consolidated financial statements for Alpine 4 Technologies as of September 30, 2019, detailing financial position, performance, and cash flows [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets and liabilities significantly increased due to acquisitions, resulting in a slightly improved stockholders' deficit Consolidated Balance Sheet Summary | Balance Sheet Items | Sep 30, 2019 (unaudited, USD) | Dec 31, 2018 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | $9,172,499 | $5,401,084 | | **Total Assets** | **$26,272,933** | **$17,940,676** | | **Total Current Liabilities** | $18,296,382 | $15,568,183 | | **Total Liabilities** | **$37,478,454** | **$29,439,104** | | **Total Stockholders' Deficit** | **($11,205,521)** | **($11,498,428)** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Revenue significantly increased for Q3 and nine months, with net income improving due to acquisitions and other gains Three Months Ended September 30 | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Revenue | $7,088,182 | $4,342,203 | | Gross Profit | $1,776,859 | $2,222,290 | | Income (Loss) from Operations | $36,992 | ($164,802) | | Net Income (Loss) | $2,805,182 | ($2,874,626) | | Basic EPS | $0.03 | ($0.09) | Nine Months Ended September 30 | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Revenue | $20,690,014 | $10,570,032 | | Gross Profit | $5,147,820 | $4,091,942 | | Loss from Operations | ($362,176) | ($163,093) | | Net Loss | ($1,161,983) | ($4,112,998) | | Basic EPS | ($0.02) | ($0.15) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operations improved, with investing activities focused on acquisitions and financing providing necessary capital Cash Flow Summary for Nine Months Ended September 30 | Cash Flow Activity | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | ($101,203) | ($1,511,233) | | Net cash used in investing activities | ($2,016,484) | ($1,787,551) | | Net cash provided by financing activities | $2,161,501 | $3,507,514 | | **Net increase in cash** | **$43,814** | **$208,730** | | **Cash, ending balance** | **$458,330** | **$544,553** | [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes provide critical context on business organization, accounting policies, acquisitions, discontinued operations, and going concern - The company is a technology holding company that **acquired Morris Sheet Metal Corp.** effective January 1, 2019[18](index=18&type=chunk) - The company adopted **ASC 606 (Revenue)** and **ASC 842 (Leases)**, with ASC 842 leading to **$891,413** in right-of-use assets and lease liabilities[40](index=40&type=chunk)[57](index=57&type=chunk) - Recurring losses and a working capital deficit raise **substantial doubt about the company's ability to continue as a going concern**, with management planning to leverage acquisitions and new debt[60](index=60&type=chunk)[61](index=61&type=chunk) - The **VWES subsidiary filed for Chapter 7 bankruptcy** and is reported as a discontinued operation, resulting in a **$2,515,028 gain on disposition**[117](index=117&type=chunk)[119](index=119&type=chunk) - Subsequent to quarter end, the company **acquired Deluxe Sheet Metal, Inc. (DSM) for $8.4 million** and settled several convertible notes[124](index=124&type=chunk)[125](index=125&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the DSF business model, highlighting acquisition-driven revenue growth, going concern risk, and liquidity management [Business Strategy](index=33&type=section&id=Business%20Strategy) The company's DSF model acquires diverse B2B companies (Drivers, Stabilizers, Facilitators) to foster synergistic competitive advantages - The company's core business model is **DSF (Drivers, Stabilizers, Facilitators)**, building a diverse portfolio of synergistic B2B companies[132](index=132&type=chunk) - The DSF model categorizes acquisitions as **Driver** (high growth), **Stabilizer** (consistent revenue), and **Facilitator** (synergistic services)[134](index=134&type=chunk)[135](index=135&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Revenue significantly increased for Q3 and nine months, primarily due to acquisitions, with the net loss narrowing from discontinued operations Results of Operations Comparison - Three Months Ended Sep 30 | Metric | 2019 (USD) | 2018 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Revenue | $7,088,182 | $4,342,203 | $2,745,979 | | Gross Profit | $1,776,859 | $2,222,290 | ($445,431) | | Net Income (Loss) | $2,805,182 | ($2,874,626) | $5,679,808 | Results of Operations Comparison - Nine Months Ended Sep 30 | Metric | 2019 (USD) | 2018 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Revenue | $20,690,014 | $10,570,032 | $10,119,982 | | Gross Profit | $5,147,820 | $4,091,942 | $1,055,878 | | Net Loss | ($1,161,983) | ($4,112,998) | $2,951,015 | - The **Q3 2019 revenue increase** was primarily driven by the **Morris acquisition**, contributing **$3,820,472** in revenue[149](index=149&type=chunk) - The **nine-month net loss** includes a **$2,419,849 positive impact from discontinued operations**, a significant improvement from the prior year[157](index=157&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company historically financed operations through equity and debt, with future funding expected from cash flow, securities, and new debt - The company has financed operations through a combination of **equity sales, shareholder contributions, and debt issuance**[165](index=165&type=chunk) - Future funding is expected from **operating cash flow, sales of securities, and potential new debt financing**[165](index=165&type=chunk)[167](index=167&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a Smaller Reporting Company, Alpine 4 Technologies is not required to provide this disclosure - The company is **exempt from this disclosure requirement** as it qualifies as a **Smaller Reporting Company**[169](index=169&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective due to material weaknesses in internal financial reporting controls - Management concluded that **disclosure controls and procedures were ineffective** as of September 30, 2019[172](index=172&type=chunk) - Material weaknesses identified include **inadequate segregation of duties** and **insufficient control activities and monitoring processes** over financial reporting[172](index=172&type=chunk) - No material changes were made to internal control over financial reporting during the quarter[173](index=173&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings.) A lawsuit alleging tortious interference of contract against the company was dismissed with prejudice in January 2019 - The lawsuit **Kevin Cannon et al. v. Alpine 4 Technologies Ltd.**, alleging tortious interference, was **dismissed with prejudice** on January 28, 2019[173](index=173&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company issued approximately 33 million Class A shares for note conversions and Class B/C shares for services in Q3 2019 - In Q3 2019, the company issued **32,956,827 shares of Class A common stock** for note conversions[174](index=174&type=chunk) - The company also issued **200,000 shares of Class B** and **2,772,606 shares of Class C common stock** to officers, directors, and employees for services[174](index=174&type=chunk) [Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported during the period[175](index=175&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits.) This section lists exhibits filed with the quarterly report, including corporate documents, securities agreements, and officer certifications