PART I - FINANCIAL INFORMATION This section presents the company's unaudited consolidated financial statements, management's analysis, and related disclosures [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section provides the unaudited consolidated financial statements and comprehensive notes for the period ended June 30, 2019 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) The company's total assets grew to $26.5 million as of June 30, 2019, from $17.9 million at the end of 2018, primarily driven by acquisitions, leading to a larger total stockholders' deficit of $14.8 million Consolidated Balance Sheet Summary (as of June 30, 2019 vs. December 31, 2018) | Metric | June 30, 2019 (USD) | December 31, 2018 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | $9,288,297 | $5,401,084 | | **Total Assets** | **$26,501,876** | **$17,940,676** | | **Total Current Liabilities** | $21,135,752 | $15,568,183 | | **Total Liabilities** | **$41,322,339** | **$29,439,104** | | **Total Stockholders' Deficit** | **($14,820,463)** | **($11,498,428)** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2019, revenue more than doubled to $13.6 million from $6.2 million year-over-year, largely due to acquisitions, while net loss from continuing operations widened significantly to $6.4 million Statement of Operations Highlights (Six Months Ended June 30) | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | **Revenue** | $13,601,832 | $6,227,829 | | **Gross Profit** | $3,370,961 | $1,869,652 | | **Loss from Continuing Operations** | ($6,387,014) | ($569,750) | | **Net Loss** | ($3,967,165) | ($1,238,372) | | **Basic & Diluted Loss Per Share** | ($0.11) | ($0.05) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the first six months of 2019, the company used $0.7 million in cash from operating activities, an improvement from the $1.2 million used in the same period of 2018, with financing activities providing $2.6 million in net cash Cash Flow Summary (Six Months Ended June 30) | Activity | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($675,209) | ($1,224,847) | | **Net Cash Used in Investing Activities** | ($1,996,285) | ($1,890,973) | | **Net Cash Provided by Financing Activities** | $2,624,466 | $3,316,745 | | **Net (Decrease) Increase in Cash** | ($47,028) | $200,925 | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes provide critical context to the financial statements, including the company's structure, adoption of ASC 842, a going concern warning, acquisition details, and the impact of derivative liabilities - The company is a technology holding company that acquired Morris Sheet Metal Corp effective January 1, 2019[19](index=19&type=chunk) - The company adopted the new lease accounting standard ASC 842 on January 1, 2019, resulting in the recognition of a right-of-use asset and lease payable obligation of **$676,944** on the balance sheet[57](index=57&type=chunk) - The financial statements include a going concern warning, citing recurring losses and a working capital deficit, which raise substantial doubt about the company's ability to continue operations[59](index=59&type=chunk) - The company shut down its VWES subsidiary, which filed for Chapter 7 bankruptcy in February 2019, resulting in a gain on disposition of discontinued operations of **$2,515,028**[117](index=117&type=chunk)[120](index=120&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the business model, analyzes financial performance, and addresses the going concern risk and mitigation plans [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2019, revenues grew by $7.4 million (118%) year-over-year to $13.6 million, primarily due to acquisitions, while the net loss widened to $4.0 million due to higher costs and non-cash expenses Results of Operations (Three Months Ended June 30) | Metric | 2019 (USD) | 2018 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | **Revenue** | $6,475,843 | $3,621,348 | +$2,854,495 | | **Gross Profit** | $1,253,428 | $1,206,745 | +$46,683 | | **Loss from Operations** | ($50,199) | ($33,759) | ($16,440) | | **Net Loss** | ($4,956,676) | ($577,294) | ($4,379,382) | - The increase in Q2 2019 revenue was primarily driven by the acquisitions of APF (contributing **$287,866** in growth) and Morris (contributing **$2,870,574**)[133](index=133&type=chunk) Results of Operations (Six Months Ended June 30) | Metric | 2019 (USD) | 2018 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | **Revenue** | $13,601,832 | $6,227,829 | +$7,374,003 | | **Gross Profit** | $3,370,961 | $1,869,652 | +$1,501,309 | | **Loss from Operations** | ($399,168) | $1,709 | ($400,877) | | **Net Loss** | ($3,967,165) | ($1,238,372) | ($2,728,793) | - The increase in revenue for the first six months of 2019 was driven by acquisitions of APF (**$1,996,858**) and Morris (**$5,741,371**)[142](index=142&type=chunk) [Going Concern and Liquidity](index=32&type=section&id=Going%20Concern%20and%20Liquidity) The company acknowledges substantial doubt about its ability to continue as a going concern due to an accumulated deficit of $32.5 million, outlining a plan to mitigate this through increased cash flow from acquisitions and new debt financing - The company has incurred losses since inception, resulting in an accumulated deficit of **$32,487,259** as of June 30, 2019, which raises substantial doubt about its ability to continue as a going concern[129](index=129&type=chunk) - Management's three-fold plan to mitigate going concern risk includes: 1) increased cash flow from acquisitions, 2) pursuing other potential acquisitions, and 3) exploring new debt options[130](index=130&type=chunk) - The company has historically financed operations through stock sales, capital contributions, and notes payable, and expects to continue financing through operating cash flow, stock sales, or debt instruments[150](index=150&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&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 the disclosures typically included under this item - The Company is not required to include disclosure under this item as it qualifies as a Smaller Reporting Company[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of June 30, 2019, the company's disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were **ineffective** as of the end of the reporting period[160](index=160&type=chunk) - Material weaknesses identified include: (i) inadequate segregation of duties and effective risk assessment; and (ii) inadequate control activities and monitoring processes over financial reporting[160](index=160&type=chunk) - No changes were made to the internal control over financial reporting during the quarter that materially affected or are likely to materially affect these controls[161](index=161&type=chunk) PART II - OTHER INFORMATION This section provides additional information including legal proceedings, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) A lawsuit filed against the company in October 2017, alleging tortious interference of contract, was resolved with all claims dismissed with prejudice on January 28, 2019 - In the case of *Kevin Cannon et al. v. Alpine 4 Technologies Ltd.*, all claims against the Company were dismissed with prejudice on January 28, 2019[162](index=162&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the second quarter of 2019, the company issued 33,975,924 shares of restricted Class A common stock in exchange for the conversion of debt, issued without registration under the Securities Act of 1933 - During the quarter ended June 30, 2019, the Company issued **33,975,924** shares of its restricted Class A common stock for note conversions[163](index=163&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - None[163](index=163&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) There was no other information to report for this period - Not Applicable[163](index=163&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, acquisition agreements, and CEO/CFO certifications - The report includes standard corporate governance documents, agreements related to the APF acquisition, and CEO/CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[165](index=165&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, 2019 [ ] 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, 2018 [ ] 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) Delaware 46-5482689 (State or Other Jurisdictio ...