State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November ~~14, 2017,~~1, 2021, the issuer had ~~23,105,194~~149,609,780 shares of its Class A common stock issued and ~~outstanding* and 1,600,000~~outstanding, 8,673,088 shares of its Class B common stock issued and ~~outstanding. *(includes 350,000~~outstanding and 12,500,200 shares of ~~our~~its Class C common stock issued ~~to a 3~~^rd ~~party for a loan but which are not considered outstanding for accounting purposes)~~and outstanding.

TABLE OF CONTENTS

PART I		Page

Item 1.	Financial Statements	3 4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27 22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38 28

Item 4.	Controls and Procedures	38 28

PART II

Item 1.	Legal Proceedings	39 28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39 29

Item 3.	Defaults Upon Senior Securities	39 30

Item 4.5.	~~Mine Safety Disclosures~~ Other Information	39 30

Item 5.6.	~~Other Information~~ Exhibits	39 30

~~Item 6.~~	~~Exhibits~~ Signatures	40

	~~Signatures~~	41 32

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, commencement of business operations, business strategy, statements related to the expected effects on our business from the novel coronavirus (“COVID-19”) pandemic, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “hope,” “intend,” “project,” “positioned,” or “strategy” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the duration and scope of the COVID-19 pandemic and impact on the demand for the products we distribute; our ability to obtain the products from the manufacturer; actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the COVID-19 pandemic and action taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; our inability to sustain profitable sales growth; and circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives. For a more thorough discussion of these risks, you should read this entire Report carefully, as well as the risks discussed under “Risk Factors” in our Annual Report for the year ended December 31, 2020.

Although management believes that the assumptions underlying the forward-looking statements included in this Report are reasonable, such statements do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements, and there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation to update or revise any forward-looking statements.

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

~~Alpine~~

ALPINE 4 ~~Technologies Ltd.~~

~~Financial Statements~~

~~(Unaudited)~~

~~Contents~~

~~Financial Statements~~	~~PAGE~~

~~Consolidated Balance Sheets (Unaudited)~~	4

~~Consolidated Statements of Operations (Unaudited)~~	5

~~Consolidated Statements of Cash Flows (Unaudited)~~	7

~~Notes to Consolidated Financial Statements (Unaudited)~~	8

~~Alpine 4 Technologies Ltd.~~

~~Consolidated Balance Sheets~~

~~(Unaudited)~~

Successor Successor

September 30,
2017

December 31,
2016

ASSETS

CURRENT ASSETS:
Cash $ 63,372 $ 209,494
Accounts receivable, net 1,754,837 1,346,585
Inventory 1,199,571 930,114
Prepaid expenses and other current assets 184,942 39,734
Total current assets 3,202,722 2,525,927

Property and equipment, net 9,545,965 5,202,133
Intangible asset, net 752,892 757,528
Goodwill 2,131,606 1,963,761
Other non-current assets 314,305 688,204
Total non-current assets 12,744,768 8,611,626

TOTAL ASSETS $ 15,947,490 $ 11,137,553

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable $ 2,055,385 $ 1,434,170
Accrued expenses 833,602 299,043
Deferred Revenue 130,227 12,536
Derivative liabilities 175,332 -
Deposits 12,509 12,509
Notes payable 3,561,978 1,332,031
Notes payable, related parties 487,000 205,000
Convertible notes payable, net of discount of $76,097 and $7,421 2,042,732 247,359
Financing Lease Obligation 24,133 13,814
Income Tax Payable 19,819 20,123
Total current liabilities 9,342,717 3,576,585

NON-CURRENT LIABILITIES:
Long-term debt - 147,079
Convertible notes payable 1,694,627 1,760,198
Financing Lease Obligation 6,546,645 6,572,579
Deferred Revenue 53 -
Deferred tax liability 287,153 287,153
Total non-current liabilities 8,528,478 8,767,009

TOTAL LIABILITIES 17,871,195 12,343,594

REDEEMABLE COMMON STOCK
Class A Common stock, $0.0001 par value, 379,403 and 0 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively 1,439,725 -

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding - -
Class A Common stock, $0.0001 par value, 500,000,000 shares authorized, 21,950,791 and 21,474,481 shares issued and outstanding 2,195 2,148
Class B Common stock, $0.0001 par value, 100,000,000 shares authorized, 1,600,000 and 1,600,000 shares issued and outstanding 160 160
Additional paid-in capital 16,329,087 16,228,106
Accumulated deficit (19,694,872 ) (17,436,455 )
Total stockholders' deficit (3,363,430 ) (1,206,041 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 15,947,490 $ 11,137,553

HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

				September 30,		December 31,
				2021		2020
				(unaudited)
ASSETS

CURRENT ASSETS:
	Cash		$	5,425,913	$	277,738
	Restricted cash			-		444,845
	Accounts receivable, net			12,990,229		6,484,869
	Contract assets			3,655,625		717,421
	Inventory, net			9,632,121		2,666,602
	Prepaid expenses and other current assets			1,272,760		32,301
		Total current assets		32,976,648		10,623,776

Investment in equity securities				1,350,000		-
Property and equipment, net				27,320,596		19,299,286
Intangible asset, net				29,001,665		7,743,084
Right of use assets, net				347,712		581,311
Goodwill				5,866,454		2,084,982
Other non-current assets				248,257		401,744

	TOTAL ASSETS		$	97,111,332	$	40,734,183

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
	Accounts payable		$	5,653,158	$	4,854,467
	Accrued expenses			4,253,987		2,872,202
	Contract liabilities			3,486,331		233,485
	Line of credit			3,718,972		-
	Notes payable, current portion			5,811,241		7,100,911
	Notes payable, related parties			3,000		238,651
	Convertible notes payable, current portion, net of discount of $0 and $1,343,624			7,500		562,242
	Financing lease obligation, current portion			628,574		639,527
	Operating lease obligation, current portion			135,207		334,500
		Total current liabilities		23,697,970		16,835,985

Notes payable, net of current portion				7,522,462		15,201,450
Convertible notes payable, net of current portion				-		1,100,635
Financing lease obligations, net of current portion				15,489,693		15,687,176
Operating lease obligations, net of current portion				219,682		269,030
Deferred tax liability				428,199		428,199

	TOTAL LIABILITIES			47,358,006		49,522,475

STOCKHOLDERS' EQUITY (DEFICIT):
	Preferred stock, $0.0001 par value, 5,000,000 shares authorized			-		-
	Series B preferred stock; $1.00 stated value; 100 shares authorized, 5 and 5 shares issued and outstanding at September 30, 2021 and December 31, 2020			5		5
	Series C preferred stock; $3.50 stated value; 2,028,572 shares authorized, 1,714,286 and 1,714,286 shares issued and outstanding at September 30, 2021 and December 31, 2020			171		171
	Series D preferred stock; $3.50 stated value; 1,628,572 shares authorized, 1,432,244 and 0 shares issued and outstanding at September 30, 2021 and December 31, 2020			143		-
	Class A Common stock, $0.0001 par value, 195,000,000 shares authorized, 146,214,650 and 126,363,158 shares issued and outstanding at September 30, 2021 and December 31, 2020			14,624		12,636
	Class B Common stock, $0.0001 par value, 10,000,000 shares authorized, 8,673,088 and 9,023,088 shares issued and outstanding at September 30, 2021 and December 31, 2020			867		902
	Class C Common stock, $0.0001 par value, 15,000,000 shares authorized, 12,500,200 and 14,162,267 shares issued and outstanding at September 30, 2021 and December 31, 2020			1,250		1,417
	Additional paid-in capital			96,306,820		30,991,978
	Accumulated deficit			(46,570,554)		(39,795,401)
		Total stockholders' equity (deficit)		49,753,326		(8,788,292)
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	97,111,332	$	40,734,183

The accompanying notes are an integral part of these unaudited consolidated financial statements.

~~Alpine~~

ALPINE 4 ~~Technologies Ltd.~~

~~Consolidated Statements of Operations~~

~~(Unaudited)~~

Three month period
Successor Successor

Three Months
Ended
September 30,
2017

Three Months
Ended
September 30,
2016

Revenue $ 2,221,533 $ 2,258,099
Cost of revenue (exclusive of depreciation) 1,520,224 1,410,772
Gross Profit 701,309 847,327

Operating expenses:
General and administrative expenses 1,001,921 937,449
Depreciation 173,693 104,455
Amortization 31,354 10,901
Total operating expenses 1,206,968 1,052,805
Loss from operations (505,659 ) (205,478 )

Other expenses
Interest expense 423,986 366,825
Gain on derivative liabilities (72,361 ) -
Other (income) (47,880 ) (49,173 )
Total other expenses 303,745 317,652

Loss before income tax (809,404 ) (523,130 )

Income tax expense (benefit) 8,303 (964 )

Net loss $ (817,707 ) $ (522,166 )

Weighted average shares outstanding :
Basic 23,829,713 22,842,265
Diluted 23,829,713 22,842,265

Loss per share
Basic $ (0.03 ) $ (0.02 )
Diluted $ (0.03 ) $ (0.02 )

HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

			Three Months Ended September 30,				Nine Months Ended September 30,
			2021		2020		2021		2020

Revenue		$	17,398,316	$	8,729,633	$	39,938,585	$	26,608,093
Cost of revenue			12,950,180		7,390,406		30,771,770		21,553,106
Gross Profit			4,448,136		1,339,227		9,166,815		5,054,987

Operating expenses:
	General and administrative expenses		5,539,465		1,911,278		17,719,228		7,225,280
	Impairment loss of intangible assets and goodwill		-		-		-		1,111,600
	Research and development		581,131		-		1,096,333		-
	Total operating expenses		6,120,596		1,911,278		18,815,561		8,336,880
Loss from operations			(1,672,460)		(572,051)		(9,648,746)		(3,281,893)

Other income (expenses)
	Interest expense		(537,882)		(1,139,462)		(3,226,192)		(3,694,531)
	Change in value of derivative liability		-		-		-		2,298,609
	Gain (loss) on extinguishment of debt		-		253,063		803,079		344,704
	Gain on forgiveness of debt		4,307,291		-		4,896,573		-
	Bargain purchase gain		-		64,371		-		64,371
	Change in fair value of contingent consideration		-		-		-		500,000
	Other income		438,701		(5,783)		454,191		56,352
	Total other income (expenses)		4,208,110		(827,811)		2,927,651		(430,495)

Income (loss) before income tax			2,535,650		(1,399,862)		(6,721,095)		(3,712,388)

Income tax			54,058		-		54,058		-

Net income (loss)		$	2,481,592	$	(1,399,862)	$	(6,775,153)	$	(3,712,388)

Weighted average shares outstanding:
	Basic		166,964,408		131,934,084		161,118,324		130,111,673
	Diluted		168,627,907		131,934,084		161,118,324		138,238,550

Basic income (loss) per share		$	0.01	$	(0.01)	$	(0.04)	$	(0.03)

Diluted income (loss) per share		$	0.01	$	(0.01)	$	(0.04)	$	(0.04)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

~~Alpine~~

ALPINE 4 ~~Technologies Ltd.~~HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)

~~Consolidated Statements of Operations~~

	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Class A Common Stock			Class B Common Stock			Class C Common Stock				Additional Paid-in		Accumulated		Total Stockholders’
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Capital		Deficit		Deficit
Balance, December 31, 2020	5	$	5	1,714,286	$	171	-	$	-	126,363,158	$	12,636	9,023,088	$	902	14,162,267	$	1,417	$	30,991,978	$	(39,795,401)	$	(8,788,292)

Issuance of shares of common stock for cash, net of offering costs	-		-	-		-	-		-	9,857,397		985	-		-	-		-		54,301,997		-		54,302,982
Issuance of shares of common stock for convertible note payable and accrued interest	-		-	-		-	-		-	702,877		70	-		-	-		-		109,760		-		109,830
Issuance of shares of series D preferred stock for acquisition	-		-	-		-	1,432,244		143	-		-	-		-	-		-		6,653,166		-		6,653,309
Repurchase of class C common stock	-		-	-		-	-		-	-		-	-		-	(45,000)		(5)		(185,845)		-		(185,850)
Share-based compensation expense	-		-	-		-	-		-	-		-	-		-	-		-		19,341		-		19,341
Beneficial conversion feature on convertible notes	-		-	-		-	-		-	-		-	-		-	-		-		92,428		-		92,428
Net loss	-		-	-		-	-		-	-		-	-		-	-		-		-		(6,129,468)		(6,129,468)

Balance, March 31, 2021	5		5	1,714,286		171	1,432,244		143	136,923,432		13,691	9,023,088		902	14,117,267		1,412		91,982,825		(45,924,869)		46,074,280

Issuance of shares of common stock for acquisitions	-		-	-		-	-		-	643,010		64	-		-	-		-		2,535,007		-		2,535,071
Issuance of shares of common stock for convertible note payable and accrued interest	-		-	-		-	-		-	5,295,308		534	-		-	-		-		1,419,034		-		1,419,568
Conversion of Class C to Class A	-		-	-		-	-		-	1,617,067		162	-		-	(1,617,067)		(162)		-		-		-
Conversion of Class B to Class A	-		-	-		-	-		-	350,000		35	(350,000)		(35)	-		-		-		-		-
Share-based compensation expense	-		-	-		-	-		-	-		-	-		-	-		-		7,988		-		7,988
Net loss	-		-	-		-	-		-	-		-	-		-	-		-		-		(3,127,277)		(3,127,277)

Balance, June 30, 2021	5		5	1,714,286		171	1,432,244		143	144,828,817		14,486	8,673,088		867	12,500,200		1,250		95,944,854		(49,052,146)		46,909,630

Issuance of shares of common stock for convertible note payable and accrued interest	-		-	-		-	-		-	1,385,833		138	-		-	-		-		357,362		-		357,500
Share-based compensation expense	-		-	-		-	-		-	-		-	-		-	-		-		4,604		-		4,604
Net loss	-		-	-		-	-		-	-		-	-		-	-		-		-		2,481,592		2,481,592

Balance, September 30, 2021	5	$	5	1,714,286	$	171	1,432,244	$	143	146,214,650	$	14,624	8,673,088	$	867	12,500,200	$	1,250	$	96,306,820	$	(46,570,554)	$	49,753,326

Balance, December 31, 2019	-	$	-	-	$	-	-	$	-	100,070,161	$	10,007	5,000,000	$	500	9,955,200	$	996	$	19,763,883	$	(31,745,528)	$	(11,970,142)
Issuance of shares of common stock for cash	-		-	-		-	-		-	3,941,753		394	-		-	-		-		249,606		-		250,000
Issuance of shares of common stock for convertible note payable and accrued interest	-		-	-		-	-		-	4,648,879		464	-		-	-		-		696,868		-		697,332
Issuance of shares of common stock for debt settlement	-		-	-		-	-		-	1,617,067		162	-		-	1,617,067		162		330,204		-		330,528
Issuance of shares of common stock for penalty	-		-	-		-	-		-	300,000		30	-		-	-		-		44,670		-		44,700
Issuance of shares of common stock for compensation	-		-	-		-	-		-	-		-	4,023,088		402	-		-		603,061		-		603,463
Issuance of shares of series B preferred stock	5		5	-		-	-		-	-		-	-		-	-		-		-		-		5
Share-based compensation expense	-		-	-		-	-		-	-		-	-		-	-		-		19,556		-		19,556
Net income	-		-	-		-	-		-	-		-	-		-	-		-		-		250,388		250,388

Balance, March 31, 2020	5		5	-		-	-		-	110,577,860		11,057	9,023,088		902	11,572,267		1,158		21,707,848		(31,495,140)		(9,774,170)

Share-based compensation expense	-		-	-		-	-		-	-		-	-		-	-		-		19,556		-		19,556
Net loss	-		-	-		-	-		-	-		-	-		-	-		-		-		(2,562,914)		(2,562,914)
Balance, June 30, 2020	5		5	-		-	-		-	110,577,860		11,057	9,023,088		902	11,572,267		1,158		21,727,404		(34,058,054)		(12,317,528)
Issuance of shares of common stock for cash	-		-	-		-	-		-	3,000,000		300	-		-	-		-		123,700		-		124,000
Share-based compensation expense	-		-	-		-	-		-	-		-	-		-	-		-		19,770		-		19,770
Net loss	-		-	-		-	-		-	-		-	-		-	-		-		-		(1,399,862)		(1,399,862)

Balance, September 30, 2020	5	$	5	-	$	-	-	$	-	113,577,860	$	11,357	9,023,088	$	902	11,572,267	$	1,158	$	21,870,874	$	(35,457,916)	$	(13,573,620)

~~(Unaudited)~~

Nine month period
Successor Successor Predecessor

Nine Months
Ended
January, 1,
2017 to
September 30,
2017

Six Months
Ended
April, 1,
2016 to
September 30,
2016

Three Months
Ended
January, 1,
2016 to
March 31,
2016

Revenue $ 7,044,806 $ 4,294,535 $ 1,788,654
Cost of revenue (exclusive of depreciation) 4,661,163 2,730,395 1,383,031
Gross Profit 2,383,643 1,564,140 405,623

Operating expenses:
General and administrative expenses 3,238,927 2,858,163 533,894
Depreciation 498,732 175,625 33,492
Amortization 69,060 21,734 -
Total operating expenses 3,806,719 3,055,522 567,386
Loss from operations (1,423,076 ) (1,491,382 ) (161,763 )

Other expenses
Interest expense 1,080,476 627,515 456
Gain on derivative liabilities (72,361 ) - -
Other (income) (181,444 ) (101,121 ) -
Total other expenses 826,671 526,394 456

Loss before income tax (2,249,747 ) (2,017,776 ) (162,219 )

Income tax expense (benefit) 8,670 7,411 (31,770 )

Net loss $ (2,258,417 ) $ (2,025,187 ) $ (130,449 )

Weighted average shares outstanding :
Basic 23,589,017 22,760,422 -
Diluted 23,589,017 22,760,422 -

Loss per share
Basic $ (0.10 ) $ (0.09 ) $
Diluted $ (0.10 ) $ (0.09 ) $

The accompanying notes are an integral part of these unaudited consolidated financial statements.

~~Alpine~~

ALPINE 4 ~~Technologies Ltd.~~

~~Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

Nine month period
Successor Successor Predecessor
Nine Months Ended January, 1, 2017 to September 30, 2017 Six Months Ended April, 1, 2016 to September 30, 2016 Three Months Ended January, 1, 2016 to March 31, 2016
OPERATING ACTIVITIES:
Net loss $ (2,258,417 ) $ (2,025,187 ) $ (130,449 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 498,732 175,625 33,492
Amortization 69,060 21,734 -
Loss on disposal of fixed assets 7,949 - -
Gain on derivatives (72,361 ) - -
Employee stock compensation 69,290 1,062,500 -
Stock issued for services 21,170 406,740 -
Amortization of debt issuance 22,500 4,493 -
Amortization of debt discounts 76,322 226,913 -
Change in current assets and liabilities:
Accounts receivable (194,192 ) (303,735 ) 47,578
Inventory (269,457 ) 179,293 (14,062 )
Prepaids (90,370 ) (110,748 ) (41,040 )
Accounts payable 621,216 149,813 16,468
Accrued expenses 508,149 244,388 56,723
Deferred tax (304 ) - (41,645 )
Deferred revenue 117,744 (998 ) -
Net cash provided by (used in) operating activities (872,969 ) 30,831 (72,935 )

INVESTING ACTIVITIES:
Capital expenditures (183,125 ) (169,500 ) -
Proceeds from insurance claim on Automobiles & Trucks 86,807 - -
Acquisition, net of cash acquired (1,937,616 ) (2,800,000 ) -
Net cash used in investing activities (2,033,934 ) (2,969,500 ) -

FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, related party 105,500 - -
Proceeds from issuances of notes payable, non-related party 1,952,392 - -
Repayments of notes payable, non-related party (289,195 ) - -
Proceeds from Line of Credit 7,156,259 2,499,847
Repayments on Line of Credit (6,736,589 ) (1,834,482 )
Repayments of notes payable, related party (123,500 ) (1,535 ) (10,000 )
Repayments of convertible notes (66,370 ) (43,323 ) (59,461 )
Proceeds from convertible notes payable 389,000 12,500 -
Proceeds from the sale of common stock 15,000 6,000 -
Net Proceeds from financing obligation lease, net of commissions and financing charges - 2,704,260
Change in restricted cash 373,899 (532,969 ) -
Cash paid for rent deposit on lease of building - (46,667 )
Cash paid on financing lease obligation (15,615 ) (49,966 ) -
Net cash provided by (used in) financing activities 2,760,781 2,713,665 (69,461 )

NET INCREASE (DECREASE) IN CASH (146,122 ) (225,004 ) (142,396 )

CASH, BEGINNING BALANCE 209,494 342,786 365,221

CASH, ENDING BALANCE $ 63,372 $ 117,782 $ 222,825

CASH PAID FOR:
Interest $ 570,614 $ 217,791 $ 456
Income taxes $ 1,104 $ - $ 47,500

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest $ 57,320 $ 159,830 $ -
Issuance of Convertible Note for acquisition of QCA $ - $ 2,000,000 $
Purchase of building from lease proceeds $ - $ 3,895,000 $
Issuance of Convertible Note for acquisition of HWT $ 1,500,000 $ - $ -
Issuance of Note Payable for acquisition of HWT $ 300,000 $ - $ -
Issuance of Warrants for acquisition of HWT $ 40,941 $ - $ -
Issuance of Redeemable Common Stock for acquisition of HWT $ 1,439,725 $ - $ -
Debt discount from convertible note payable $ 30,000 $ 113,810 $ -
Debt discount due to derivative liabilities $ 115,000 $ - $ -
Reclassification of warrants embedded conversion options as derivative liability $ 132,693 $ - $ -

HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

					Nine Months Ended September 30,
					2021		2020
OPERATING ACTIVITIES:
	Net loss			$	(6,775,153)	$	(3,712,388)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization			2,851,969		1,582,604
		Gain on extinguishment of debt			(803,079)		(344,704)
		Gain of forgiveness of debt			(4,896,573)		-
		Change in fair value of contingent consideration			-		(500,000)
		Change in fair value of derivative liabilities			-		(2,298,609)
		Stock issued for penalties			-		44,700
		Employee stock compensation			31,933		58,887
		Amortization of debt discounts			1,436,052		507,534
		Non-cash lease expense			328,628		200,165
		Bargain purchase gain			-		(64,371)
		Impairment loss of intangible asset and goodwill			-		1,111,600
		Write off of inventory			-		127,919
		Change in current assets and liabilities:
			Accounts receivable		(6,096,678)		2,542,306
			Inventory		(4,343,866)		(146,925)
			Contract assets		(2,111,973)		158,978
			Prepaid expenses and other assets		(696,471)		141,147
			Accounts payable		(17,460)		(661,933)
			Accrued expenses		1,045,007		159,828
			Contract liabilities		(835,632)		(71,548)
			Operating lease liability		(343,670)		(189,503)
			Deposits		-		(12,509)
	Net cash used in operating activities				(21,226,966)		(1,366,822)

INVESTING ACTIVITIES:
		Capital expenditures			(2,970,087)		(75,670)
		Cash paid for equity investment			(350,000)		-
		Cash paid for acquisitions			(16,824,000)		(2,513,355)
		Cash assumed in acquisition			81,442		-
	Net cash used in investing activities				(20,062,645)		(2,589,025)

FINANCING ACTIVITIES:
		Proceeds from the sale of common stock, net of offering costs			54,302,982		374,000
		Proceeds from issuances of notes payable, related parties			-		47,000
		Proceeds from issuances of notes payable, non-related party			15,609		4,644,817
		Proceeds from issuances of convertible notes payable			408,000		-
		Proceeds from line of credit			3,718,972		-
		Proceeds from financing lease			-		2,000,000
		Repurchase of common stock			(185,850)		-
		Repayments of notes payable, related party			(235,651)		(217,822)
		Repayments of notes payable, non-related parties			(7,041,401)		(1,745,647)
		Repayments of convertible notes payable			(1,680,964)		(270,294)
		Repayment of line of credit			(2,821,033)		(660,764)
		Cash paid on financing lease obligations			(487,723)		(355,094)
	Net cash provided by financing activities				45,992,941		3,816,196

NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH					4,703,330		(139,651)

CASH AND RESTRICTED CASH, BEGINNING BALANCE					722,583		302,486

CASH AND RESTRICTED CASH, ENDING BALANCE				$	5,425,913	$	162,835

CASH PAID FOR:
	Interest			$	1,593,255	$	2,857,895
	Income taxes			$	54,058	$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING:
	Penalty interest added to debt			$	-	$	15,000
	Common stock issued for convertible note payable and accrued interest			$	1,886,898	$	697,332
	Common stock issued for debt settlement			$	-	$	330,528
	Issuance of note payable for acquisition			$	-	$	2,300,000
	Common stock issued for acquisition			$	2,535,071	$	-
	Common stock issued to settle unpaid salaries			$	-	$	603,463
	ROU asset and operating lease obligation recognized under Topic 842			$	95,029	$	193,541
	Remeasurement of finance lease liability			$	279,287	$	-
	Equipment purchased on financing lease			$	-	$	756,990
	Mortgage on property purchase			$	4,680,000	$	-
	Accounts receivable converted to equity investment			$	1,000,000	$	-
	Other asset reclassified to fixed asset			$	-	$	86,471
	Issuance of shares of series D preferred stock for acquisition			$	6,653,309	$	-
	Interest added to note payable – related party			$	-	$	134,185
	Beneficial conversion feature on convertible notes			$	92,428	$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Alpine 4 ~~Technologies Ltd.~~

Holdings, Inc., and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the ~~Three~~Nine Months Ended September 30, ~~2017~~

~~(Unaudited)~~

2021

Note 1 – Organization and Basis of Presentation

The unaudited consolidated financial statements were prepared by Alpine 4 ~~Technologies Ltd. (the~~Holdings, Inc. (‘we,” “our,” or the "Company"), pursuant to the rules and regulations of the Securities Exchange Commission ("SEC"). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on April ~~14, 2017.~~15, 2021. The results for the ~~three and~~ nine months ended September 30, ~~2017,~~2021, are not necessarily indicative of the results to be expected for the year ending December 31, ~~2017.~~

~~Description of Business~~

~~Alpine 4 Technologies Ltd. ("we" or the "Company")~~2021.

The Company was incorporated under the laws of the State of Delaware on April 22, 2014. The Company was formed to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. On March 2, 2021, the Company changed its name from Alpine 4 Technologies Ltd. to Alpine 4 Holdings, Inc.

Effective April 1, 2016, the Company purchased all of the outstanding capital stock of Quality Circuit Assembly, Inc., a California corporation (“QCA”).

Effective January 1, 2019, the Company purchased all of the outstanding capital stock or equity interests in Morris Sheet Metal Corp., an Indiana corporation (“MSM”); JTD Spiral, Inc., an Indiana corporation wholly owned by MSM; Morris Enterprises LLC, an Indiana limited liability company; and Morris Transportation LLC, an Indiana limited liability company (collectively “Morris”).

Effective November 6, 2019, the Company purchased all of the outstanding capital stock and units of Deluxe Sheet Metal, Inc., an Indiana corporation, and DSM Holding, LLC, an Indiana limited liability company; and purchased certain real estate from Lonewolf Enterprises, LLC, an Indiana limited liability company (collectively “Deluxe”).

Effective February 21, 2020, the Company purchased all of the outstanding units of Excel Fabrication, LLC., an Idaho limited liability company (“Excel”). Excel subsequently changed its name to Excel Construction Services, LLC.

Effective December 15, 2020, the Company purchased the assets of Impossible Aerospace Corporation, a Delaware corporation (“IA”).

Effective February 8, 2021, the Company purchased the assets of Vayu (US), Inc., a Delaware corporation (“Vayu”).

On May 5, 2021, the Company acquired all of the outstanding shares of stock of Thermal Dynamics, Inc., a Delaware corporation (“TDI”).

On May 10, 2021, the Company acquired all of the outstanding membership interests of KAI Enterprises, LLC, a Florida limited liability company, the sole asset of which was all of the outstanding membership interests of Alternative Laboratories, LLC, a Delaware limited liability company (“Alt Labs”).

On October 20, 2021, after the period covered by this Report, the Company acquired 100% of the outstanding shares of Identified Technologies Corporation, a Delaware corporation (“Identified Technologies”).

As of the date of this Report, the Company iswas a ~~technology~~ holding company owning, ~~three companies (ALTIA, LLC,~~ directly or indirectly, eleven companies:

·A4 Corporate Services, LLC;

·ALTIA, LLC;

·Quality Circuit Assembly, Inc. ~~("QCA")~~;

·Morris Sheet Metal, Corp;

·JTD Spiral, Inc.;

·Excel Construction Services, LLC;

·SPECTRUMebos, Inc.;

·Vayu (US);

·Thermal Dynamics, Inc.;

·Alternative Laboratories, LLC.; and ~~Horizon Well Testing, LLC ("HWT")). For 2016, QCA made up most~~

·Identified Technologies Corporation.

Basis of ~~the revenue disclosed in the consolidated financial statements. HWT was not acquired until January 1, 2017, so it is not combined in our 2016 financial statements.~~

~~Acquisition Reporting~~

~~As discussed in Note 9, the Company entered into a stock purchase transaction with QCA in which the Company purchased 100% of QCA's outstanding stock.~~

presentation

The accompanying consolidated financial statements ~~herein are presented under predecessor entity reporting and, because~~present the ~~acquiring entity had nominal~~balance sheets, statements of operations, ~~as compared with the acquired company, QCA, prior historical information of the acquirer is not presented.~~

This new basis of accounting was created on April 1, 2016, the effective date for financial reporting purposes of the stock purchase agreement. In the following discussion, the results of the operations and cash flows for the periods ended on or prior to March 31, 2016 are referred to as "Predecessor" financial information, and the results of operationsstockholders' deficit and cash flows of the ~~Company for periods beginning April 1, 2016~~Company. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Liquidity

The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial ~~position~~statements are issued.

In accordance with Financial Accounting Standards Board (the “FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

While the Company experienced a loss for the nine months ended September 30, 2021, of $6.8 million, and had a negative cash flow used in operations, there were several significant one-time / non-recurring items included in the $6.8 million net loss. These non-recurring items totaled $2.2 million, consisting of $350 thousand in new acquisitions expenses captured in professional fees, and other costs, and $1.8 million for repurchase of RSUs.

The Company received a total of approximately $54.0 million in February 2021 in the following two transactions:

·The Company raised approximately $45.0 million in net proceeds in connection with a registered direct offering of its stock and;

·The Company raised approximately $9.0 million in net proceeds in connection with an equity line of credit financing arrangement.

The Company has secured bank financing totaling $9.3 million ($8.3 million in Lines of Credit and $1.0 million in capital expenditures lines of credit availability) of which $5.6 million was unused at September 30, 2021.

The Company plans to continue to generate additional revenue (and improve cash flows from operations) partly from the acquisitions of three operating companies which closed in May 2021 and October 2021 combined with improved gross profit performance from the existing operating companies.

Based on the capital raise as indicated above and management’s plans to improve cash flows from operations, management believes the Company has sufficient working capital to satisfy the Company’s estimated liquidity needs for the next 12 months. The Company ended the September 30, 2021, quarter with approximately $5.4 million in cash and working capital of $9.3 million. As of the date of this Report, the Company ashad approximately $3.5 million in cash. During the nine months ended September 30, 2021, the Company paid down liabilities of ~~April 1, 2016~~approximately $13.1 million. In addition, approximately $7.2 million was used to build inventory and ~~subsequent balance sheet dates are referred~~for capital expenditures.

However, there is no assurance that management’s plans will be successful due to ~~herein as "Successor" consolidated financial information.~~

the current economic climate in the United States and globally.

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of September 30, ~~2017,~~2021 and December 31, ~~2016, significant~~2020. Significant intercompany balances and transactions have been eliminated.

~~Basis~~

Use of ~~presentation~~

estimates

The ~~accompanying~~consolidated financial statements ~~present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company. The financial statements have been~~are prepared in accordance with U.S. GAAP.

~~Use~~ Preparation of ~~estimates~~

~~The preparation of~~these financial statements ~~in conformity with U.S. GAAP~~ requires ~~the Company~~us to make estimates and ~~judgments~~assumptions that affect the reported amounts of assets, ~~and~~ liabilities, ~~revenues~~revenue, costs and expenses and related ~~disclosures of contingent assets and liabilities. These~~disclosures. The Company bases its estimates ~~and judgments are based~~ on historical ~~information, information that is currently available to the Company~~experience and on various other assumptions that ~~the Company~~it believes to be ~~reasonable under~~reasonable. In many instances, the ~~circumstances.~~Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, valuation allowance for deferred tax assets and impairment of long-lived assets. Actual results could differ significantly from ~~those~~our estimates.

To the extent that there are material differences between these estimates and actual results, the Company’s future financial

~~Reclassification~~

~~Certain prior year amounts~~

statement presentation, financial condition, results of operations and cash flows will be affected. The ultimate impact from COVID-19 on the Company’s operations and financial results during 2021 will depend on, among other things, the ultimate severity and scope of the pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, and the speed with which the economy recovers. The Company is not able to fully quantify the impact that these factors will have ~~been reclassified to conform to~~on the ~~current period presentation. These reclassifications had no~~Company’s financial results during 2021 and beyond. COVID-19 did have a negative impact on ~~net earnings~~the Company’s financial performance in 2020. During the nine months ended September 30, 2021, there was no impairment charge related to intangible assets and ~~financial position.~~

~~Advertising~~

Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were under $10,000.

goodwill.

Cash

and Restricted Cash

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. ~~Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value.~~ As of September 30, ~~2017,~~2021, and December 31, ~~2016,~~2020, the Company had no cash equivalents.

~~Major Customers~~

~~For three months ended March 31, 2016 (Predecessor) and the six months ended~~ As of September 30, ~~2016 (Successor),~~2021, and December 31, 2020, the Company had $0 and $444,845 in restricted cash, respectively, for amounts held in escrow.

The following table sets forth a reconciliation of cash, and restricted cash reported in the consolidated statements of cash flows that agrees to the total of those amounts presented in the consolidated statements of cash flows.

		September 30,		December 31,
		2021		2020
Cash	$	5,425,913	$	277,738
Restricted cash		-		444,845
Total cash and restricted cash shown in statement of cash flows	$	5,425,913	$	722,583

Major Customers

The Company had two customers that made up ~~approximately 50%~~16% and 18%, respectively, of ~~total revenues. For the three months ended~~accounts receivable as of September 30, ~~2017 (Successor)~~2021. The Company had two customers that made up 10% and 8%, ~~and~~respectively, of accounts receivable as of December 31, 2020.

For the nine months ended September 30, ~~2017 (Successor),~~2021 and 2020, the Company had one customer that made up ~~approximately 43%~~13% and ~~37%~~10% of total revenues, respectively. ~~All other customers were less than 10% each of total revenues~~

Fair value measurements

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in ~~each period.~~

~~For three months ended March 31, 2016 (Predecessor) and~~ the ~~six months ended September 30, 2016 (Successor),~~principal or most advantageous market for the Company had two customers that made up approximately 50% of outstanding accounts receivable. For the three months ended September 30, 2017 (Successor), and nine months ended September 30, 2017 (Successor), the Company had two customers that made up approximately 54% of outstanding accounts receivable. All other customers were less than 10% each of total accounts receivable for each period presented.

~~Accounts Receivable~~

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changesasset or liability in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of September 30, 2017, and December 31, 2016, allowance for bad debt was $177,470 and $0, respectively.

~~Inventory~~

~~Inventory is valued at the lower of the inventory's cost (weighted average basis) or market. Management compares the cost of inventory with its~~an orderly transaction between market value and an allowance is made to write down inventory to market value, if lower. Inventory is segregated into four areas, raw materials, WIP, finished goods, and In-Transit. Below is a breakdown of how much inventory was in each area as of September 30, 2017, and December 31, 2016.

Inventory
Sep 30, 2017 Dec 31, 2016
Raw materials $ 607,818 $ 527,599
WIP 389,586 193,525
Finished goods 189,167 195,990
In Transit 13,000 13,000
$ 1,199,571 $ 930,114

~~Property and Equipment~~

~~Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally~~participants on the ~~straight-line method over~~measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the ~~estimated useful lives~~use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets ~~which range from ten years to 39 years as follows:~~

~~Automobiles & Trucks~~	~~10 to 20 years~~
~~Buildings~~	~~39 years~~
~~Leasehold Improvements~~	~~15 years or time remaining on lease (whichever is shorter)~~
~~Equipment~~	~~10 years~~

~~Maintenance~~or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and ~~repair costs~~that are ~~charged against income as incurred. Significant improvements~~financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or ~~betterments are capitalized and depreciated over the estimated life of the asset.~~

~~Below is a table of Property and Equipment:~~

Property and Equipment
Sep 30, 2017 Dec 31, 2016
Automobiles & Trucks $ 1,354,435 $ -
Machinery & Equipment 4,492,235 1,263,941
Office furniture & fixtures 7,057 -
Building 3,945,952 3,895,000
Land 126,347 -
Leasehold Improvements 294,524 219,045
Less: Accumulated Depreciation (674,585 ) (175,853 )
$ 9,545,965 $ 5,202,133

During the three months ended September 30, 2017 we had an impairment on Automobiles & Trucks of $86,807 which was offset by proceeds from the insurance claim on the damaged Automobiles & Trucks. We also had a loss on Machinery & Equipment of $62,787 due to fire which was offset by an insurance claim of $54,838 for a net loss of $7,949.

~~Purchased Intangibles and Other Long-Lived Assets~~

~~The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between five and fifteen years as follows:~~

~~Customer List~~	~~15 years~~
~~Non-compete agreements~~	~~5 years~~
~~Software development~~	~~5 years~~

~~Below are tables for Intangibles and Other Long-Lived Assets:~~

Intangibles
Sep 30, 2017 Dec 31, 2016
Software $ 255,724 $ 191,300
Noncompete 100,000 100,000
Customer Lists 531,187 531,187
Less: Accumulated Amortization (134,019 ) (64,959 )
$ 752,892 $ 757,528

Other Long-Lived Assets
Sep 30, 2017 Dec 31, 2016
Restricted Cash $ 255,709 $ 630,270
Deposits 58,596 57,934
$ 314,305 $ 688,204

Restricted cash consists of deposit account collateralizing letters of credit in favor of the counterparty in our lease financing obligation. Changes in restricted cash are reflected as financing activities because the cash is being used in conjunction with financing activities.

~~Impairment of Long-Lived Assets~~

The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board ("FASB") Topic 360, "Accounting for the Impairment of Long-Lived Assets." This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During all periods presented, there have been no impairment losses.

~~Goodwill~~

In financial reporting, goodwill is not amortized, but is tested for impairment annually in the fourth quarter of the fiscal year or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditionssimilar techniques, as well as ~~future expectations. All assessments~~instruments for which the determination of ~~goodwill impairment are conducted at the individual reporting unit level. As of September 30, 2017, the only reporting units with goodwill were QCA and HWT.~~

~~The Company used qualitative factors according to Accounting Standards Codification ("ASC") 350-20-35-3 to determine whether it is more likely than not that the~~ fair value of goodwill is less than its carrying amount. Based on the qualitative criteria the company believes there not to be any triggers for potential impairment of goodwill and therefore the Company has recorded no impairment of goodwill in any period presented.

~~Fair Value Measurement~~

requires significant judgment or estimation.

The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes payable and ~~line~~lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. ~~For additional information, please see~~ ~~Note 11 – Derivative Liabilities~~

The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of September 30, 2021 and ~~Fair Value Measurements.~~

~~Redeemable Common Stock~~

As discussed in Note 9 below 379,403 shares of Class A common stock that were issued as consideration for the HWT acquisition contain a redemption feature which allows for the redemption of common stock at the option of the holder. In accordance with ASC 480, redemption provisions not solely within the control ofDecember 31, 2020, the Company ~~require the security to be classified outside of permanent equity. Accordingly, at September 30, 2017, 379,403 shares of Class A common stock~~had no financial assets or liabilities that were ~~classified outside of permanent equity at its redemption value.~~

~~Revenue Recognition~~

~~ALTIA~~

The Company accounts for its revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. When a vehicle is sold to the driving consumer who purchases the 6^th Sense Auto service, the cost of the service is added to the price of the car and the amount collected by the dealership for this service is remitted to the Company. At the time the vehicle is purchased, the Company recognizes the service portion of the contract over the service period of generally 12 to 36 months.

~~Quality Circuit Assembly~~

The Company accounts for its revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. Revenue is recognized when either the product has completely been built and shipped or the service has been completed. If a deposit for product or service is received prior to completion the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial.

~~Horizon Well Testing~~

~~Revenue is recognized when the contract has been performed in completion. Contracts range from one day to 30 days in length.~~

~~Deferred Revenue~~

~~Due to how the Company recognizes revenue deferred revenue can be present. Deferred revenue greater than 12 months is classified as long-term, anything less is classified as short-term.~~

~~ALTIA~~

For the period ending September 30, 2017 deferred revenue is $89,078 for short-term and $53 for long-term. There was no deferred revenue for the period ending December 31, 2016. The increase is due to the sale of the 6^th ~~Sense product into two new dealerships. The install at these dealerships took place in October 2017.~~

~~Quality Circuit Assembly~~

For the period ending September 30, 2017 deferred revenue is $41,149 for short-term and $0 for long-term. For the period ending December 31, 2016 deferred revenue was $12,536 for short-term and $0 for long-term. The increase is due to the timing of sales with prepay customers.

~~Horizon Well Testing~~

~~There is no deferred revenue for any periods presented.~~

~~Leases~~

~~Leases are reviewed by management and examined to see if they are~~ required to be ~~categorized~~fair valued on a recurring basis.

Equity Investments

The Company’s equity investments consist of investment in one private company in which the Company does not have the ability to exercise significant influence over their operating and financial activities. This investment is carried at cost as ~~an operating lease, a capital lease~~there is no market for the common stock and LLC membership units, accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events.

The Company has adopted the provisions of ASU 2016-01 and values the investment using the measurement alternative, defined as cost, less any impairment, plus or ~~a financing transaction.~~

minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Research and Development

The Company focuses on quality control and development of new products and the improvement of existing products. All cost related to research and development activities are expensed as incurred. During the nine months ended September 30, 2021, research and development cost totaled $1,096,333.

Earnings (loss) per ~~share~~

~~Basic earnings~~shares

The Company presents both basic and diluted net income (loss) per ~~common~~share on the face of the consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) ~~available to common shareholders~~ by the ~~weighted-average~~weighted average number of shares of common stock outstanding during the period. Diluted ~~earnings~~ per ~~common~~ share ~~is computed by dividing income available~~calculations give effect to ~~common shareholders by the weighted-average number of~~all potentially dilutive shares of common stock outstanding during the period, ~~increased to include~~including stock options and warrants, and using the ~~number~~treasury-stock method. If antidilutive, the effect of ~~additional~~potentially dilutive shares of common stock ~~that would have been outstanding if potentially dilutive securities had been issued.~~is ignored. The only potentially dilutive securities outstanding during the periods presented were the convertible ~~debentures, but they are anti-dilutive due to~~debt, options and warrants. The following table illustrates the ~~net loss incurred. All~~computation of basic and diluted earnings ~~(loss)~~ per ~~common~~ share ~~have been adjusted retroactively for all periods presented to reflect changes in number of shares as a result of the reverse stock split amount.~~

~~Stock-based compensation~~

~~The Company accounts for equity instruments issued in exchange~~(“EPS”) for the ~~receipt of goods or services from other than employees in accordance with FASB ASC 718-10, Compensation – Stock Compensation,~~three and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment is reached or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

nine months ended September 30, 2021 and 2020:

		For the Three Months Ended September 30, 2021				For the Three Months Ended September 30, 2020
		Net Income	Shares		Per Share Amount		Net loss	Shares		Per Share Amount
Basic EPS
Net income (loss)	$	2,481,592	166,964,408	$	0.01	$	(1,399,862)	131,934,084	$	(0.01)
Effect of Dilutive Securities
Stock options and warrants		-	1,663,499		-		-	-		-
Dilute EPS
Net income (loss) plus
assumed conversions	$	2,481,592	168,627,907	$	0.01	$	(1,399,862)	131,934,084	$	(0.01)

		For the Nine Months Ended September 30, 2021				For the Nine Months Ended September 30, 2020
		Net loss	Shares		Per Share Amount		Net loss	Shares		Per Share Amount
Basic EPS
Net loss	$	(6,775,153)	161,118,324	$	(0.04)	$	(3,712,388)	130,111,673	$	(0.03)
Effect of Dilutive Securities
Convertible debt		-	-		-		(1,557,294)	8,126,877		(0.01)
Dilute EPS
Net loss plus
assumed conversions	$	(6,775,153)	161,118,324	$	(0.04)	$	(5,269,682)	138,238,550	$	(0.04)

~~Income taxes~~

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes.

~~Embedded Conversion Features~~

The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features.

~~Related Party Disclosure~~

FASB ASC 850, "Related Party Disclosures" requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

~~Recent Accounting Pronouncements~~

~~In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09 (ASU 2014-09),~~ ~~Revenue from Contracts with Customers~~. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current US GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period.

~~Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.~~

~~In February 2015, the FASB issued ASU No. 2015-02,~~ ~~Consolidation (Topic 810): Amendments to the Consolidation Analysis.~~ ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015.

~~In November 2015, the FASB issued ASU No. 2015-17,~~ ~~Balance Sheet Classification of Deferred Taxes~~. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. ~~The Company adopted this ASU, and all financial periods presented herein reflect this. There were no significant impacts on our financial position, results of operations, or cash flows.~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840,~~ ~~Leases (FAS 13)~~. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, ~~2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its financial statements.~~

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

Note 3 – ~~Going Concern~~

Leases

The ~~accompanying financial statements have been prepared on~~Company determines whether a ~~going concern basis. The working capital~~contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company ~~is currently negative and causes doubt~~uses the rate implicit in the lease to discount lease payments to present value; however, most of the ~~ability for~~Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company ~~to continue. The Company requires capital for~~must discount lease payments based on an estimate of its operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with this uncertainty, the Company has a three-fold plan to resolve these risks. First, the acquisition of QCA has allowed for an increased level of cash flow to the Company as demonstrated in the sales for the second and third quarters of 2016. Second, the Company has acquired HWT and is considering other potential acquisition targets that, like QCA, should increase income and cash flow to the Company. Third, the Company plans to issue additional shares of common stock for cash and services during the next 12 months and has engaged MCAP, LLC to provide advisory services in connection with that capital raise.

~~Note 4 – Leases~~

incremental borrowing rate.

As of September 30, ~~2017,~~2021, the future minimum ~~capital~~finance and operating lease ~~and financing transaction~~ payments ~~net of amortization of debt issuance costs, are~~were as follows:

Fiscal Year
2017 $ 143,500
2018 584,763
2019 599,382
2020 614,366
2021 629,725
Thereafter 7,961,289
Total 10,533,025
Less: Current capital leases and financing transaction (24,133 )
Less: imputed interest (3,962,247 )
Noncurrent capital leases and financing transaction $ 6,546,645

		Finance		Operating
Twelve Months Ending September 30,		Leases		Leases
2022	$	1,895,925	$	175,319
2023		1,923,246		104,648
2024		1,946,100		106,680
2025		1,911,278		53,848
2026		1,859,102		-
Thereafter		17,239,539		-
Total payments		26,775,190		440,495
Less: imputed interest		(10,656,923)		(85,606)
Total obligation		16,118,267		354,889
Less: current portion		(628,574)		(135,207)
Non-current financing leases obligations	$	15,489,693	$	219,682

As of October 1, 2020, the American Precision Fabricators, Inc. (“APF”) building lease with Harbor Island Properties, LLC was modified, assignment was transferred to Excel Fabrication, LLC (“Excel”), and Quality Circuit Assembly, Inc. (“QCA”). As part of the modification, the lease was extended through 2037 and the payment terms were amended effective January 15,

~~The~~ 2021. As a result of this amendment, the Company ~~also has a commitment~~remeasured the finance lease liability and recorded an additional $279,287 to ~~pay $276,000 towards Leasehold Improvements, of which $276,000 has been satisfied~~the related asset and ~~reflected~~finance lease liability on the date of the modification.

Operating Leases

The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance ~~sheet~~sheets as of September 30, ~~2017.~~

2021, and December 31, 2020:

			September 30,		December 31,
	Classification on Balance Sheet		2021		2020
Assets
Operating lease assets	Operating lease right of use assets	$	347,712	$	581,311
Total lease assets		$	347,712	$	581,311

Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	135,207	$	334,500
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability		219,682		269,030
Total lease liability		$	354,889	$	603,530

On May 3, 2021, the Company entered into a lease agreement for the building on 4740 Cleveland in Ft. Myers, Fl. The ~~money received~~lease has a term of 72 months with monthly payments ranging from $40,833 to $49,583 from May 2021-July 2021 and $58,333 from August 2021 through the ~~sale~~end of the ~~building was used~~term. The Company determined the lease to ~~purchase Quality Circuit Assembly. Because this is~~be an operating lease and recognized a ~~financing transaction, the sale is recorded under "financing~~right-of-use asset and operating lease ~~obligation"~~liability of $3,689,634 based on the ~~Balance Sheet and amortized over the 15-year term~~present value of the ~~lease.~~

~~The term~~minimum lease payments discounted using an incremental borrowing rate of 3.96%. This lease was terminated on August 27, 2021, when the ~~lease has been extended through~~Company purchased the building.

At September 30, ~~2032 at a monthly rate~~2021 and December 31, 2020, the weighted average remaining lease terms were 2.88 and 2.98 years; respectively, and the weighted average discount rates were 15% and 15%, respectively.

Note 4 – Notes Payable and Line of ~~approximately $69,000. These payments are reflected in~~Credit

The outstanding balances for the ~~table above.~~

~~A letter of credit of $1,000,000 is to be provided to landlord, of which $255,709 had been satisfied~~loans as of September 30, ~~2017.~~

~~Operating Leases~~

~~The company also had three operating leases~~2021, and December 31, 2020, were as follows:

		September 30,		December 31,
		2021		2020
Lines of credit, current portion	$	3,718,972	$	2,819,793
Equipment loans, current portion		63,531		245,388
PPP loans		278,867		-
Term notes, current portion		5,468,843		4,035,730
Total current		9,530,213		7,100,911
PPP/EIDL loans		877,083		4,340,956
Long-term portion of equipment loans and term notes		6,645,379		10,860,494
Total notes payable and line of Credit	$	17,052,675	$	22,302,361

Future scheduled maturities of September 30, 2017 (Successor), for its location in San Jose, CA (QCA), Phoenix, AZ (Alpine) and Oklahoma City, OK (HWT). Approximate monthly rent obligations are $21,500, $2,800, and $5,000 respectively.

~~The five-year minimum rent payments for each location~~outstanding notes payable are as ~~follows~~

Fiscal Year San Jose, CA Phoenix, AZ
Oklahoma City,
OK

2017 $ 64,596 $ 5,600 $ 15,000
2018 266,134 - 60,000
2019 274,118 - 35,000
2020 282,342 - -
2021 290,812 - -
Thereafter - - -
Total 1,178,002 5,600 110,000

The San Jose, CA, rent agreement expires at the end of 2021, the Phoenix, AZ, rent agreement expired at the end of May 2017 and went to a monthly rent agreement and the Oklahoma City, OK rent agreement expires end of August 2019.

~~Note 5 – Notes Payable~~

During the three months ended March 31, 2016 (Predecessor), QCA paid off $10,000 of related party notes and $59,461 of unrelated party notes that were collateralized by vehicles prior to the purchase of QCA by Alpine 4. There was no monthly payment on the related party notes. The aggregate monthly payments on the unrelated party notes were $1,808.

follows:

Twelve Months Ending September 30,
2022	$	9,530,212
2023		933,846
2024		2,183,157
2025		125,699
2026		130,755
Thereafter		4,149,006
Total	$	17,052,675

During the nine months ended September 30, ~~2017,~~2021, the Company ~~secured a line~~received forgiveness on nine loans under the Paycheck Protection Program (“PPP”) of ~~credit with a third-party lender, Crestmark. The line of credit is collateralized by HWT's outstanding accounts receivable, up to 85% with maximum draws of $2,000,000~~the Coronavirus Aid, Relief and ~~a variable interest rate.~~Economic Security (“CARES”) Act. The Company ~~also~~recognized a gain on forgiveness of debt of $4,896,573.

In connection with the Deluxe acquisition in November 2019, the Company issued two subordinated secured promissory notes to the seller. The first note for $1,900,000 bears interest at 4.25% per annum, require monthly payment for the first 35 months of $19,463 with any remaining principal and accrued interest due on the 3 year-anniversary. The second note for $496,343 bore interest at 8.75% matured in January 2020 and was fully settled through a ~~five-year fixed rate (10.14%) term loan~~debt conversion agreement with ~~Crestmark Equipment Finance which is collateralized by HWT's equipment. Both are guaranteed~~the seller. On April 8, 2021, the Company entered into a settlement agreement with the seller wherein the outstanding balance on the first note amounting to $1,883,418 including accrued interest and net other costs was settled in full through a payment of approximately $887,000 and the exchange of 1,617,067 shares of the Company’s Class C common shares held by the ~~Company.~~

~~During~~seller for the same number of shares of the Company’s Class A common stock. The Company recognized a gain on extinguishment of debt totaling $803,079 during the nine months ended September 30, ~~2017~~2021, as a result of the settlement of the note.

In August 2020, the company ~~also~~filed a lawsuit against Alan Martin regarding his note payable (See Note 11). As of September 30, 2021, the note had a balance of $2,857,500 and accrued interest of $1,091,212 which is reflective in the current liabilities.

During 2021, the Company entered into ~~four fixed rate (30.00%) term notes with maturity dates~~three revolving lines of credit totaling $8.3 million and two ~~three and six months for a total~~capital expenditures lines of ~~$80,000,~~credit totaling $1.0 million. The revolving lines of ~~which $70,000 has been repaid~~credit used as of September 30, ~~2017.~~

2021, totaled $3.7 million with an interest rate ranging from prime plus 2.50% - 4.25% and a term of one year. As of September 30, ~~2017,~~2021, the ~~outstanding balances~~Company had $5.6 in additional funds available to borrow.

On August 27, 2021 the Company entered into $4.7 million agreement for ~~all notes payable are as follows:~~

September 30, 2017 (Successor) Alpine 4 QCA HWT
LOC current $ - $ 1,717,937 $ 4,648
Equipment current - 154,635 1,674,758
Term notes 10,000 - -
Total Current $ 10,000 $ 1,872,572 $ 1,679,406
Equipment noncurrent - - -
Total Notes $ 10,000 $ 1,872,572 $ 1,679,406

the purchase of a building located at 4740 Cleveland in Ft. Myers, Florida. The ~~QCA~~loan bears interest at a rate of 3.95% per annum for a term of 10 years and ~~HWT equipment notes are classified as current due to the notes being in default and fully callable~~requires monthly payments of $24,574. The loan is secured by the ~~lender.~~

building and a guarantee by the Company. As of September 30, 2021, there were no payments made for this loan as the initial payment was due in October 2021, and subsequent payments are due by the 27th of each month. As of the date of this Report, the Company was current with this obligation.

Note 65 – Notes Payable, Related Parties

~~During the nine months ended~~

At September 30, ~~2017, the Company made payments~~2021, and December 31, 2020, notes payable due to related parties ~~for notes payable of $123,500, and borrowed $405,500 of which $300,000 was associated with the HWT acquisition described in Note 9.~~

~~At September 30, 2017, and December 31, 2016, notes payable~~ consisted of the following:

Dec 31, 2016 Borrowings Payments Sep 30, 2017
Note payable; non-interest bearing; due upon demand; unsecured $ 15,000 $ - $ (15,000 ) $ -
Note payable; non-interest bearing; due upon demand; unsecured 15,000 - (15,000 ) -
Note payable; interest bearing; due May 31, 2017; unsecured 5,000 - (5,000 ) -
Notes payable; non-interest bearing; due upon demand; unsecured - 6,000 (1,500 ) 4,500
Note payable; interest bearing; due January 10, 2017; unsecured 60,000 - (60,000 ) -
Note payable; interest bearing; due March 2, 2017; unsecured - 10,000 (10,000 ) -
Note payable; interest bearing; due March 14, 2017; unsecured - 12,000 (12,000 ) -
Note payable; interest bearing; due April 11, 2017; unsecured - 2,500 (2,500 ) -
Note payable; interest bearing; due May 26, 2017; unsecured - 43,500 - 43,500
Note payable; interest bearing; due June 30, 2017; unsecured 10,000 - (2,500 ) 7,500
Note payable; interest bearing; due May 31, 2017; secured 100,000 - - 100,000
Note payable; interest bearing; due July 31, 2017; secured
- 300,000 - 300,000
Note payable; interest bearing; due March 3, 2018; unsecured - 11,500 - 11,500
Note payable; interest bearing; due April 27, 2018; unsecured - 20,000 - 20,000
$ 205,000 $ 405,500 $ (123,500 ) $ 487,000

~~During the nine months ended~~

		September 30,		December 31,
		2021		2020
Notes payable; non-interest bearing; due upon demand; unsecured	$	3,000	$	3,000
Series of notes payable, bearing interest at rates from 0% to 20% per annum, with maturity dates from April 2018 to July 2021, unsecured		-		235,651
Total notes payable - related parties	$	3,000	$	238,651

Two non-interest-bearing notes totaling $3,000 were in default as of September 30, ~~2017, a note with a related party was amended with a~~2021. These notes were due on demand by the lenders as of the date of ~~January 30, 2017, to May 31, 2017. Also, a note with due date of April 30, 2017, was amended to July 31, 2017. These notes are now due upon demand.~~

~~The secured note for $100,000 is secured by real estate in the HWT purchase agreement. The secured note for $300,000 is subordinated debt secured by all assets of HWT.~~

this Report.

Note 76 – Convertible Notes Payable

At September 30, 2021, and December 31, 2020, convertible notes payable consisted of the following:

		September 30,		December 31,
		2021		2020
Series of convertible notes payable issued prior to December 31, 2016, bearing interest at rates of 8% - 10% per annum, with due dates ranging from December 2016 through June 2017. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at exercise price of $1 per share.	$	7,500	$	25,000
Secured convertible notes payable issued to the sellers of QCA on April 1, 2016 for an aggregate of $2,000,000, bearing interest at 5% per annum, due in monthly payments starting on July 1, 2016 and due in full on July 1, 2019. On August 6 and 11, 2019, the Company extended the due date of the two notes to December 31, 2020 and December 31, 2022, respectively. In May and June 2020, these convertible notes were amended — see (A) below. The outstanding principal and interest balances were fully paid during the nine months ended September 30, 2021.		-		1,291,463
On December 7, 2018, the Company entered into a variable convertible note for $130,000 with net proceeds of $122,200. The note is due September 7, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 40% to the lowest trading closing prices of the stock for 20 days prior to conversion. This note was amended in November 2019 to increase the principal amount by $180,000 due to penalty interest; increase the interest rate to 15% and effect a floor in the conversion price of $0.15 per share. The outstanding principal and interest balance of the note was converted during the nine months ended September 30, 2021.		-		7,538
On November 14, 2019, the Company issued a convertible note for $200,000. The note is due November 13, 2020 and bears interest at 15% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a fixed price of $0.15 per share. The outstanding principal balance of the note was converted during the nine months ended September 30, 2021.		-		200,000
In December 2020 and January 2021, the Company issued convertible notes to individual investors totaling to $1,890,500. The notes are due three to six months from the date of issuance; accrue interest at 5 – 6.25% per annum and are convertible into shares of the Company's Class A common stock at a fixed rate of $0.25 to $3.00. The outstanding principal balance of the notes were converted during the nine months ended September 30, 2021.		-		1,482,500
Total convertible notes payable		7,500		3,006,501
Less: discount on convertible notes payable		-		(1,343,624)
Total convertible notes payable, net of discount		7,500		1,662,877
Less: current portion of convertible notes payable		(7,500)		(562,242)
Long-term portion of convertible notes payable	$	-	$	1,100,635

In May and June 2020 the Company amended the following seller notes:

-The convertible note with Jeff Moss with a $720,185 balance as of May 4, 2020, was amended to extend the maturity date to May 4, 2027, at 5% interest with weekly payments of $2,605. The principal balance was increased to $798,800 and the balance outstanding at December 31, 2020, was $735,329.

-The convertible note with Dwight Hargreaves with a $551,001 balance as of June 5, 2020, was amended to extend the maturity date to June 5, 2026, at 6% interest with weekly payments of $2,316. The principal balance was increased to $605,464 and the balance outstanding at September 30, 2021 and December 31, 2020, was $0 and $556,135, respectively.

A loss on extinguishment of debt of $192,272 was recognized on these transactions in June 2020.

During the nine months ended September 30, ~~2017 (Successor),~~2021, and the year ended December 31, 2020, the Company ~~entered into fixed convertible note agreements with investors and as consideration for an acquisition. The fixed~~issued convertible notes ~~are unsecured; bear interest at 5-20% annually, and are due from April 27, 2016, to July 1, 2019. All the~~with fixed convertible notes payable contain a provision that allows the note holder to convert the outstanding balance into shares of the Company's Class A common stock. Notes are convertible at $1.00 per share, except for those issued for the HWT and QCA business acquisitions, which are convertible at $8.50 and $10.00 per share.conversion prices. The ~~debt discount, which arises from~~Company recognized a beneficial conversion feature ~~("BCF") on~~related to these convertible notes amounting to $92,428 and $1,482,500 for the ~~$1 per share investor~~nine months ended September 30, 2021, and the year ended December 31, 2020, respectively, as a debt discount to the convertible notes isand as a component of equity. The discounts are being amortized over the terms of the convertible notes payable. ~~Total BCF discount recognized is $30,000 for~~Amortization of debt discounts during the nine months ended September 30, ~~2017. For the nine months ended September 30, 2017 (Successor), the Company recognized~~2021 and 2020, amounted to $1,436,052 and $507,534, respectively, and is recorded as interest expense in the accompanying consolidated statements of ~~$28,406 related to the amortization of the debt discount. The~~operations. There was no remaining unamortized discount balance for these notes ~~was $9,015~~ as of September 30, ~~2017.~~

During the nine months ended September 30, 2017 (Successor), the Company entered into two convertible note agreements with investors for $20,000 and $10,000. The convertible notes are unsecured; bear interest at 10% annually, and are due on January 19 and January 23, 2018, respectively. They are convertible to the Company's Class 2021.

A ~~common stock at $1 per share.~~

During the nine months ended September 30, 2017 (Successor), the Company entered into five variable convertible note agreements with investors. The variable convertible notes are unsecured; bear interest at 10-12% annually, and are due from January 21to September 5, 2018.

~~On April 17, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd party for $58,500 with net proceeds of $55,000. The note is due January 30, 2018, and bears interest at 12% per annum. After 180 days, the note is convertible to the Company's Class A common stock at a discount of 35% to the averagesummary of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from April 17, 2017. The prepayment penalty is equal to 10% to 27% of the outstanding note amount, depending on when prepaid.

~~On June 15, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd party for $60,000 with net proceeds of $57,000. The note is due June 15, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from June 15, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on when prepaid.

~~On July 13, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd party for $43,000 with net proceeds of $40,000. The note is due April 30, 2018, and bears interest at 12% per annum. After 180 days, the note is convertible to the Company's Class A common stock at a discount of 38% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from July 13, 2017. The prepayment penalty is equal to 10% to 27% of the outstanding note amount, depending on when prepaid.

~~On July 19, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd party for $115,000 with net proceeds of $107,000. The note is due January 21, 2018 and bears interest at 10% per annum. , The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from July 19, 2017. The Company issued 500,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date. Management has determined that it is probable that the Company will meet the conditions under the note and therefore it more likely than not that the Company will not be in default as definedactivity in the note and the note will be paid in full within 180 days of the note date. As a result, management has concluded that it is probable that the shares would be returned and therefore the cost of issuance has not been recorded as of September 30, 2017. The Company will reassess the likelihood of such at each period end. This is accounted for as a derivative liability, so a debt discount from derivative liabilities of $115,000 was recognized. The Company recognized interest expense of $47,917 related to the amortization of debt discounts. The unamortized balance for this note was $67,083 as of September 30, 2017. Please see Note 11 – Derivative Liabilities and Fair Value Measurements for more details.

~~On September 5, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd ~~party for $105,000 with net proceeds of $100,000. The note is due September 5, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible to the~~ Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from September 5, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on when prepaid.

~~Convertible notes payable at September 30, 2017, and December 31, 2016, consisted of the following:~~

Sep 30, 2017 Dec 31, 2016
Convertible Note - current

$
2,118,830

$
254,780

Debt discount

(76,098
)

(7,421
)
Net current

$
2,042,732

$
247,359

Convertible Note - noncurrent

1,694,627

1,760,198

Total Convertible Note

$
3,737,359

$
2,007,557

~~A roll forward of the~~ convertible notes payable is provided below:

~~Convertible Notes Rollforward~~
~~Balance 12/31/16~~	~~2,007,557~~
~~Issuance of convertible notes payable for acquisition~~	~~1,500,000~~
~~Issuance of convertible notes payable for cash~~	~~411,500~~
~~Notes paid~~	~~(66,370~~	)
~~Conversion of notes payable to common stock~~	~~(46,650~~	)
~~Discount from beneficial conversion feature~~	~~(30,000~~	)
~~Discount from derivative liabilities~~	~~(115,000~~	)
~~Amortization of debt discounts~~	~~76,322~~
~~Balance 9/30/17~~	~~3,737,359~~

~~Principal maturities associated with debt obligations with due dates as of September 30, 2017, are as follows:~~

Payments due by Period

Less than
One Year

One to
Three Years

Three to
Five Years

More Than
Five Years
Total
Notes payable, related parties $ 487,00 $ - $ - $ - $ 487,000
Notes payable, non-related parties 3,561,978 - - - 3,561,978
Convertible notes payable 2,118,830 1,694,627 3,813,457
Total $ 6,167,808 $ 1,694,627 $ - $ - $ 7,862,435

~~Minimum payments on Notes payable, non-related parties is $43,717 per month. Other loans have no monthly payments.~~

Balance outstanding, December 31, 2020	$	1,662,877
Issuance of convertible notes payable for cash		408,000
Repayment of notes		(1,680,964)
Conversion of notes payable to common stock		(1,726,037)
Amortization of debt discounts		1,436,052
Discount from beneficial conversion feature		(92,428)
Balance outstanding, September 30, 2021	$	7,500

Note 87 – Stockholders' Equity

~~Preferred Stock~~

~~The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of September 30, 2017, and November 14, 2017, no shares of preferred stock were outstanding.~~

Common Stock

Pursuant to the Second Amended and Restated Certificate of Incorporation, the Company is authorized to issue two classes of common stock: Class A common stock, which will have one vote per share, and Class B common stock, which will have ten votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Otherwise the rights of the two classes of common stock will be identical.

The Company had the following transactions in its common stock during the nine months ended September 30, ~~2017:~~

·	~~Issued 260,000~~2021: `·`On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors to purchase 8,333,333 shares ~~of its Class A common stock for services. Total expense for the shares issued for services was $21,170;~~

·	~~Issued 214,309 shares of its Class A common stock in connection with the conversion of convertible notes payable and accrued interest with a value of $57,320;~~

·	~~Issued 2,001 shares of the Company's restricted Class A common stock in private placement transactions to investors, in exchange for capital raised of $15,000.~~

~~There were no equity transactions related to the Predecessor Company during any Predecessor period presented.~~

~~Redeemable Common Stock~~

The Company issued 379,403 shares of its Class A common stock in connection with the purchase of HWT. 260,000 shares are redeemable at $4.25 per share at three different redemption periods: 130,000 shares at 12 months, 65,000 shares at 18 months and 65,000 shares at 24 months from the closing date of the purchase of HWT. 119,403 shares are redeemable at $3.35 per share at 12 months from the closing date of the purchase of HWT. Shares are valued at the redemption value of $1,439,725.

~~Due to the nature~~ of the ~~issuance of~~Company’s Class A common stock for aggregate gross proceeds of approximately $50 million. A.G.P./Alliance Global Partners served as the ~~HWT acquisition, it is recorded outside~~placement agent and received a cash fee of ~~permanent equity~~7% of the aggregate gross proceeds and warrants to purchase shares of the Company’s Class A Common Stock equal to 5% of the number of shares sold in the ~~balance sheet.~~

~~Stock Options~~

offering with an exercise price of $6.60 per share and are not exercisable until August 16, 2021. Net proceeds from the sale of shares amounted to approximately $45 million.

·In February 2021, the Company issued 1,524,064 shares of Class A common stock to an investor for cash for total proceeds of $9.3 million.

·During the nine months ended September 30, ~~2017,~~2021, the ~~following stock options were~~Company issued ~~to purchase one share each~~7,384,018 shares of ~~the Company's~~ Class A common ~~stock. The options were issued pursuant to~~stock for the ~~Company's 2016 Stock Option~~conversion of total debt and ~~Stock Award Plan (the "Plan"). The~~accrued liabilities totaling $1,886,898.

·On March 17, 2021, the Company ~~uses the Black-Scholes option pricing model to estimate the fair value~~repurchased 45,000 shares of ~~stock-based awards on the date of grant and on each modification date using the following assumptions.~~

~~Expected dividend yield~~		0	%
~~Weighted average expected volatility~~		~~200~~	%
~~Weighted average risk-free interest rate~~		~~2.38~~	%
~~Expected life of options~~	~~6.25 years~~

Class C common stock for $185,850.

·On ~~April 7, 2017,~~May 5, 2021, the Company issued ~~741,500 options to employees and consultants~~281,223 shares of ~~the Company. The options granted vest over the next four years, and the exercise price of the options granted is $0.90, which was the last closing bid price of the Company's~~Class A common stock ~~as traded on the OTC QB Market. The stock options are~~that were valued at ~~$586,972 which will be expensed quarterly over~~$1,102,394 in connection with the ~~vesting period.~~

acquisition of TDI.

·On May ~~3, 2017,~~10, 2021, the Company issued ~~114,000 options to an employee. The options granted vest over the next four years and the exercise price~~361,787 shares of ~~the options granted is $0.26, which was the last closing bid price of the Company's~~Class A common stock ~~as traded on the OTC QB Market. The stock options are~~that were valued at ~~$29,298 which will be expensed quarterly over~~$1,432,677 in connection with the ~~vesting period.~~

acquisition of Alt Labs.

·On ~~July 31, 2017,~~April 30, 2021, the Company issued ~~488,500 options to employees and consultants~~1,617,067 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class C common stock by the holder of the ~~Company. The options granted vest over~~Class C common stock.

·On May 17, 2021, the ~~next four years, and~~Company issued 350,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the ~~exercise price~~holder of the ~~options granted is $0.13, which was~~Class B common stock.

Preferred Stock

·On February 8, 2021, the ~~last closing bid price~~Company issued 1,432,244 shares of Series D Preferred Stock in connection with the ~~Company's common stock as traded on the OTC QB Market. The stock options are~~acquisition of assets of Vayu that were valued at ~~$62,773~~$6,653,309.

·In March 2021, the Company repurchased 514,286 outstanding restricted stock units (RSUs) which ~~will be expensed quarterly over~~had not yet settled, from two individuals in privately negotiated transactions. The Company repurchased 314,286 shares of Series C Preferred Stock and 200,000 shares of Series D Preferred Stock at $3.50 per share. The RSUs had been issued to the ~~vesting period.~~

individuals in connection with the IA and Vayu acquisitions.

~~Stock Options Outstanding~~
~~As of December 31, 2016~~	-
~~Issued~~	~~1,344,000~~
~~Forfeited~~	~~(102,000~~	)
~~As of September 30, 2017~~	~~1,242,000~~

~~During~~

Stock Options

The following summarizes the ~~three~~stock option activity for the nine months ended September 30, ~~2017, approximately $37,000~~2021:

				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise	Contractual		Intrinsic
	Options		Price	Life (Years)		Value
Outstanding at December 31, 2020	1,790,000	$	0.19	7.09	$	6,176,855
Granted	-
Forfeited	-
Exercised	-
Outstanding at September 30, 2021	1,790,000	$	0.19	6.34	$	3,599,255

Vested and expected to vest
at September 30, 2021	1,790,000	$	0.19	6.34	$	3,599,255

Exercisable at September 30, 2021	1,556,126	$	0.21	6.27	$	3,097,221

The following table summarizes information about options outstanding and exercisable as of ~~expense was recorded for stock options expense.~~ September 30, 2021:

	Options Outstanding			Options Exercisable
		Weighted	Weighted		Weighted
		Average	Average		Average
Exercise	Number	Remaining	Exercise	Number	Exercise
Price	of Shares	Life (Years)	Price	of Shares	Price

0.05	979,000	6.88	0.05	761,063	0.05
0.10	85,000	6.53	0.10	69,063	0.10
0.13	388,500	5.84	0.13	388,500	0.13
0.26	114,000	5.59	0.26	114,000	0.26
0.90	223,500	5.52	0.90	223,500	0.90
	1,790,000			1,556,126

During the nine months ended September 30, ~~2017, approximately $69,000 of~~2021 and 2020, stock option expense ~~was recorded for~~amounted to $31,933 and $58,887, respectively. Unrecognized stock ~~options expense.~~

~~Reverse Stock Split~~

On July 29, 2016, the Company adopted a resolution approved by the shareholders to effectuate a reverse stock split at a ratio of one (1) new share for each ten (10) old shares of the Company's commons stock (the "Reverse Split"). By its terms, the Reverse Split would only reduce the number of outstanding shares of Class A and Class B common stock, and would not correspondingly reduce the number of Class A and Class B common shares authorized for issuance, which remained at 500,000,000 and 100,000,000, respectively.

~~The financial statements have been retrospectively restated to reflect the reverse split.~~

~~Other Items Relating to Equity~~

~~On July 19, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd party for $115,000 with net proceeds of $107,000. The note is due January 21, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from July 19, 2017. The Company issued 500,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date. Management has determined that it is probable that the Company will meet the conditions under the note and therefore it more likely than not that the Company will not be in default as defined in the note and the note will be paid in full within 180 days of the note date. As a result, management has concluded that it is probable that the shares would be returned and therefore the cost of issuance has not been recordedoption expense as of September 30, ~~2017.~~ 2021, amounted to $11,815, which will be recognized over a period extending through December 2022.

Warrants

The ~~Company will reassess~~following summarizes the ~~likelihood of such at each period end.~~

warrants activity for the nine months ended September 30, 2021:

				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise	Contractual		Intrinsic
	Warrants		Price	Life (Years)		Value

Outstanding at December 31, 2020	275,000	$	1.01	0.23	$	723,250
Granted	416,667		6.60
Forfeited	(275,000)		1.01
Exercised	-
Outstanding at September 30, 2021	416,667	$	6.60	3.39	$	-

Vested and expected to vest
at September 30, 2021	416,667	$	6.60	3.39	$	-

Exercisable at September 30, 2021	-	$	-	-	$	-

The following table summarizes information about warrants outstanding and exercisable as of September 30, 2021:

Warrants Outstanding

Warrants Exercisable

Weighted

Average

Exercise

Number

Remaining

Exercise

Number

Exercise

Price

of Shares

Life (Years)

Price

of Shares

Price

6.60

416,667

3.39

6.60

416,667

During the nine months ended September 30, 2021, the Company issued 416,667 warrants to a placement agent in connection with sale of its common stock. The warrants have an exercise price of $6.60, are exercisable as of August 16, 2021 and expire on February 16, 2025.

The fair value of the 416,667 warrants, issued to the placement agent during the nine months ended September 30, 2021, of $2,498,637 was determined using the Black-Scholes option pricing model with the following assumptions:

Stock price		$6.00
Risk-free interest rate		0.01%
Expected life of the options		4 years
Expected volatility		347%
Expected dividend yield		0%

The fair value of the warrants was recorded as offering costs with a corresponding credit to additional paid in capital.

Note 98 – Business Combinations

~~Quality Circuit Assembly~~

Vayu (US)

Effective ~~April 1, 2016~~February 8, 2021, the Company ~~Purchased 100%~~purchased the assets of Vayu (US), Inc., a Delaware corporation (“Vayu”).

Under the provision of ASC 805, the Company had to determine whether this acquisition was a business combination or an asset (or a group of assets) acquisition. In doing so, the Company determined that the acquisition of Vayu was in fact an asset purchase. Of the consideration given for the Vayu acquisition more than 95% was concentrated in a single asset or a group of assets in Intellectual Property. As such, the Company accounted for this acquisition as an asset acquisition in accordance with ASC 805-10-20. Accordingly, the assets acquired are initially recognized at the consideration paid, which was the fair value of the series D preferred stock issued, including direct acquisition costs, of ~~Quality Circuit Assembly, Inc., a California corporation ("QCA").~~

which there were none. The cost is allocated to the group of assets acquired based on their relative fair values. The assets acquired and liabilities assumed were as follows at the acquisition date:

		Purchase Allocation
Cash	$	81,442
Property and equipment		50,000
Intellectual property		6,981,256
Non-solicitation covenant		90,000
Accrued expenses and other current liabilities		(411,539)
SBA loan (PPP funds)		(137,850)
	$	6,653,309

The purchase price was paid byas follows:

Series D Preferred Stock	$	6,653,309
	$	6,653,309

TDI

On May 5, 2021, the Company ~~for~~closed on the ~~QCA Shares consisted~~acquisition of ~~cash and~~Thermal Dynamics, Inc., a ~~convertible promissory note. The "Cash Consideration" paid~~Delaware corporation. This acquisition was ~~the aggregate amount of $3,000,000. The "Promissory Note Consideration" consists~~considered an acquisition of a secured promissory note (the "Quality Circuit Assembly Note") in the amount of $2,000,000 ($165,330 current, $1,694,627 noncurrent), secured by a subordinated security interest in the assets of QCA. Additionally, the Sellers have the opportunity to convert the Quality Circuit Assembly Note into shares of the Company's Class A common stock at a conversion price of $10 per share after 12 months. The Quality Circuit Assembly Note will bear interest at 5% with first payment due July 1, 2016, and will be payable in full in 36-months (namely, July 1, 2019).

business under ASC 805. A summary of the ~~final~~ purchase price allocation at fair value is below.

Purchase
Allocation

Cash $ 200,000
Accounts Receivable 1,158,995
Inventory 950,424
Property, Plant & Equipment 1,256,885
Prepaid 6,035
Intangibles 631,187
Goodwill 1,963,761
Accounts Payable (672,410 )
Accrued Expenses (128,444 )
Income Tax Payable (20,123 )
Deferred Tax Liability (346,310 )
$ 5,000,000

~~Horizon Well Testing~~

~~Effective January 1, 2017,~~ The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date.

		Purchase Allocation
Accounts receivable	$	1,408,682
Contract assets		826,231
Property and equipment		111,789
Intangible assets		4,820,000
Goodwill		3,528,621
Accounts payable		(786,151)
Accrued expenses and other current liabilities		(53,857)
Contract liability		(2,334,188)
Notes payable		(64,733)
	$	7,456,394

The purchase price was paid as follows:

Class A Common Stock	$	1,102,394
Cash		6,354,000
	$	7,456,394

Alt Labs

On May 10, 2021, the Company ~~Purchased 100%~~closed on the acquisition of ~~the stock of Horizon Well Testing, LLC, an Oklahoma~~Alternative Laboratories, LLC., a Delaware limited liability ~~company ("HWT").~~

~~Alpine 4 purchased 100%~~company. This acquisition was considered an acquisition of the outstanding interests of HWT for $2,200,000 cash, two notes payables ($1,500,000 and $300,000), 379,403 shares of Alpine 4's Class A common stock, valued at $1,439,725, and 75,000 warrants, to purchase one share of Alpine 4 Class A common stock, valued at $40,941. The $300,000 note bears interest at 1% and was payable in full by July 31, 2017. The $1,500,000 note is a convertible note with an option to convert at $8.50 into Alpine 4's Class A common stock. The note bears interest at 5% per annum and has a balloon payment due on the 18-month anniversary of the closing of the purchase. There were also post-closing adjustments of $25,232.

HWT secured an equipment note for $1,872,392 from Crestmark Equipment Finance with a five-year term at a fixed interest rate of 10.14%. HWT also secured a line of credit from Crestmark Bank with an initial funding amount of $165,012. The line of credit is secured by HWT's accounts receivable and has a variable interest rate.

business under ASC 805. A summary of the ~~preliminary~~ purchase price allocation at fair value is below.

Purchase
Allocation

Cash $ 262,384
Accounts Receivable, net 245,833
Property, Plant & Equipment 4,804,458
Intangibles -
Goodwill 167,845
Accrued Expenses (25,086 )
Total consideration $ 5,455,434

~~During~~ The business combination accounting is not yet complete and the ~~three months ended September 30, 2017~~amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date.

		Purchase Allocation
Accounts receivable	$	397,441
Inventory		2,621,653
Property and equipment		1,739,441
Intangible assets		10,410,000
Goodwill		252,851
Other asset		390,502
Accounts payable		(397,441)
Accrued expenses and other current liabilities		(62,242)
Contract liability		(1,754,290)
Noted payable		(1,695,238)
	$	11,902,677

The purchase price was paid as follows:

Class A Common Stock	$	1,432,677
Cash		10,470,000
	$	11,902,677

On May 4, 2021, the Company also entered into an ~~adjustment was made~~agreement to acquire the 100% membership interest in 4740 Cleveland LLC (“Cleveland”), a Florida limited liability company that is the owner of the building currently being leased by Alt Labs, for a total purchase price of $7,000,000. In connection with this agreement, the Company placed in escrow the amount of $1,400,000 which will be applied to the purchase price ~~allocation based~~upon closing. The Company closed on ~~additional information. Intangibles decreased by $123,240, Property, Plant & Equipment increased by $273,459 and Goodwill decreased by $150,219.~~the purchase of the building in August 2021.

~~Unaudited~~

The following are the unaudited pro forma results of operations for the nine months ended September 30, ~~2016 (Predecessor),~~2021 and 2020, as if ~~the Companies (Alpine, QCA & HWT)~~Excel, Impossible Aerospace, Inc. (“IA”), Vayu, TDI, and Alt Labs had been ~~combined as of~~acquired on January 1, ~~2016, follow.~~2020. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates ~~indicated or which may result~~indicated.

		Pro Forma Combined Financials (unaudited)
		Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020
Sales	$	17,398,316	$	16,299,024	$	49,465,682	$	51,377,078
Cost of goods sold		12,104,134		12,020,468		35,183,907		37,090,187
Gross profit		5,294,182		4,278,556		14,281,775		14,286,891
Operating expenses		6,966,642		4,855,978		21,474,825		17,294,094
Loss from operations		(1,672,460)		(577,422)		(7,193,050)		(3,007,203)
Net income (loss)		2,481,592		(809,618)		(3,892,897)		(2,742,963)
Net income (loss) per share		0.01		(0.01)		(0.02)		(0.02)

Note 9 – Equity Investments

AmplifeiIntl LLC

On September 15, 2021, A4 Manufacturing, Inc. entered into a Membership Interest Purchase Agreement acquiring approximately a 9% membership interest in AmplifeiIntl LLC (also doing business as Happinss), a Texas limited liability company. The membership interest is non-voting and the ~~future. For period ending~~Company does not have the ability to exercise significant influence over operating and financial activities. The equity investment is being valued using cost as there is no market for the membership units, and accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events. As of September 30, ~~2017 (Successor), pro forma information is not provided because~~2021, the ~~results after December 31, 2016, are post-acquisition.~~

Pro Forma
Combined
Financials

Nine Months
Ended
September 30,
2016

Revenue $ 9,017,550

Net (Loss) Income $ (2,827,653 )

Net (Loss) Income per Common Share - Basic and Diluted $ (0.12 )

Company determined there was no impairment.

The membership interest was paid for as follows:

Accounts receivable converted	$	1,000,000
Cash		350,000
Total	$	1,350,000

Note 10 – ~~Industry Segments~~

~~This summary presents~~Segment Reporting

The Company discloses segment information that is consistent with the ~~Company's current~~way in which management operates and views its business. Effective during the quarter ended September 30, 2021, the Company has reduced its reportable segments ~~QCA~~to four operating segments as represented by the Company’s four silos: A4 Construction Services, Inc.; A4 Manufacturing, Inc.; A4 Aerospace Corporation; and ~~HWT,~~A4 Defense Systems, Inc. The Company’s reportable segments for the three and nine months ended September 30, ~~2017 (Successor). Prior periods are not presented as QCA made up the majority of the financials.~~

Successor
Three Months Ended September 30, 2017
QCA HWT Unallocated & Eliminations Total Consolidated

Revenue, external customers $ 2,084,565 $ 74,301 $ 62,667 $ 2,221,533
Revenue, company segments 564 - (564 ) -
Segment Gross Profit 645,360 51,706 4,243 701,309
Segment Depreciation and Amortization 72,538 111,674 20,835 205,047
Segment Interest expense 179,491 71,404 173,091 423,986
Segment income tax expense 8,253 - 50 8,303
Segment net gain/(loss)
38,192
(489,950 ) (365,949 ) (817,707 )
Purchase and acquisition long-lived assets 6,480 73,042 16,344 95,866

Successor
Nine Months Ended September 30, 2017
QCA HWT Unallocated & Eliminations Total Consolidated

Revenue, external customers $ 5,648,285 $ 1,200,381 $ 196,140 $ 7,044,806
Revenue, company segments 27,401 - (27,401 ) -
Segment Gross Profit 1,742,209 565,887 75,547 2,383,643
Segment Depreciation and Amortization 217,136 313,155 37,501 567,792
Segment Interest expense 528,144 209,395 342,937 1,080,476
Segment income tax expense 8,620 - 50 8,670
Segment net gain/(loss) (99,724 ) (1,279,928 ) (878,765 ) (2,258,417 )
Purchase and acquisition long-lived assets 75,480 4,803,164 28,344 4,906,988

Successor
As of September 30, 2017
QCA HWT Unallocated Total Consolidated

Accounts receivable, net $ 1,716,616 $ 36,312 $ 1,909 $ 1,754,837
Goodwill 1,963,761 167,845 - 2,131,606
Total assets 10,772,456 4,860,059 314,975 15,947,490

~~Note 11 – Derivative Liabilities~~2021, and ~~Fair Value Measurements~~

~~Derivative liabilities~~

~~During the nine months ended~~ September 30, ~~2017, the Company issued a convertible note dated July 19, 2017 (see "Note 7 – Convertible Notes Payable").~~

~~This note was evaluated under FASB ASC 815-40, Derivatives~~2020, and Hedging and was determined to have characteristics of derivative liability under the above guidance. Each reporting period, this derivative liability is marked-to-market with the non-cash gain or loss recorded in the period as a gain or loss on derivatives. On September 30, 2017 and December 31, 2016, the aggregate fair value of the derivative liabilities was $175,332 and $0, respectively.

During the nine months ended September 30, 2017, certain notes issued, conversion options relating to convertible debt with a fixed conversion price that had been previously issued, and the outstanding Class A common stock warrants became tainted and were required to be accounted for as derivative liabilities under ASC 815.

~~For the nine months ended September 30, 2017 and twelve months ended December 31, 2016, the aggregate change in the fair value of derivative liabilities was a gain of $72,361 and $0, respectively.~~

~~The valuation of our embedded derivatives is determined by using the Black-Scholes Option Pricing Model. As such, our derivative liabilities have been classified as Level 3.~~

~~The Company estimated the fair value of the derivative liabilities using the Black-Scholes Option Pricing Model and the following key assumptions during the nine months ended September 30, 2017.~~

~~Expected dividend yield~~		0	%
~~Weighted average expected volatility~~		~~200~~	%
~~Weighted average risk-free interest rate~~		~~2.38~~	%
~~Expected terms (years)~~	~~.50 to 2.67~~

~~Fair value measurements~~

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

~~Level 1~~ ~~– Quoted prices in active markets for identical assets or liabilities.~~

~~Level 2~~ – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Level 3~~ – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

~~The following table provides a summary of the fair value of our derivative liabilities~~ as of September 30, ~~2017~~2021 and December 31, ~~2016.~~

2020:

			Three Months Ended September 30,				Nine Months Ended September 30,
			2021		2020		2021		2020

Revenue
	Construction Services	$	5,465,881	$	5,488,718	$	15,565,332	$	17,198,134
	Manufacturing		10,210,549		3,240,915		21,506,262		9,409,959
	Defense		1,721,886		-		2,866,991		-
		$	17,398,316	$	8,729,633	$	39,938,585	$	26,608,093

Gross profit
	Construction Services	$	678,702	$	343,965	$	1,392,904	$	2,753,554
	Manufacturing		3,128,290		995,262		6,672,549		2,301,433
	Defense		641,144		-		1,101,362		-
		$	4,448,136	$	1,339,227	$	9,166,815	$	5,054,987

Income (loss) from operations
	Construction Services	$	(607,794)	$	(529,896)	$	(3,464,327)	$	(195,470)
	Manufacturing		947,792		392,029		1,679,930		(886,867)
	Aerospace		(963,134)		-		(3,886,311)		-
	Defense		(135,575)		-		(131,953)		-
	Unallocated		(913,749)		(434,184)		(3,846,085)		(2,199,556)

Fair value measurement on a recurring basis
Level 1 Level 2 Level 3
As of September 30, 2017
Liabilities
Derivatives $ - $ - $ 175,332

As of December 31, 2016
Liabilities
Derivatives $ - $ - $ -

		$	(1,672,460)	$	(572,051)	$	(9,648,746)	$	(3,281,893)

Depreciation and amortization
	Construction Services	$	240,966	$	389,269	$	995,014	$	1,099,834
	Manufacturing		469,419		153,271		1,049,042		455,714
	Aerospace		222,291		-		448,659		-
	Defense		87,322		-		143,539		-
	Unallocated		158,807		10,520		215,715		27,056
		$	1,178,805	$	553,060	$	2,851,969	$	1,582,604

Interest Expense
	Construction Services	$	150,028	$	567,206	$	832,498	$	1,723,594
	Manufacturing		113,910		233,283		382,785		615,436
	Defense		-		-		825		-
	Unallocated		273,944		338,973		2,010,084		1,355,501
		$	537,882	$	1,139,462	$	3,226,192	$	3,694,531

Net income (loss)
	Construction Services	$	1,792,912	$	(1,027,073)	$	(881,293)	$	(1,240,693)
	Manufacturing		2,913,757		400,368		3,371,416		(1,145,527)
	Aerospace		(963,134)		-		(3,456,780)		-
	Defense		(120,481)		-		(114,097)		-
	Unallocated		(1,141,462)		(773,157)		(5,694,399)		(1,326,168)
		$	2,481,592	$	(1,399,862)	$	(6,775,153)	$	(3,712,388)

			As of September 30, 2021		As of December 31, 2020

Total Assets
	Construction Services	$	16,681,507	$	22,648,181
	Manufacturing		43,804,926		10,731,936
	Aerospace		14,332,809		6,342,863
	Defense		11,319,049		-
	Unallocated		10,973,041		1,011,203
		$	97,111,332	$	40,734,183

Goodwill
	Construction Services	$	121,221	$	121,221
	Manufacturing		2,216,612		1,963,761
	Defense		3,528,621		-
		$	5,866,454	$	2,084,982

Accounts receivable, net
	Construction Services	$	4,793,691	$	4,501,401
	Manufacturing		7,205,449		1,983,468
	Defense		991,089		-
		$	12,990,229	$	6,484,869

~~The below table presents~~

Note 11 – Commitments and Contingencies

Legal Proceedings

From time to time, the ~~change~~Company may become involved in lawsuits and other legal proceedings that arise in the ~~fair value~~course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. As of the ~~derivative liabilities during~~date of this Report, the ~~nine months ended September 30, 2017:~~

Fair value as of December 31, 2016 $ -
Additions recognized as debt discounts 115,000
Additions reclassified from equity 132,693
Gain on change in fair value of derivatives (72,361 )
Fair value as of September 30, 2017 $ 175,332

Company was not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows, except as set forth below.

In June 2020, the Company’s subsidiary Excel Fabrication, LLC filed a lawsuit against Fusion Mechanical, LLC, in the Fifth Judicial District Court, State of Idaho (Case Number CV42-20-2246). The Company claimed tortious interference and trade secret violations by the defendant. The defendant filed a motion to dismiss, which was denied by the Court. The defendant filed a second motion to dismiss and the Company filed a memorandum in response to the second motion to dismiss, for which a hearing was held on May 10, 2021. On June 11, 2021, the court issued a decision narrowing the claims of the plaintiffs to three items, breach of contract, good faith and fair dealings, and intentional interference for economic advantage. These were the Company’s three main points of contention. As of the date of this Report, discovery was proceeding. The Company intends to pursue vigorously its claims.

In August 2020, the Company filed a lawsuit, in the United States District Court, District of Arizona (Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon Well Testing LLC (“HWT”) dba Venture West Energy Services, LLC. The Company brought claims for breach of contract, including but not limited to breaches of the seller’s representations and warranties in the purchase agreement in connection with the acquisition of HWT. The defendant answered and counterclaimed, claiming breach by the Company of its obligation to issue a promissory note (to be issued in connection with the acquisition of HWT). The parties have engaged in discovery and settlement negotiations, both of which were ongoing as of the date of this Report. Additionally, a settlement conference is scheduled for November 18, 2021.

In May 2021, the Company and several shareholders filed a lawsuit, in the United States District Court for the District of Arizona (Case number 2:21-cv-00886-MTL) against Fin Capital LLC ("Fin Cap"), and Grizzly Research LLC ("Grizzly") alleging securities fraud, tortious interference with business expectancy and libel and slander for disseminating false and misleading statements about Alpine 4 and its employees to manipulate the stock price and further their own financial interests.

Note 12 – Subsequent Events

~~Convertible Notes~~

On ~~October 5, 2017,~~November 1, 2021, the Company ~~entered into a convertible note with an unrelated lender for $60,000 with net proceeds~~issued 2,506,249 shares of ~~$55,000. The note is due July 4, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible to the Company's~~ Class A common stock ~~at a discount~~for no additional consideration upon conversion of ~~35%~~1,652,591 shares of Series C Preferred Stock and 1,432,244 shares of Series D Preferred Stock into Class A Common Stock, pursuant to the ~~average~~respective Certificates of Designation of the ~~three lowest trading closing prices~~Series C and Series D Preferred Stock.

Identified Technologies Corporation

On October 20, 2021, the Company and the Company’s subsidiary, A4 Aerospace, Inc., a Delaware corporation (the “Buyer”), entered into a Stock Purchase Agreement (the “SPA”) with Identified Technologies Corporation, a Delaware corporation with foreign registration in Pennsylvania (the “Target”), and all of the ~~stock for ten days prior~~shareholders of the Target: Birchmere Ventures 5 LP; Xalisco Ventures; Richard Zhang; Ashok Trivedi; Sunil Wadhwani; Innovation Works, Inc.; Startbot LLC; 2008 Mark Zappala IRR Trust; Birchmere Labs I LP; Cimax Partners I; Wu-Yang Family Trust; Zappala Family LP; and AT Gekko PR (each a “Shareholder” and collectively, the “Shareholders”).

Pursuant to ~~conversion. The Company can prepay~~ the ~~convertible note up to 180 days from October 5, 2017. The prepayment penalty is equal to 20% to 25%~~SPA, the Buyer purchased all of the outstanding ~~note amount depending on when prepaid.~~

~~On October 11, 2017,~~shares of capital stock of the ~~Company entered into~~Target, a ~~convertible note with an unrelated lender~~total of 6,486,044 shares of the Target’s capital stock (the “Target Shares”). The total purchase price for ~~$58,500 with net proceeds~~the Target Shares was $4,000,000 and was paid in shares of ~~$55,500. The note is due July 20, 2018 and bears interest at 12% per annum. The note is immediately convertible to~~ the ~~Company's~~Company’s Class A common stock ~~at a discount of 38%~~(the “Company Shares”), issued to the ~~average~~Shareholders. Following the closing of the ~~three lowest trading closing prices~~transaction, the Buyer owned 100% of the capital stock ~~for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 11, 2017. The prepayment penalty is equal to 10% to 27%~~ of the ~~outstanding note amount depending~~Target. The acquisition of the Target closed on ~~when prepaid.~~

~~On November 2, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd ~~party for $115,000 with net proceeds~~October 20, 2021.

A total of ~~$107,000. The note is due May 2, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible to the Company's~~888,881 shares of restricted Class A common stock atwith a ~~discount~~fair value of ~~35%~~approximately $3.6 million were issued to the ~~average~~13 Shareholders, together with an aggregate of $35.47 in cash (to avoid the ~~three lowest trading closing prices~~issuance of fractional shares). Pursuant to the ~~stock for ten days prior~~SPA, the Shareholders were limited to ~~conversion. The Company can prepay the convertible note up~~being able to ~~180 days from November 2, 2017 with a prepayment penalty~~sell 33% of ~~$750.~~

~~On November 1, 2017, in contemplation of entering into the November 2, 2017 note, the Company released 150,000~~their shares of the 500,000 returnable shares (see Note 8 – Other items Related to Equity). The shares were consideration for the second note dated November 2, 2017, and as such will be accounted for as a discount associated with that note.

~~Other Equity transaction~~

On November 1, 2017, the Company entered into an agreement with the investor relations firm RedChip Companies Inc. ("RedChip"). The agreement is for six months with a review after 90 days. The Company will pay RedChip $2,500 per month for months 1-3 and $5,000 per month for months 4-6. For the firstevery 90 days ~~of service~~once the ~~Company issued 275,000 shares of the Company's Class A common shares which are~~Shares were no longer restricted pursuant to ~~the provisions of~~ Rule 144. ~~For the second 90 days of service the Company will issue 125,000 shares fo the Company's Class A common shares which are restricted pursuant to the provisions of Rule 144.~~

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~There are~~

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the unaudited Financial Statements and notes thereto for the nine months ended September 30, 2021, included under Item 1 – Financial Statements in this Quarterly Report that are not historical facts. These "forward-looking statements" can be identified by use of terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and ~~similar expressions. You should be aware that these~~our audited Financial Statements and notes thereto for the year ended December 31, 2020 contained in our Annual Report on Form 10-K. The following discussion contains forward-looking statements ~~are subject to~~that involve risks and uncertainties, ~~that are beyond~~such as statements of our control. For a discussion of these risks, you should read this entire Report carefully, especially the risks discussed under "Risk Factors." Although management believes that the assumptions underlying the forward-looking statements included in this Report are reasonable, they do not guarantee our future performance,plans, objectives, expectations, and intentions. Our actual results could differ materially from those ~~contemplated by these forward looking statements. The assumptions used for purposes of~~discussed in the forward-looking ~~statements specified in~~statements. Please also see the ~~following information represent estimates~~cautionary language at the beginning of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of thosethis Quarterly Report regarding forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation to update or revise any forward-looking statements.

Overview and Highlights

Company Background

Alpine 4 ~~Technologies Ltd. (the "Company"~~Holdings, Inc. (“we,” “our,” or the “Company”), was incorporated under the laws of the State of Delaware on April 22, 2014. The Company was formed to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. As of the date of this Report, the Company is a technology holding company owning three companies (ALTIA, LLC; Quality Circuit Assembly, Inc.; and Horizon Well Testing, LLC).

~~Business Strategy~~

~~Who~~ We ~~Are~~

~~Alpine 4 is~~are a publicly ~~held enterprise with four principles at the core~~traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of ~~its business: Synergy, Innovation, Drive,~~Drivers, Stabilizers, and Excellence (S.I.D.E.). At Alpine 4, we believe synergistic innovation drives excellence. By anchoring these words to our combined experience and capabilities, we are able to aggressively pursue opportunities within and across vertical markets. We deliver solutions that not only drive industry standards, but also increase value for our shareholders.

Facilitators. At Alpine 4, we understand the nature of how technology and innovation can accentuate a business. Our focus is on how the adaptation of new technologies even in brick and mortar businesses can drive innovation. We ~~strive to develop strategic synergies between~~also believe that our holdings should benefit synergistically from each other and that the ability to have collaboration across varying industries can spawn new ideas and create fertile ground for competitive advantages. This unique perspective has culminated in the development of our Blockchain-enabled Enterprise Business Operating System called SPECTRUMebos.

As of the date of this Report, the Company was a holding company that owned eleven operating subsidiaries:

-A4 Corporate Services, LLC;

-ALTIA, LLC;

-Quality Circuit Assembly, Inc.;

-Morris Sheet Metal, Corp;

-JTD Spiral, Inc.;

-Excel Construction Services, LLC;

-SPECTRUMebos, Inc.;

- Vayu (US), Inc.;

-Thermal Dynamics, Inc.;

-Alternative Laboratories, LLC.; and

-Identified Technologies Corporation.

In the first quarter of 2020, we created three additional subsidiaries to act as silo holding companies, organized by industries. These silo subsidiaries are A4 Construction Services, Inc. (“A4 Construction”), A4 Manufacturing, Inc. (“A4 Manufacturing”), and A4 Technologies, Inc. (“A4 Technologies”). In the first quarter of 2021, we formed additional silo subsidiaries: A4 Defense Systems, Inc. (“A4 Defense”); and A4 Aerospace Corporation, Inc. (“A4 Aerospace”). All of these are Delaware corporations. Each is authorized to issue 1,500 shares of common stock with a par value of $0.01 per share, and ~~operational excellence within~~the Company is the sole shareholder of each of these subsidiaries.

In March 2021, the Company announced the combination of its subsidiaries Deluxe Sheet Metal, Inc. (Deluxe) and Morris Sheet Metal Corporation (Morris) to become one of the largest sheet metal contractors in the Midwest region of the United States. Both companies will be under the Morris Sheet Metal brand. The Company’s management believes that the combination of these businesses will create a ~~unique long-term perspective.~~

more harmonious relationship between the two companies. The combining of resources should empower Morris to strengthen its brand through its strategic banking relationship, eliminate duplicative and competitive interests, and expand its footprint beyond the Indiana home base.

On May 5, 2021, the Company acquired all of the outstanding shares of stock of Thermal Dynamics, Inc., a Delaware corporation (“Thermal Dynamics”).

In June 2021, the Company announced the combination of its subsidiaries Impossible Aerospace (“IA”) and Vayu (US) (“Vayu US”) to become Vayu Aerospace Corporation (“VAYU”). The Company’s management believes that the combination of these businesses will create a more harmonious relationship between the two companies. The combining of resources should empower VAYU to strengthen its brand through its strategic banking relationship, eliminate duplicative and competitive interests, and expand its footprint beyond the Michigan home base.

~~Our Strategy~~

~~Alpine 4's strategy is to provide Fortune 500-level execution strategies in its subsidiary companies and market segments to businesses and companies that have~~

On October 20, 2021, the ~~most to benefit from this access.~~

Company acquired 100% of the outstanding shares of Identified Technologies Corporation, a Delaware corporation (“Identified Technologies”).

Alpine 4 ~~feels this opportunity exists~~maintains its corporate office at 2525 E. Arizona Biltmore Circle, Suite C237, Phoenix, Arizona 85016. ALTIA works out of the corporate office. QCA rents a location at 1709 Junction Court #380 San Jose, California 95112. Deluxe Sheet Metal’s facilities are located at 6661 Lonewolf Dr, South Bend, Indiana 46628. Morris Sheet Metal and JTD Spiral are located at 6212 Highview Dr, Fort Wayne, Indiana 46818. Excel Construction Services’ office and fabrication space are located at 297 Wycoff Cir, Twin Falls, Idaho 83301. Impossible Aerospace’s headquarters are located at 2222 Ronald St, Santa Clara, California 95050. Vayu (US) has its headquarters at 3815 Plaza Drive, Ann Arbor, MI 48108. The headquarters for TDI are located at 14955 Technology Ct, Fort Myers, FL 33912. Alt Labs has its headquarters at 4070 S. Cleveland Ave. Fort Myers, FL 33907. The Identified Technologies Corporation headquarters are located at 6401 Penn Ave, Suite 211, Pittsburgh, PA 15206.

Business Strategy

What We Do:

Alexander Hamilton in ~~smaller middle market operating companies with revenues between $5~~his “Federalist paper #11”, said that our adventurous spirit distinguishes the commercial character of America. Hamilton knew that our freedom to ~~$150 million. In this target rich environment,~~be creative gave American businesses ~~generally sell at more reasonable multiples, presenting greater opportunities for operational and strategic improvements and have greater potential for growth. Implementation~~a competitive advantage over the rest of ~~our strategy within our holdings is accomplished by~~ the ~~offering of strategic and tactical MBA-level training and development, delivered via the following modules:~~

~~Alpine 4 Mini MBA program; and~~

An Alpine 4 developed ERP (Enterprise Resource Planning) and collaboration system called SPECTRUMebos. SPECTRUMebos is what we are defining as an Enterprise Business Operating System (ebos). This system will combine the key technology software components of Accounting and Financial Reporting, an Enterprise Resource Planning System (ERP), a Document Management System (DMS), a Business Intelligence (BI) platform and a Customer Resource Management (CRM) hub which will be tethered to management reporting and collaboration toolsets. Management believesworld. We believe that these tools will help drive real-time information in two directions: first, to the front lines by empowering customer-facing stakeholders; and second, back to management for planning, problem solving, and integration. Management believes that SPECTRUMebos will be the technology "secret sauce" in managing our portfolio of companies and, in time, will be an offering to external customers.

~~All great strategies must have trade-offs. Therefore,~~ Alpine 4 ~~avoids companies~~also exemplifies this spirit in our subsidiaries and that ~~have unionized employees, businesses that have more than $150 million in revenue, and companies that operate in~~our greatest competitive advantage is our highly ~~regulated~~diverse business ~~industries.~~

~~Diversification~~

structure combined with a culture of collaboration.

It is our ~~goal~~mandate to ~~help drive~~grow Alpine 4 into a leading, multi-faceted holding company with diverse subsidiary holdings with products and services that not only benefit from one another as a whole, but also have the benefit of independence. This type of corporate structure is about having our subsidiaries prosper through strong onsite leadership while working synergistically with other Alpine 4 holdings. The essence of our business model is based around acquiring B2B companies in a broad spectrum of industries via our acquisition strategy of DSF (Drivers, Stabilizer, Facilitator). Our DSF business model (which is discussed more below) offers our shareholders an opportunity to own small-cap businesses that hold defensible positions in their individual market space. Further, Alpine 4’s greatest opportunity for growth exists in the smaller to middle-market operating companies with revenues between $5 to $150 million annually. In this target-rich environment, businesses generally sell at more reasonable multiples, presenting greater opportunities for operational and strategic improvements that have greater potential to enhance profit.

Driver, Stabilizer, Facilitator (DSF)

Driver: A Driver is a company that is in an emerging market or technology, that has enormous upside potential for revenue and profits, with a significant market opportunity to access. These types of acquisitions are typically small, brand new companies that need a structure to support their growth.

Stabilizer: Stabilizers are companies that have sticky customers, consistent revenue and provide solid net profit returns to Alpine 4.

Facilitators: Facilitators are our “secret sauce”. Facilitators are companies that provide a product or service that an Alpine 4 ~~has been set up~~sister company can use as leverage to create a competitive advantage.

When you blend these categories into a longer-term view of the business landscape, you can then begin to see the value-driving force that makes this a truly purposeful and powerful business model. As stated earlier, our greatest competitive advantage is our highly diversified business structure combined with a ~~holding company model, with Presidents who will run each~~collaborative business culture, that helps drive out competition in our markets by bringing; resources, planning, technology and Managers with specific industry related experience who, along with Kent Wilson, the CEO of Alpine 4, will help guide our portfolio of companies as needed. Alpine 4 will work with our Presidents and Managers to ensurecapacity that our ~~motto~~competitors simply do not have. DSF reshapes the environment each subsidiary operates in by sharing and exploiting the resources each company has, thus giving them a competitive advantage that their peers do not have.

How We Do It:

Optimization vs. Asset Producing

The process to purchase a perspective company can be long and arduous. During our due diligence period, we are validating and determining three major points, not just the historical record of ~~S.I.D.E (Synergistic, Innovation, Drives, Excellence)~~the company we are buying. Those three major points are what we call the “What is, ~~utilized. Further,~~What Should Be and What Will Be”.

•“The What Is” (TWI). TWI is the defining point of where a company is holistically in a myriad of metrics; Sales, Finance, Ease of Operations, Ownership and Customer Relations to name a few. Subsequently, this is usually the point where most acquirers stop in their due diligence. We look to define this position not just from a number’s standpoint, but also how does this perspective map out to a larger picture of culture and business environment.

•“The What Should Be” (TWSB). TWSB is the validation point of inflection where we use many data inputs to assess if TWI is out of the norm with competitors, and does that data show the potential for improvement.

•“The What Will Be” (TWWB). TWWB is how we seek to identify the net results or what we call Kinetic Profit (KP) between the TWI and TWSB. The keywords are Kinetic Profit. KP is the profit waiting to be achieved by some form of action or as we call it, the Optimization Phase of acquiring a new company.

Optimization: During the Optimization Phase, we seek to root up employees with in-depth training on various topics. Usually, these training sessions include; Profit and Expense Control, Production Planning, Breakeven Analysis and Profit Engineering to name a few. But the end game is to guide these companies to: become net profitable with the new debt burden placed on them post-acquisition, mitigate the loss of sales due to acquisition attrition (we typically plan on 10% of our customers leaving simply due to ~~work with~~old ownership not being involved in the company any longer), potential replacement of employees that No longer wish to be employed post-acquisition and other ancillary issues that may arise. The Optimization Phase usually takes 12-18 months post-acquisition and a company can fall back into Optimization if it is stagnant or regresses in its training.

Asset Producing: Asset Producing is the ideal point where we want our subsidiaries to be. To become Asset Producing, subsidiary management must have completed prescribed training formats, proven they understand the key performance indicators that run their respective departments and ~~capital partners to provide~~finally, the ~~proper capital allocation and, to work to make sure each business is executing at high levels.~~

subsidiaries they manage must have posted a net profit for 3 consecutive months.

~~In 2016, we saw~~

Results of Operations

The following are the ~~beginning~~results of our ~~plan~~operations for ~~diversification take hold with~~the three months ended September 30, 2021, as compared to the three months ended September 30, 2020.

			Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		$ Change

Revenue		$	17,398,316	$	8,729,633	$	8,668,683
Cost of revenue			12,950,180		7,390,406		5,559,774
Gross Profit			4,448,136		1,339,227		3,108,909

Operating expenses:
	General and administrative expenses		5,539,465		1,911,278		3,628,187
	Research and development		581,131		-		581,131
	Total operating expenses		6,120,596		1,911,278		4,209,318
Loss from operations			(1,672,460)		(572,051)		(1,100,409)

Other income (expenses)
	Interest expense		(537,882)		(1,139,462)		601,580
	Gain (loss) on extinguishment of debt		-		253,063		(253,063)
	Gain on forgiveness of debt		4,307,291		-		4,307,291
	Bargain purchase gain		-		64,371		(64,371)
	Other income		438,701		(5,783)		444,484
	Total other income (expenses)		4,208,110		(827,811)		5,035,921

Income (loss) before income tax			2,535,650		(1,399,862)		3,935,512

Income tax expense			54,058		-		54,058

Net income (loss)		$	2,481,592	$	(1,399,862)	$	3,881,454

Revenue

Our revenues for the three months ended September 30, 2021, increased by $8,668,683 as compared to the three months ended September 30, 2020. In 2021, the increase in revenue is related to the acquisition of ~~Quality Circuit Assembly, Inc. ("QCA") when Alpine 4 acquired 100%~~TDI and Alt Labs. Revenue also increased due to additional jobs for QCA and Morris after the slowdown from COVID.

Cost of ~~QCA's stock effective April 1, 2016. Additional information relating~~revenue

Our cost of revenue for the three months ended September 30, 2021, increased by $5,559,774 as compared to ~~our acquisition~~the three months ended September 30, 2020. In 2021, the increase in cost of ~~QCA can be found in our Current Report on Form 8-K, filed with the SEC on March 15, 2016.~~

~~In October of 2016, Alpine 4 formed a new Limited Liability Company called ALTIA (Automotive Logic & Technology In Action)~~revenue is related to ~~create an independent subsidiary for Alpine 4's 6~~^th ~~Sense Auto product ("6SA") and its BrakeActive product.~~

~~Effective, January 1, 2017, Alpine 4 acquired 100% of Horizon Well Testing, LLC ("HWT"). Additional information about~~ the acquisition of ~~HWT can be found~~TDI and Alt Labs. Cost of revenue also increased related to increased revenues for QCA and Morris. The net result of the increase in our ~~Current Reports on Form 8-K filed with~~cost of revenue dollars in comparison to our revenue was an increase in our gross profit percentage from 15.34% in the ~~SEC on December 8, 2016, and January 13, 2017.~~

~~Finally, we have entered into two additional LOI's~~third quarter 2020 to ~~acquire two different companies, and will provide additional disclosures relating to those transactions as they progress.~~

~~Segments~~

~~Segment revenue and net income are key metrics we use to evaluate segment~~25.56% in the third quarter 2021.

Operating expenses

Our operating ~~performance and to determine resource allocation between segments.~~

~~Common Stock~~

~~Voting Rights~~

Holders of our Class A and Class B common stock have identical rights, except that holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. We have not provided for cumulative votingexpenses for the ~~election of directors in our certificate of incorporation.~~

~~Dividends~~

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A common stock and Class B common stock shall be entitled to share equally in any dividends that our board of directors may determine to issue from time to time. In the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A common stock shall receive Class A common stock, or rights to acquire Class A common stock,three months ended September 30, 2021, increased by $4,209,318 as ~~the case may be, and the holders of Class B common stock shall receive Class B common stock, or rights to acquire Class B common stock, as the case may be.~~

~~Liquidation Rights~~

Upon our liquidation, dissolution or winding-up, the holders of Class A common stock and Class B common stock shall be entitled to share equally all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock.

~~Conversion~~

~~Our Class A common stock is not convertible into any other shares of our capital stock.~~

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation.

Once transferred and converted into Class A common stock, the Class B common stock shall not be reissued. No class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

~~The foregoing description of the Second Amended and Restated Certificate of Incorporation is qualified in its entirety by reference~~compared to the ~~text of the Amendment attached as Exhibit 3.1~~three months ended September 30, 2020. The increase is due to the ~~Current Report on Form 8-K filed with the SEC on August 27, 2015,~~acquisitions of TDI and ~~incorporated therein by reference.~~

~~Going Concern~~

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception. The Company requires capital for its contemplated operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

~~In order to mitigate the risk related with this uncertainty,~~Alt Labs. During 2021 the Company has ~~a three-fold plan~~been building its corporate infrastructure and adding additional executives and new staff in various areas, including accounting, software development, and engineering to ~~resolve these risks. First,~~handle future growth at the ~~acquisition of QCA and HWT has allowed~~subsidiary level.

Other income (expenses)

Other income for anthe three months ended September 30, 2021, increased ~~level of cash flow~~by $5,035,921 as compared to the ~~Company. Second,~~same period in 2020. This increase was primarily due to forgiveness of the ~~Company is in negotiations to acquire another company that management believes will increase income and cash flow to~~Paycheck Protection Program (“PPP”) Loans.

The following are the ~~Company as QCA has done. Third, the Company plans to issue additional shares~~results of ~~common stock for cash and services during the next 12 months and has engaged MCAP, LLC to provide advisory services in connection with that capital raise.~~

~~Results of Operations~~

~~Revenue~~

~~Our revenues were $7,044,806~~our operations for the nine months ended September 30, ~~2017 (Successor), with~~2021, as compared to the ~~majority being from QCA. This compares with $1,788,654 for the three months ended March 31, 2016 (Predecessor), and $4,294,535 for the six~~nine months ended September 30, ~~2016 (Successor). Predecessor revenue is from circuit board and wire harness sales. Successor revenues include these and~~2020.

			Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		$ Change

Revenue		$	39,938,585	$	26,608,093	$	13,330,492
Cost of revenue			30,771,770		21,553,106		9,218,664
Gross Profit			9,166,815		5,054,987		4,111,828

Operating expenses:
	General and administrative expenses		17,719,228		7,225,280		10,493,948
	Impairment loss of intangible assets		-		1,111,600		(1,111,600)
	Research and development		1,096,333		-		1,096,333
	Total operating expenses		18,815,561		8,336,880		10,478,681
Loss from operations			(9,648,746)		(3,281,893)		(6,366,853)

Other income (expenses)
	Interest expense		(3,226,192)		(3,694,531)		468,339
	Change in value of derivative liability		-		2,298,609		(2,298,609)
	Gain on extinguishment of debt		803,079		344,704		458,375
	Change in fair value of contingent consideration		-		500,000		(500,000)
	Gain on forgiveness of debt		4,896,573		-		4,896,573
	Bargain purchase gain		-		64,371		(64,371)
	Other income		454,191		56,352		397,839
	Total other income (expenses)		2,927,651		(430,495)		3,358,146

Loss before income tax			(6,721,095)		(3,712,388)		(3,008,707)

Income tax expense			54,058		-		54,058

Net loss		$	(6,775,153)	$	(3,712,388)	$	(3,062,765)

During the ~~6SA product for the period ending June 30, 2016, as well as oil industry services for the period ending~~nine months ended September 30, ~~2017. The~~2021, the Company began selling the 6SA products and services during the second half of 2015, and expect our revenue to grow significantly over the next 12 months. Management's expectations of growth in revenues are based on management's contacts within the automobile dealership industry and the anticipated increase in interest in Alpine 4's products and services. Management also expects revenue from circuit board and wire harness sales to increase over the next 12 months as well as serviceshad several one-time / non-recurring items included in the ~~oil field industry.~~$6,775,153 net loss. These ~~expectations are a result~~non-recurring items totaled $3,613,435, consisting of ~~increased focus on acquiring~~$350,000 in new ~~customers~~acquisitions expenses captured in professional fees, and ~~growing current customer's orders.~~

~~Cost~~other costs, $1,827,383 for repurchase of RSUs, and $1,436,052 in amortization for note discounts.

Revenue

Our ~~cost of~~ revenues ~~was $4,661,163~~ for the nine months ended September 30, ~~2017 (Successor). This compares~~2021, increased by $13,330,492 as compared to ~~$1,383,031 for~~ the ~~three months ended March 31, 2016 (Predecessor) and $2,730,395 for the six~~nine months ended September 30, ~~2016 (Successor). We expect our~~2020. In 2021, the increase in revenue is related to the acquisition of TDI and Alt Labs. Revenue also increased due to additional jobs for QCA and Morris after the slowdown from COVID.

Cost of revenue

Our cost of revenue ~~to increase over the next 12 months as our revenue increases.~~

~~General and administrative expenses~~

~~Our general and administrative expenses were $3,238,927~~ for the nine months ended September 30, ~~2017 (Successor). This compares~~2021, increased by $9,218,664 as compared to ~~$533,894 for~~ the ~~three months ended March 31, 2016 (Predecessor) and $2,858,163 for the six~~nine months ended September 30, ~~2016 (Successor). As Alpine 4 increases its advertising~~2020. In 2021, the increase in cost of revenue is related to the acquisition of TDI and ~~brand~~Alt Labs. Cost of revenue also increased related to increased revenues for QCA and ~~product/service awareness campaigns beginning~~Morris. The net result of the increase in our cost of revenue dollars in comparison to our revenue was an increase in our gross profit percentage from 18.99% in the ~~second half~~first nine months of ~~2017, and as Alpine 4 hires additional personnel as needed and as operations permit, management anticipates that such actions will result~~2020 to 22.95% in ~~increased expenses in these areas to~~ the ~~Company.~~

first nine months of 2021.

~~Interest expense~~

Operating expenses

Our ~~interest expense was $1,080,476~~operating expenses for the nine months ended September 30, ~~2017 (Successor). This compares~~2021, increased by $10,478,681 as compared to ~~$456 for~~ the ~~three months ended March 31, 2016 (Predecessor) and $627,515 for the six~~nine months ended September 30, ~~2016 (Successor).~~2020. The increase ~~in interest expense~~ is due to the ~~increase~~acquisitions of Vayu US, TDI, and Alt Labs; G&A expenses; and increased spending for infrastructure support at the corporate level of the Company. There were also one-time expenses for the repurchase of RSUs in ~~debt, including convertible notes, along with interest costs associated~~connection with the ~~purchase~~acquisitions of ~~QCA~~Impossible Aerospace and ~~HWT. Interest expense includes~~Vayu of $1,100,451 and $726,932, respectively.

Other income (expenses)

Other income for the ~~interest on~~nine months ended September 30, 2021, increased by $3,358,146 as compared to the ~~convertible debentures and~~same period in 2020. This increase was primarily due to the ~~amortization~~forgiveness of ~~the debt discounts associated with the conversion features embedded in the convertible debentures.~~

PPP Loans.

Liquidity and Capital Resources

We have financed our operations since inception from existing revenue, the sale of common stock, capital contributions from stockholders and from the issuance of notes payable and convertible notes payable. We expect to continue to finance our operations from our current operating cash flow and by the selling shares of our common stock and ~~by generating income from~~or debt instruments. In the first quarter of 2021, we raised approximately $54,000,000 through the sale of our ~~products. As noted above, management's expectations~~common stock.

In April and May 2020, we received seven loans under the Paycheck Protection Program of ~~growth in revenues is based on management's contacts within~~ the ~~automobile dealership industry,~~U.S. Coronavirus Aid, Relief and Economic Security (“CARES”) Act totaling $3,896,107. During the ~~anticipated increase in~~nine months ended September 30, 2021, the Company also acquired four loans totaling $1,799,725 due to acquisitions. The loans have terms of 24 months and accrue interest ~~in Alpine 4's products and services~~at 1% per annum. We expect some or all of these loans to be forgiven as ~~Alpine 4 increases its advertising and brand and product/service awareness campaigns which began~~provided by in the ~~third quarter of 2017. Additionally, management anticipates that~~CARES Act. nine loans totaling $4,896,573 were forgiven during the ~~new campaigns will result in the Company's adding new dealerships each month, which began in the second quarter and which should continue through the end of 2017.~~

nine months ended September 30, 2021.

Management expects to have sufficient working capital for continuing operations from either the sale of its products ~~its subsidiaries' product and services revenue,~~ or through the raising of additional capital through private offerings of our ~~securities.~~securities and improved cash flows from operations including the two acquisitions that closed in May 2021. The Company also secured bank lines of credit totaling $9.3 million in 2021. Additionally, ~~as of the date of this Report,~~ the Company ~~was in negotiations~~is monitoring additional businesses to acquire ~~two businesses,~~ which management ~~believes~~hopes will provide additional operating revenues to the Company. There can be no guarantee that the planned acquisitions will close or that they will produce the anticipated revenues on the schedule anticipated by ~~management, or at all.~~

management.

The Company ~~used cash from operating activities~~also may elect to seek additional bank financing, engage in debt financing through a placement agent, or sell shares of $872,969 for the nine months ended September 30, 2017 (Successor). This compares with cash used of $72,935 for the three months ended March 31, 2016 (Predecessor) and cash generated of $30,831 for the six months ended September 30, 2016 (Successor). The increase is due to a larger loss and the increase of inventory.

The Company used cash from investing activities of $2,033,934 for the nine months ended September 30, 2017 (Successor). This compares with $0 cash used for the three months ended March 31, 2016 (Predecessor) and $2,969,500 cash used for the six months ended September 30, 2016 (Successor). The decrease is due to the purchase of QCAits common stock in ~~2016 cost more than the purchase of HWT in 2017.~~

The Company generated cash from financing activities of $2,760,781 for the nine months ended September 30, 2017 (Successor). This compares to cash used of $69,461 for the three months ended March 31, 2016 (Predecessor), and generated cash of $2,713,665 for the six months ended September 30, 2016.

public or private offering transactions.

Off-Balance Sheet Arrangements

The Company has not entered into any transactions with unconsolidated entities whereby the Company has financial guarantees, subordinated retained interests, derivative instruments, or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to the Company.

Critical Accounting Policies and Estimates

~~The preparation of~~

Our consolidated financial statements ~~and related disclosures~~are prepared in ~~conformity~~accordance with ~~U.S.~~ generally accepted accounting principles ("in the United States, or U.S. ~~GAAP") and the Company's discussion and analysis~~GAAP. Preparation of ~~its~~these financial ~~condition and operating results require the Company's management~~statements requires us to make ~~judgments,~~estimates and assumptions ~~and estimates~~ that affect the reported amounts ~~reported in its condensed consolidated financial statements~~of assets, liabilities, revenue, costs and ~~accompanying notes. Note 2, "Summary of Significant Accounting Policies," of this Form 10-Q describes the significant accounting policies~~expenses and ~~methods used in the preparation of the Company's condensed consolidated financial statements. Management bases its~~related disclosures. We base our estimates on historical experience and on various other assumptions ~~it believes~~that we believe to be ~~reasonable under~~reasonable. In many instances, we could have reasonably used different accounting estimates and in other instances changes in the ~~circumstances, the results~~accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of ~~which form the basis for making judgments about the carrying values of~~non-current assets and ~~liabilities. Actual results may differ from these estimates and such differences may be material.~~

~~Management believes the Company's critical accounting policies and estimates are those related to revenue recognition, inventory~~ valuation and lease accounting. Management considers these policies critical because they are both important to the portrayal of the Company's financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

~~Revenue Recognition~~

~~ALTIA~~

~~The Company accounts~~allowance for ALTIA's revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. When a vehicle is sold to the driving consumer who purchases the 6^th Sense Auto service, the cost of the service is added to the price of the car and the amount collected by the dealership for this service is remitted to the Company. At the time the vehicle is purchased, the Company recognizes the service portion of the contract over the service period of generally 12 to 36 months.

~~Quality Circuit Assembly~~

The Company accounts for QCA's revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. Revenue is recognized when either the product has completely been built and shipped or the service has been completed. If a deposit for product or service is received prior to completion the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial.

~~Horizon Well Testing~~

~~Revenue is recognized when the contract has been performed in completion. Contracts range from one day to 30 days in length.~~

~~Principles of consolidation~~

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of September 30, 2017 (Successor), and December 31, 2016. Significant intercompany balances and transactions have been eliminated.

~~Basis of presentation~~

The accompanying financial statements present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company. The financial statements have been prepared in accordance with U.S. GAAP.

~~Use of estimates~~

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances.tax assets. Actual results could differ significantly from ~~those~~our estimates.

~~Advertising~~

~~Advertising costs~~ To the extent that there are ~~expensed when incurred. All advertising takes place at the time~~material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of ~~expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were under $10,000.~~

~~Cash~~

~~Cash~~operations and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of September 30, 2017, and December 31, 2016, the Company hadflows will be affected. Management believes that there have been no ~~cash equivalents.~~

~~Accounts Receivable~~

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of September 30, 2017 (Successor), and March 31, 2016 (Predecessor), allowance for bad debt was $177,470 and $0, respectively.

~~Inventory~~

Inventory is valued at the lower of the inventory's cost (weighted average basis) or market. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. Inventory is segregated into four areas, raw materials, WIP, finished goods, and In-Transit.

~~Property and Equipment~~

Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally on the straight-line method over the estimated useful lives of the assets, which range from ten years to 39 years as follows:

~~Automobiles & Trucks~~	~~10 to 20 years~~
~~Buildings~~	~~39 years~~
~~Leasehold Improvements~~	~~15 years or time remaining on lease (whichever is shorter)~~
~~Equipment~~	~~10 years~~

~~Maintenance and repair costs are charged against income as incurred. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset.~~

~~Purchased Intangibles and Other Long-Lived Assets~~

~~The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between five and fifteen years as follows:~~

~~Customer List~~	~~15 years~~
~~Non-compete agreements~~	~~5 years~~
~~Software development~~	~~5 years~~

~~Impairment of Intangibles~~

~~The Company evaluates intangible assets for impairment on a yearly basis or as needed. During~~our critical accounting policies during the nine months ended September 30, ~~2017 (Successor), there have been no impairment losses.~~

~~Impairment~~2021.

For a summary of ~~Long-Lived Assets~~

~~The Company accounts for long-lived assets in accordance with the provisions~~our critical accounting policies, refer to Note 2 of FASB Topic 360, "Accounting for the Impairment of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During the nine months ended September 30, 2017 (Successor), there have been no impairment losses.

~~Goodwill~~

Inour consolidated financial reporting, goodwill is not amortized, but is tested for impairment annually in the fourth quarter of the fiscal year or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declinesstatements included under Item 8 – Financial Statements in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of September 30, 2017, the only reporting units with goodwill were QCA and HWT.

Annual Report on Form 10-K filed on April 15, 2021.

The Company used qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. Based on the qualitative criteria the company believes there not to be any triggers for potential impairment of goodwill and therefore the Company has recorded no impairment of goodwill in any period presented.

~~Fair Value Measurement~~

The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes and line of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

~~Leases~~

~~Leases are reviewed by management and examined to see if they are required to be categorized as an operating lease, a capital lease or a financing transaction.~~

~~Earnings (loss) per share~~

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. The only potentially dilutive securities outstanding during the periods presented were the convertible debentures, but they are anti-dilutive due to the net loss incurred. All earnings (loss) per common share have been adjusted retroactively for periods presented to reflect changes in number of shares as a result of the reverse stock split amount.

~~Redeemable Common Stock~~

As discussed in Note 9 above 379,403 shares of Class A common stock that were issued as consideration for the HWT acquisition contain a redemption feature which allows for the redemption of Class A common stock at the option of the holder. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Accordingly, at September 30, 2017, 379,403 shares of the Class A common stock were classified outside of permanent equity at its redemption value.

~~Stock-based compensation~~

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment is reached or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

~~Income taxes~~

~~Embedded Conversion Features~~

~~Related Party Disclosure~~

~~Recent Developments~~

~~Letter of Intent with Lattice Incorporated~~

On August 1, 2017, the Company announced that it had entered into a letter of intent to acquire all of the outstanding securities of Lattice Incorporated ("Lattice"), together with letters of intent with certain of Lattice's creditors to convert their debt in Lattice into equity. The transaction will be subject to the parties to the transaction (including the holders of debt) entering into definitive agreements and the approval of Lattice's stockholders.

~~The companies expect the transaction to close by the end of 2017.~~

~~About Lattice~~

Lattice Incorporated is a trusted global partner to correctional facilities. It provides a complete range of innovative inmate management and communications solutions that deliver greater efficiencies to facilities, reduce the administrative burden on their staff, provide them with revenue-generating opportunities, and connect their inmates with family and friends; serving approximately 350 correctional facilities and over 78,000 inmates in the United States, Canada, Japan, and Europe.

Lattice's headquarters are in southern New Jersey. They maintain Sales Offices and a Customer Service Call Center in the United States, and they have strong relationships with correctional facility partners both domestically and outside the United States.

~~Lattice's Corrections Operating Platform (COP) is a complete range of innovative, secure solutions that continues to evolve based on the latest technology advancements. It includes:~~

•	~~Inmate Telephone Solutions~~
•	~~Mobile Devices~~
•	~~Video Visitation~~
•	~~Video Arraignment~~
•	~~Deposit Solutions~~

~~Benefits of the Transaction~~

Sharing of resources: Management believes that the Alpine 4 acquisition of Lattice will leverage complementary strengths between the two companies, and Alpine 4 anticipates the benefits of that leverage to drop the fixed cost G&A expenses of Lattice in the first 12-18 months after closing.

Synergies: The Company's subsidiary, QCA, will assist in the engineering of new products and services for Lattice and will also take over a large amount of the contract manufacturing of the Lattice product offering that is currently outsourced. The Company's subsidiary, ALTIA, which has pioneered several GPS tracking hardware and software products, will be assisting Lattice in the development for pre and post prison tracking systems.

Increased Shareholder Value: Management believes that this transaction will result in a positive adjustment to the Company's Shareholder Equity and is anticipated to reduce Lattice's overall debt from $6m to $3m.

Profitable Earnings: Upon closing, management anticipates that this transaction will eliminate approximately 50% of Lattice's debt, which should allow Lattice to obtain net profit earnings on its current revenue base. It is also anticipated that the decreased debt burden will allow Lattice to direct more of its cash towards the growth of the company.

~~Convertible Notes~~

On October 4, 2017, the Company entered into a convertible note with an unrelated lender for $60,000 with net proceeds of $55,000. The note is due July 4, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 5, 2017. The prepayment penalty is equal to 20% to 25% of the outstanding note amount depending on when prepaid.

On October 11, 2017, the Company entered into a convertible note with an unrelated lender for $58,500 with net proceeds of $55,500. The note is due July 20, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible to the Company's Class A common stock at a discount of 38% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 11, 2017. The prepayment penalty is equal to 10% to 27% of the outstanding note amount depending on when prepaid.

~~On November 2, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd party for $115,000 with net proceeds of $107,000. The note is due May 2, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from November 2, 2017 with a $750 prepayment penalty.

On November 1, 2017, in contemplation of entering into the November 2, 2017 note, the Company released 150,000 shares of the 500,000 returnable shares (see Note 8 – Other items Related to Equity). The shares were consideration for the second note dated November 2, 2017, and as such will be accounted for as a discount associated with that note.

~~Other Equity transaction~~

On November 1, 2017, the Company entered into an agreement with the investor relations firm RedChip Companies Inc. ("RedChip"). The agreement is for six months with a review after 90 days. The Company will pay RedChip $2,500 per month for months 1-3 and $5,000 per month for months 4-6. For the first 90 days of service the Company issued 275,000 shares of the Company's Class A common shares which are restricted pursuant to the provisions of Rule 144. For the second 90 days of service the Company will issue 125,000 shares fo the Company's Class A common shares which are restricted pursuant to the provisions of Rule 144.

~~Completion of Earnhardt Auto Center Pilot Program~~

~~On July 12, 2017, the Company announced that its subsidiary ALTIA had successfully concluded its 90 day pilot with Phoenix, AZ-based Earnhardt Auto Centers of its innovative 6~~^th Sense Auto product platform. The pilot program was installed at the Earnhardt Chevrolet dealership in Chandler, AZ, and performed well above expectations and will continue on in the store for the foreseeable future. ALTIA is also in negotiations with several other large automotive groups regarding its 6^th ~~Sense Auto and BrakeActive aftermarket products and anticipates larger orders in late Q3 and Q4 2017.~~

6^th Sense Auto is designed for the modern "connected car" and dedicated to helping large dealerships like Earnhardt improve their inventory management, engine diagnostics, service maintenance and personalized customer support through wireless, cloud-based software.

~~With approximately 40 million new and used cars sold in the United States annually, management believes that ALTIA's market opportunity is very large, and believes that the Company's 6~~^th ~~Sense Auto product is positioned to be a dominant player in this industry.~~

Item 3. Quantitative and Qualitative Disclosures ~~about~~About Market Risk.

~~None.~~

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, ~~June~~September 30, ~~2017.~~2021. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, ~~including our Chief Executive Officer and Chief Financial Officer,~~ we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to the following material weaknesses in our internal control over financial reporting, many of which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) inadequate control activities and monitoring processes; and (iii) failure in the process for identification and disclosure of related party transactions; and (iv) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both U.S. GAAP and SEC guidelines.

~~We plan to take steps to enhance and improve the design of our internal control~~processes over financial reporting. ~~During~~However, as discussed in our Annual Report for the ~~period covered by this quarterly report on Form 10-Q,~~year ended December 31, 2020, we have ~~not been able~~hired additional qualified accounting personnel, including a Corporate Controller. We have continued to ~~remediate~~address and mitigate these material weaknesses through the implementation and testing of controls and ensure that controls that are properly designed are adequately performed to appropriately address risk related to critical functionality. Management will continue to work to improve the Company’s disclosure controls and procedures throughout 2021 and we believe that we have made significant progress in a short period of time. Management will continue to work to improve the Company’s disclosure controls and procedures throughout 2021, with a goal of remediating the material weaknesses ~~identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending~~no later than December 31, 2017: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If2022. We believe that we ~~are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.~~

have made significant progress.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, ~~2017,~~2021, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

~~There are not presently any material pending~~

From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to ~~which~~inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. As of the date of this Report, the Company was not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows.

In June 2020, the Company’s subsidiary Excel Fabrication, LLC filed a lawsuit against Fusion Mechanical, LLC, in the Fifth Judicial District Court, State of Idaho (Case Number CV42-20-2246). The Company claimed tortious interference and trade secret violations by the defendant. The defendant filed a motion to dismiss, which was denied by the Court. As of the date of this Report, discovery was proceeding. The defendant filed a second motion to dismiss and the Company filed a memorandum in response to the second motion to dismiss, for which a hearing was held on May 10, 2021. On June 11, 2021, the court issued a decision narrowing the claims of the plaintiffs to three items: breach of contract, good faith and fair dealings and intentional interference for economic advantage. These were the Company’s three main points of contention. As of the date of this Report, discovery was proceeding. The Company intends to pursue vigorously its claims.

In August 2020, the Company filed a lawsuit in the United States District Court, District of Arizona (Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon Well Testing LLC (“HWT”) dba Venture West Energy Services, LLC. The Company brought claims for breach of contract, including but not limited to breaches of the seller’s representations and warranties in the purchase agreement in connection with the acquisition of HWT. The defendant answered and counterclaimed, claiming breach by the Company of its obligation to issue a promissory note (to be issued in connection with the acquisition of HWT). The parties have engaged in discovery and settlement negotiations, both of which were ongoing as of the date of this Report. Additionally, a settlement conference is scheduled for November 18, 2021.

In May 2021, the Company and several shareholders filed a ~~party~~lawsuit in the United States District Court for the District of Arizona (Case number 2:21-cv-00886-MTL) against Fin Capital LLC ("Fin Cap"), and Grizzly Research LLC ("Grizzly") alleging securities fraud, tortious interference with business expectancy and libel slander for disseminating false and misleading statements about Alpine 4 and its employees to manipulate the stock price and further their own financial interests. As of the date of this Report, Fin Cap has not been served with the Complaint. The Company plans to move for an order permitting public service of the Complaint on Fin Cap pursuant to Arizona law.

Item 1A.RISK FACTORS

Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, includes a detailed discussion of the Company’s risk factors. However, many of the risk factors disclosed in Item 1A of our Annual Report may be further heightened or asexacerbated by the impact of the COVID-19 pandemic.

We continue to face risks related to Novel Coronavirus (COVID-19) which have significantly disrupted our manufacturing, research and development, operations, sales and financial results, and could continue to do so for the foreseeable future.

Our business has been and will continue to be adversely impacted by the effects of the Novel Coronavirus (“COVID-19”), although we are seeking to resume and rebuild operations of all of our subsidiaries to pre-COVID-19 levels. Nevertheless, in addition to global macroeconomic effects, the COVID-19 outbreak and any other related adverse public health developments may continue to cause disruption to our international operations and sales activities. Our third-party manufacturers, suppliers, third-party distributors, sub-contractors and customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on our employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our manufacturing, assembling, and testing activities or the operations of our suppliers, third-party distributors, or sub-contractors, our supply chain, manufacturing and product shipments will be delayed, which could adversely affect our business, operations and customer relationships. In addition, COVID-19 and its variants or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and impact our operating results. There can be no assurance that any decrease in sales resulting from the COVID-19 outbreak will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the COVID-19 outbreak on our business and operations remains uncertain, the continued spread of COVID-19 and any of its ~~property~~variants or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.

The impact on our operations of shortages, or additional shortages that may surface, related to COVID-19 is ~~subject,~~uncertain, but could potentially impact our future sales, manufacturing operations and ~~no such proceedings~~financial results. Continued progression of these circumstances could result in a decline in customer orders, as our customers could shift purchases to lower-priced or other perceived value offerings or reduce their purchases and inventories due to decreased budgets, reduced access to credit or various other factors, and impair our ability to manufacture our products, which could have a material adverse impact on our results of operations and cash flow. While the current impacts of COVID-19 are ~~known~~reflected in our results of operations, we cannot at this time separate the direct COVID-19 impacts from other factors that cause our performance to vary from quarter to quarter. The ultimate duration and impact of the ~~Company~~COVID-19 pandemic on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration and severity of the pandemic, and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its national and, to some extent, global economic impact. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not presently ascertainable. However, our results of operations in future periods may continue to be ~~threatened or contemplated against it.~~

adversely impacted by the COVID-19 pandemic and its negative effects on global economic conditions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~During~~

Issuances in 2021

In January 2021, the ~~quarter~~Company issued 1,432,244 shares of Series D Preferred Stock in connection with the Vayu (US) merger transaction.

The shares of Series D Preferred Stock issued in connection with the Vayu (US) merger transaction were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

In the nine-months ended September 30, ~~2017,~~2021, the Company issued ~~106,000~~an aggregate of 7,384,018 shares of its restricted Class A common stock for convertible debt of $1,886,898 from 2020.

The shares of Class A common stock referenced above that were issued in 2021, were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

In May 2021, the Company issued 281,223 shares of Class A common stock in connection with ~~services, 177,342~~the TDI acquisition.

The shares ~~for note conversions~~of Class A common stock issued in connection with the TDI acquisition were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and ~~500,000~~the rules and regulations promulgated thereunder.

In May 2021, the Company issued 361,787 shares ~~which are fully returnable~~of Class A common stock in connection with the Alt Labs acquisition.

The shares of Class A common stock issued in connection with the Alt Labs acquisition were issued were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On April 30, 2021, the Company issued 1,617,067 shares of Class A common stock upon ~~the payment of a convertible note. Of the 500,000 shares 150 000 have been released for return in exchange for another note with no issuance~~conversion of shares onof Class C common stock by the ~~second note.~~

holder of the Class C common stock.

The shares of Class A common stock issued upon conversion of the Class C common stock into Class A common stock were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On May 17, 2021, the Company issued 350,000 shares of Class A common stock upon conversion of shares of Class B common stock by the holder of the Class B common stock.

The shares of Class A common stock issued upon conversion of the Class B common stock were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On October 20, 2021, in connection with the purchase of the outstanding securities of Identified Technologies Corporation, the Company issued 888,881 shares of its Class A Common Stock.

The shares of Class A common stock issued in connection with the Identified Technologies Corporation acquisition were issued were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On November 1, 2021, the Company issued 2,506,249 shares of Class A common stock for no additional consideration upon conversion of 1,652,591 shares of Series D Preferred Stock and 1,432,244 shares of Series C Preferred Stock.

The shares of Class A common stock issued upon conversion of the Series C and Series D Preferred Stock into Class A common stock were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

Item ~~4. Mine safety disclosures.~~

3. Defaults Upon Senior Securities.

None

Item 5. Other ~~Information.~~

~~None~~

Information

Not Applicable

Item 6. Exhibits.

~~3.1~~ Exhibit Number		Description
2.1		Impossible Aerospace Merger Agreement dated November 13, 2020 (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed November 17, 2020).

2.2		Vayu (US) Merger Agreement dated December 29, 2020 (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed January 4, 2021).

3.1		Series C Preferred Stock Certificate of ~~Incorporation (previously~~Designation (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed ~~with the Commission as an exhibit to the Company's Form 10 and incorporated herein by reference)~~November 17, 2020).

3.2	~~Bylaws (previously~~	Series D Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed ~~with the Commission as an exhibit to the Company's Form 10 and incorporated herein by reference)~~January 4, 2021).

3.3		Certificate of Amendment to Certificate of Incorporation ~~(previously~~(Name Change) filed ~~with the Commission as an exhibit to the Company's Form 8-K on July 18, 2014, and incorporated herein by reference)~~

~~3.4~~	~~Certificate of Amendment to Certificate of Incorporation (previously filed with the Commission as an exhibit to the Company's Form 8-K on July 18, 2014, and incorporated herein by reference)~~

~~10.5~~	~~QCA Stock Purchase Agreement, dated as of March 15, 2016~~February 5, 2021 (incorporated by reference to ~~the Company's~~Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed ~~with the Commission on March 15, 2016)~~ February 8, 2021).

~~10.6~~ 10.1		~~Reverse stock slip of 1 to 10 as of July 29, 2016~~Impossible Aerospace Consultant Agreement dated November 13, 2020 (incorporated by reference to ~~the Company's~~Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed ~~with the Commission on August 3, 2016)~~November 17, 2020).

~~10.7~~ 10.2		~~Horizon Securities Purchase~~RSU Agreement dated November 13, 2020 (incorporated by reference to Exhibit ~~99.1~~10.2 to Alpine ~~4's~~4’s Current Report on Form 8-K filed ~~with the Commission on December 8, 2016)~~November 17, 2020).

~~10.8~~ 10.3		~~Horizon Secured Promissory Note~~Vayu (US) Employment Agreement dated December 29, 2020 (incorporated by reference to Exhibit ~~99.1~~10.1 to Alpine ~~4's~~4’s Current Report on Form 8-K filed ~~with the Commission on December 8, 2016)~~January 4, 2021).

~~10.9~~ 10.4		~~Horizon Security~~RSU Agreement dated December 29, 2020 (incorporated by reference to Exhibit ~~99.1~~10.2 to Alpine ~~4's~~4’s Current Report on Form 8-K filed ~~with the Commission on December 8, 2016)~~January 4, 2021).

~~10.10~~ 10.5		~~Horizon Warrant~~Form of Securities Purchase Agreement (AGP Transaction) (incorporated by reference to Exhibit ~~99.1~~10.1 to Alpine ~~4's~~4’s Current Report on Form 8-K filed ~~with the Commission on December 8, 2016)~~February 12, 2021).

~~10.11~~ 10.6		~~Horizon Master Services Commission~~Form of Placement Agent Agreement (incorporated by reference to Exhibit ~~99.1~~10.2 to Alpine ~~4's~~4’s Current Report on Form 8-K filed ~~with the Commission on December 8, 2016)~~February 12, 2021).

~~10.12~~ 10.7		~~Consulting~~Stock Purchase Agreement by and among A4 Defense Services, ~~Agreement (incorporated by reference~~Inc., Thermal Dynamics International, Inc., Page Management Co., Inc., and Stephen L. Page (previously filed as Exhibit 10.1 to ~~Exhibit 99.1 to Alpine 4's~~the Company’s Current Report filed on ~~Form 8-K filed with the Commission on December 8, 2016)~~May 4, 2021, and incorporated herein by reference).

31 10.8		Membership Interest Purchase Agreement by and among A4 Manufacturing, Inc., Alpine 4 Holdings, Inc., Alternative Laboratories, LLC, KAI Enterprises, LLC, and Kevin Thomas (previously filed as Exhibit 10.1 to the Company’s Current Report filed on May 10, 2021, and incorporated herein by reference).

10.9		Commercial Lease Agreement by and between 4740 Cleveland, LLC, and Alternative Laboratories, LLC (previously filed as Exhibit 10.4 to the Company’s Current Report filed on May 10, 2021, and incorporated herein by reference).

10.10		Membership Interest Purchase Agreement by and among A4 Manufacturing, Inc., Alpine 4 Holdings, Inc., 4740 Cleveland, LLC, and Kevin Thomas (previously filed as Exhibit 10.5 to the Company’s Current Report filed on May 10, 2021, and incorporated herein by reference).

10.11		Identified Technologies Corporation Stock Purchase Agreement, dated October 20, 2021(previously filed as Exhibit 10 to the Company’s Current Report filed on October 25, 2021, and incorporated herein by reference).

31.1		Certification of Chief Executive ~~Officer and Chief Financial~~ Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 31.2		Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive ~~Officer and Chief Financial~~ Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS* 32.2		Certification of Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS		XBRL Instance ~~Document~~Document*

101.SCH* 101 SCH		XBRL ~~Taxonomy Extension~~ Schema ~~Document~~Document*

101.CAL* 101 CAL		XBRL ~~Taxonomy Extension~~ Calculation Linkbase ~~Document~~Document*

101.LAB* 101 DEF		XBRL ~~Taxonomy Extension Label~~Definition Linkbase ~~Document~~Document*

101.PRE* 101 LAB		XBRL ~~Taxonomy Extension~~Labels Linkbase Document*

101 PRE		XBRL Presentation Linkbase ~~Document~~

101.DEF*	~~XBRL Taxonomy Extension Definition Linkbase Definition~~Document*

*The XBRL related information in Exhibit 101 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Alpine 4 ~~Technologies Ltd.~~Holdings, Inc.

Dated: November ~~14, 2017~~4, 2021


	By: ~~/s/~~	/s/ Kent B. Wilson
		Kent B. Wilson
		Chief Executive Officer ~~President, and Secretary (Principal~~
		(Principal Executive Officer)

~~Dated: November 14, 2017~~

	By: ~~/s/ David G. Schmitt~~	/s/ Larry Zic
	~~David G. Schmitt~~	Larry Zic
		Chief Financial Officer ~~(Principal~~
		(Principal Financial Officer)

Delaware	46-5482689
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 E Arizona Biltmore Circle, Suite 237
~~4742 N. 24~~^th ~~Street Suite 300~~ Phoenix, AZ	85016
~~Phoenix, AZ~~	~~85016~~
(Address of Principal Executive Offices)	(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ ☒	Smaller reporting company	☒
Emerging growth company	☒

	Successor			Successor
	September 30, 2017			December 31, 2016

ASSETS

CURRENT ASSETS:
Cash	$	63,372		$	209,494
Accounts receivable, net		1,754,837			1,346,585
Inventory		1,199,571			930,114
Prepaid expenses and other current assets		184,942			39,734
Total current assets		3,202,722			2,525,927

Property and equipment, net		9,545,965			5,202,133
Intangible asset, net		752,892			757,528
Goodwill		2,131,606			1,963,761
Other non-current assets		314,305			688,204
Total non-current assets		12,744,768			8,611,626

TOTAL ASSETS	$	15,947,490		$	11,137,553

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	2,055,385		$	1,434,170
Accrued expenses		833,602			299,043
Deferred Revenue		130,227			12,536
Derivative liabilities		175,332			-
Deposits		12,509			12,509
Notes payable		3,561,978			1,332,031
Notes payable, related parties		487,000			205,000
Convertible notes payable, net of discount of $76,097 and $7,421		2,042,732			247,359
Financing Lease Obligation		24,133			13,814
Income Tax Payable		19,819			20,123
Total current liabilities		9,342,717			3,576,585

NON-CURRENT LIABILITIES:
Long-term debt		-			147,079
Convertible notes payable		1,694,627			1,760,198
Financing Lease Obligation		6,546,645			6,572,579
Deferred Revenue		53			-
Deferred tax liability		287,153			287,153
Total non-current liabilities		8,528,478			8,767,009

TOTAL LIABILITIES		17,871,195			12,343,594


REDEEMABLE COMMON STOCK
Class A Common stock, $0.0001 par value, 379,403 and 0 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		1,439,725			-

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-			-
Class A Common stock, $0.0001 par value, 500,000,000 shares authorized, 21,950,791 and 21,474,481 shares issued and outstanding		2,195			2,148
Class B Common stock, $0.0001 par value, 100,000,000 shares authorized, 1,600,000 and 1,600,000 shares issued and outstanding		160			160
Additional paid-in capital		16,329,087			16,228,106
Accumulated deficit		(19,694,872	)		(17,436,455	)
Total stockholders' deficit		(3,363,430	)		(1,206,041	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	15,947,490		$	11,137,553

	Three month period
	Successor			Successor
	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016

Revenue	$	2,221,533		$	2,258,099
Cost of revenue (exclusive of depreciation)		1,520,224			1,410,772
Gross Profit		701,309			847,327

Operating expenses:
General and administrative expenses		1,001,921			937,449
Depreciation		173,693			104,455
Amortization		31,354			10,901
Total operating expenses		1,206,968			1,052,805
Loss from operations		(505,659	)		(205,478	)

Other expenses
Interest expense		423,986			366,825
Gain on derivative liabilities		(72,361	)		-
Other (income)		(47,880	)		(49,173	)
Total other expenses		303,745			317,652

Loss before income tax		(809,404	)		(523,130	)

Income tax expense (benefit)		8,303			(964	)

Net loss	$	(817,707	)	$	(522,166	)

Weighted average shares outstanding :
Basic		23,829,713			22,842,265
Diluted		23,829,713			22,842,265

Loss per share
Basic	$	(0.03	)	$	(0.02	)
Diluted	$	(0.03	)	$	(0.02	)

	Nine month period
	Successor			Successor			Predecessor
	Nine Months Ended January, 1, 2017 to September 30, 2017			Six Months Ended April, 1, 2016 to September 30, 2016			Three Months Ended January, 1, 2016 to March 31, 2016

Revenue	$	7,044,806		$	4,294,535		$	1,788,654
Cost of revenue (exclusive of depreciation)		4,661,163			2,730,395			1,383,031
Gross Profit		2,383,643			1,564,140			405,623

Operating expenses:
General and administrative expenses		3,238,927			2,858,163			533,894
Depreciation		498,732			175,625			33,492
Amortization		69,060			21,734			-
Total operating expenses		3,806,719			3,055,522			567,386
Loss from operations		(1,423,076	)		(1,491,382	)		(161,763	)

Other expenses
Interest expense		1,080,476			627,515			456
Gain on derivative liabilities		(72,361	)		-			-
Other (income)		(181,444	)		(101,121	)		-
Total other expenses		826,671			526,394			456

Loss before income tax		(2,249,747	)		(2,017,776	)		(162,219	)

Income tax expense (benefit)		8,670			7,411			(31,770	)

Net loss	$	(2,258,417	)	$	(2,025,187	)	$	(130,449	)

Weighted average shares outstanding :
Basic		23,589,017			22,760,422			-
Diluted		23,589,017			22,760,422			-

Loss per share
Basic	$	(0.10	)	$	(0.09	)	$
Diluted	$	(0.10	)	$	(0.09	)	$

Inventory
	Sep 30, 2017		Dec 31, 2016
Raw materials	$	607,818	$	527,599
WIP		389,586		193,525
Finished goods		189,167		195,990
In Transit		13,000		13,000
	$	1,199,571	$	930,114

Intangibles
	Sep 30, 2017			Dec 31, 2016
Software	$	255,724		$	191,300
Noncompete		100,000			100,000
Customer Lists		531,187			531,187
Less: Accumulated Amortization		(134,019	)		(64,959	)
	$	752,892		$	757,528

Other Long-Lived Assets
	Sep 30, 2017		Dec 31, 2016
Restricted Cash	$	255,709	$	630,270
Deposits		58,596		57,934
	$	314,305	$	688,204

Fiscal Year
2017	$	143,500
2018		584,763
2019		599,382
2020		614,366
2021		629,725
Thereafter		7,961,289
Total		10,533,025
Less: Current capital leases and financing transaction		(24,133	)
Less: imputed interest		(3,962,247	)
Noncurrent capital leases and financing transaction	$	6,546,645

Fiscal Year	San Jose, CA		Phoenix, AZ		Oklahoma City, OK
2017	$	64,596	$	5,600	$	15,000
2018		266,134		-		60,000
2019		274,118		-		35,000
2020		282,342		-		-
2021		290,812		-		-
Thereafter		-		-		-
Total		1,178,002		5,600		110,000

September 30, 2017 (Successor)	Alpine 4		QCA		HWT
LOC current	$	-	$	1,717,937	$	4,648
Equipment current		-		154,635		1,674,758
Term notes		10,000		-		-
Total Current	$	10,000	$	1,872,572	$	1,679,406
Equipment noncurrent		-		-		-
Total Notes	$	10,000	$	1,872,572	$	1,679,406

	Dec 31, 2016		Borrowings		Payments			Sep 30, 2017
Note payable; non-interest bearing; due upon demand; unsecured	$	15,000	$	-	$	(15,000	)	$	-
Note payable; non-interest bearing; due upon demand; unsecured		15,000		-		(15,000	)		-
Note payable; interest bearing; due May 31, 2017; unsecured		5,000		-		(5,000	)		-
Notes payable; non-interest bearing; due upon demand; unsecured		-		6,000		(1,500	)		4,500
Note payable; interest bearing; due January 10, 2017; unsecured		60,000		-		(60,000	)		-
Note payable; interest bearing; due March 2, 2017; unsecured		-		10,000		(10,000	)		-
Note payable; interest bearing; due March 14, 2017; unsecured		-		12,000		(12,000	)		-
Note payable; interest bearing; due April 11, 2017; unsecured		-		2,500		(2,500	)		-
Note payable; interest bearing; due May 26, 2017; unsecured		-		43,500		-			43,500
Note payable; interest bearing; due June 30, 2017; unsecured		10,000		-		(2,500	)		7,500
Note payable; interest bearing; due May 31, 2017; secured		100,000		-		-			100,000
Note payable; interest bearing; due July 31, 2017; secured		-		300,000		-			300,000
Note payable; interest bearing; due March 3, 2018; unsecured		-		11,500		-			11,500
Note payable; interest bearing; due April 27, 2018; unsecured		-		20,000		-			20,000
	$	205,000	$	405,500	$	(123,500	)	$	487,000

	Sep 30, 2017			Dec 31, 2016
Convertible Note - current	$	2,118,830		$	254,780
Debt discount		(76,098	)		(7,421	)
Net current	$	2,042,732		$	247,359

Convertible Note - noncurrent		1,694,627			1,760,198

Total Convertible Note	$	3,737,359		$	2,007,557

	Payments due by Period
	Less than One Year		One to Three Years		Three to Five Years		More Than Five Years		Total
Notes payable, related parties	$	487,00	$	-	$	-	$	-	$	487,000
Notes payable, non-related parties		3,561,978		-		-		-		3,561,978
Convertible notes payable		2,118,830		1,694,627						3,813,457
Total	$	6,167,808	$	1,694,627	$	-	$	-	$	7,862,435

	Purchase Allocation
Cash	$	200,000
Accounts Receivable		1,158,995
Inventory		950,424
Property, Plant & Equipment		1,256,885
Prepaid		6,035
Intangibles		631,187
Goodwill		1,963,761
Accounts Payable		(672,410	)
Accrued Expenses		(128,444	)
Income Tax Payable		(20,123	)
Deferred Tax Liability		(346,310	)
	$	5,000,000

	Purchase Allocation
Cash	$	262,384
Accounts Receivable, net		245,833
Property, Plant & Equipment		4,804,458
Intangibles		-
Goodwill		167,845
Accrued Expenses		(25,086	)
Total consideration	$	5,455,434

	Pro Forma Combined Financials
	Nine Months Ended September 30, 2016

Revenue	$	9,017,550

Net (Loss) Income	$	(2,827,653	)

Net (Loss) Income per Common Share - Basic and Diluted	$	(0.12	)

	Successor
	Three Months Ended September 30, 2017
	QCA		HWT			Unallocated & Eliminations			Total Consolidated

Revenue, external customers	$	2,084,565	$	74,301		$	62,667		$	2,221,533
Revenue, company segments		564		-			(564	)		-
Segment Gross Profit		645,360		51,706			4,243			701,309
Segment Depreciation and Amortization		72,538		111,674			20,835			205,047
Segment Interest expense		179,491		71,404			173,091			423,986
Segment income tax expense		8,253		-			50			8,303
Segment net gain/(loss)		38,192		(489,950	)		(365,949	)		(817,707	)
Purchase and acquisition long-lived assets		6,480		73,042			16,344			95,866

	Successor
	Nine Months Ended September 30, 2017
	QCA			HWT			Unallocated & Eliminations			Total Consolidated

Revenue, external customers	$	5,648,285		$	1,200,381		$	196,140		$	7,044,806
Revenue, company segments		27,401			-			(27,401	)		-
Segment Gross Profit		1,742,209			565,887			75,547			2,383,643
Segment Depreciation and Amortization		217,136			313,155			37,501			567,792
Segment Interest expense		528,144			209,395			342,937			1,080,476
Segment income tax expense		8,620			-			50			8,670
Segment net gain/(loss)		(99,724	)		(1,279,928	)		(878,765	)		(2,258,417	)
Purchase and acquisition long-lived assets		75,480			4,803,164			28,344			4,906,988

	Successor
	As of September 30, 2017
	QCA		HWT		Unallocated		Total Consolidated

Accounts receivable, net	$	1,716,616	$	36,312	$	1,909	$	1,754,837
Goodwill		1,963,761		167,845		-		2,131,606
Total assets		10,772,456		4,860,059		314,975		15,947,490

	Fair value measurement on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2017
Liabilities
Derivatives	$	-	$	-	$	175,332

As of December 31, 2016
Liabilities
Derivatives	$	-	$	-	$	-

Fair value as of December 31, 2016	$	-
Additions recognized as debt discounts		115,000
Additions reclassified from equity		132,693
Gain on change in fair value of derivatives		(72,361	)
Fair value as of September 30, 2017	$	175,332