x ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ ☒ No x☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x ☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” a “smaller reporting company” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ ☐ No x☒

As of ~~November 14th 2019,~~October 5, 2020, there were ~~82,892,601~~120,520,492 shares of the registrant’s Class A and 15,000,000 shares of Class B common stock outstanding.

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30, 2019~~MARCH 31, 2020

		September 30, 2019			December 31, 2018				March 31, 2020			December 31, 2019
		(unaudited)							(unaudited)
ASSETS	ASSETS							ASSETS
Current Assets
Cash and cash equivalents		$	822,639		$	1,026,533			$	765,679		$	1,076,995
Accounts receivable			949,849			307,307				88,502			210,032
Other receivables, sale of asset			412,934			531,717
Unbilled energy incentives earned			61,771			164,687
Prepaid expenses and other current assets, short term portion			401,132			334,078
Other receivable, sale of asset										29,937			383,819
Prepaid expenses and other current assets, short-term portion										535,102			502,054
Taxes recoverable			535,140			178,995				528,466			610,919
Total Current Assets			3,183,465			2,543,317				1,947,686			2,783,819

Investment in Energy Property and Equipment, Net			23,205,969			14,739,767				32,362,386			33,459,478
Construction in Process			7,144,143			6,979,080				7,580,763			7,270,194

Prepaid expenses and other current assets, long term portion			482,849			-
Restricted cash for Italian acquisition			-			8,857,966
Prepaid expenses and other current assets, long-term portion										317,931			396,639
Goodwill										1,438,013			1,353,998
Restricted cash										342,729			349,434
Total Assets		$	34,016,426		$	33,120,130			$	43,989,508		$	45,613,562

LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY							LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	2,610,834		$	1,696,200			$	3,952,511		$	3,700,796
Convertible and non-convertible promissory notes, current portion			13,779,018			14,510,204				23,107,839			22,705,665
Capital lease, current portion			81,387			85,325				86,101			87,785
Derivative liability			-			338,861
Taxes payable			50,766			27,450				69,911			61,575
Total Current Liabilities			16,522,005			16,658,040				27,216,362			26,555,821

Convertible and non-convertible promissory notes, net of current portion			10,388,120			10,320,240				13,638,090			14,109,417
Capital lease, net of current portion			924,139			1,032,453				885,085			923,948
Asset retirement obligation			140,779			75,031				144,965			146,215
Total Liabilities			27,975,043			28,085,765				41,884,502			41,735,401

Commitments and Contingencies
Shareholders' Equity
Preferred Shares, $0.001 par value; 50,000,000 shares authorized, 5,000,000 issued and outstanding (Liquidation value of $5,000 as of September 30, 2019)			5,000			-
Common stock, $0.001 par value; 450,000,000 shares authorized, 82,892,601 and 110,726,725 shares issued and outstanding as of September 30, 2019 and December 31, 2018 respectively.			82,893			110,727

Shareholders' equity
Preferred Shares, $0.001 par value; 50,000,000 shares authorized, 0 and 5,000,000 issued and outstanding as of March 31, 2020 and December 31, 2019										-			5,000
Common stock, $0.001 par value; 450,000,000 shares authorized, 118,351,219 and 68,182,602 shares issued and outstanding as of March 31, 2020 and December 31, 2019 respectively.										118,352			68,183
Common stock, $0.001 par value; 15,000,000 shares of Class B stock authorized, issued and outstanding as of March 31, 2020 and December 31, 2019 respectively										15,000			15,000
Additional paid in capital			15,387,308			13,164,601				15,426,099			15,442,118
Other comprehensive loss			(850,184	)		(260,424	)			(772,877	)		(642,682	)
Accumulated deficit			(8,583,634	)		(7,980,539	)			(12,681,567	)		(11,009,458	)
Total Shareholders' Equity			6,041,383			5,034,365				2,105,007			3,878,161
Total Liabilities and Shareholders' Equity		$	34,016,426		$	33,120,130			$	43,989,508		$	45,613,652

See accompanying notes to the unaudited condensed consolidated financial statements

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND ~~NINE MONTHS ENDED SEPETEMBER 30,~~ 2019 ~~AND 2018~~

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018			March 31, 2020			March 31, 2019
Revenues	$	993,005		$	811,738		$	2,296,964		$	2,222,437		$	697,703		$	370,131
Cost of revenues		(245,193	)		(374,409	)		(563,779	)		(1,078,433	)		(326,973	)		(157,008	)
Gross Profit		747,812			437,329			1,733,185			1,144,004			370,730			213,123

Operating Expenses
Selling, general and administrative		926,514			225,330			2,978,418			774,265			868,798			542,557
Loss on disposal of investment in energy asset		-			351,723			-			351,723
Depreciation and amortization		344,980			152,079			831,184			541,314			509,332			167,471
Total Operating Expenses		1,271,494			729,132			3,809,602			1,667,302			1,378,130			710,028

Loss from Operations		(523,682	)		(291,803	)		(2,076,417	)		(523,298	)		(1,007,400	)		(496,905	)

Other income (expense)
Other Expense
Interest expense		(563,812	)		(140,626	)		(2,478,521	)		(987,643	)		(664,641	)		(887,374	)
Change in fair value of derivative liability		-			-			(132,976	)		-
Gain on bargain purchase		(87,442	)		-			4,084,821			-
Total other income (expense)		(651,254	)		(140,626	)		1,473,324			(987,643	)
Net Loss before Provision for Income Taxes		(1,174,936	)		(432,429	)		(603,093	)		(1,510,941	)
Provision for Income Taxes		-			-			-			-
Total other expense														(664,641	)		(887,374	)
Loss before provision for income taxes														(1,672,041	)		(1,384,279	)
Provision for income taxes														-			-
Net Loss	$	(1,174,936	)	$	(432,429	)	$	(603,093	)	$	(1,510,941	)	$	(1,672,041	)	$	(1,384,279	)

Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.01	)

Weighted average shares outstanding:
Basic and diluted		94,216,514			71,726,725			108,370,612			71,600,361			71,679,845			114,384,791

Comprehensive loss:
Net loss	$	(1,174,936	)	$	(432,429	)	$	(603,093	)	$	(1,510,941	)	$	(1,672,041	)	$	(1,384,279	)
Unrealized gain (loss) on currency translation adjustment		(421,960	)		59,450			(589,760	)		(193,113	)
Comprehensive Loss	$	(1,596,896	)	$	(372,979	)	$	(1,192,853	)	$	(1,704,054	)
Current translation adjustment unrealized loss														(130,263	)		(317,664	)
Comprehensive loss													$	(1,802,304	)	$	(1,701,943	)

See accompanying notes to the unaudited condensed consolidated financial statements

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2020 AND 2019 ~~AND 2018~~

Additional

Other

Preferred Shares

Common stock issued

Paid-In

Comprehensive

Accumulated

Series D&E

Amount

Shares

Amount

Capital

Income/(Loss)

(Deficit)

Total

Balance at January 1, 2019

-

-

110,726,725

$ 110,727

$ 13,164,601

$ (260,424 )

$ (7,980,540 )

$ 5,034,364

Stock Compensation

-

-

21,915,876

21,916

1,395,948

-

-

1,417,864

Amortization of debt discount

-

-

-

-

123,804

-

-

123,804

Unrealized loss on currency translation adjustment

-

-

-

-

-

(317,664 )

-

(317,664 )
Net Loss

-

-

-

-

-

-

(1,384,279 )

(1,384,279 )
Balance at March 31, 2019

-

-

132,642,601

$ 132,643

$ 14,684,353

$ (578,088 )

$ (9,364,819 )

$ 4,874,089

Stock Compensation

250,000

250

40,000

-

-

40,250

Reclassification of derivative liability

-

-

-

-

471,837

-

-

471,837

Amortization of debt discount

146,118

146,118

Unrealized gain on currency translation adjustment

-

-

-

-

-

149,864

-

149,864

Net income

-

-

-

-

-

-

1,956,121

1,956,121

Balance at June 30, 2019

-

-

132,892,601

$ 132,893

$ 15,342,308

$ (428,224 )

$ (7,408,698 )

$ 7,638,279

Transfer for Common Shares to Series E Preferred Shares

5,000,000

5,000

(50,000,000 )

$ (50,000 )

45,000

-

-

-

Unrealized loss on currency translation adjustment

-

-

-

-

-

(421,960 )

-

(421,960 )
Net loss

-

-

-

-

-

-

(1,174,936 )

(1,174,936 )
Balance at September 30, 2019

5,000,000

$ 5,000

82,892,601

$ 82,893

$ 15,387,308

$ (850,184 )

$ (8,583,634 )

$ 6,041,383

Balance at January 1, 2018

30,000,000

$ 30,000

71,476,725

$ 71,477

$ 11,949,748

$ 205,875

$ (6,127,827 )

$ 6,129,273

Unrealized gain on currency translation adjustment

-

-

-

-

-

133,121

-

133,121

Net loss

-

-

-

-

-

-

(196,593 )

(196,593 )
Balance at March 31, 2018

30,000,000

$ 30,000

71,476,725

$ 71,477

$ 11,949,748

$ 338,996

$ (6,324,421 )

6,065,801

Stock Compensation

-

-

250,000

250

27,250

-

-

27,500

Amortization of debt discount

-

-

-

-

680,309

-

-

680,309

Unrealized loss on currency translation adjustment

-

-

-

-

-

(385,684 )

-

(385,684 )
Net loss

-

-

-

-

-

-

(881,919 )

(881,919 )
Balance at June 30, 2018

30,000,000

$ 30,000

71,726,725

$ 71,727

$ 12,657,307

$ (46,688 )

$ (7,206,340 )

$ 5,506,007

Unrealized gain on currency translation adjustment

-

-

-

-

-

59,450

-

59,450

Amortization of debt discount

-

-

-

-

27,294

-

-

27,294

Net loss

-

-

-

-

-

-

(432,429 )

(432,429 )
Balance at September 30, 2018

30,000,000

$ 30,000

71,726,725

$ 71,727

$ 12,684,601

$ 12,762

$ (7,638,769 )

$ 5,160,322

See accompanying notes to the unaudited condensed consolidated financial statements

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2020 and 2019 ~~and 2018~~

	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Cash Flows from Operating Activities:
Net loss	$	(603,093	)	$	(1,510,941	)	$	(1,672,109	)	$	(1,384,279	)

Adjustments to reconcile net loss to net cash used in operations
Depreciation and amortization		831,184			541,314			509,332			167,470
Stock compensation costs		1,458,114			27,500			29,150			161,686
Amortization of debt discount		269,922			707,603			-			77,415
Change in fair value of derivative liability		132,976			-
Loss on sale of investment in energy asset		-			351,723
Gain on Bargain purchase		(4,084,821	)		-

Changes in assets and liabilities, net of acquisition and disposals:
Accounts receivable and other short-term receivables		(650,496	)		(579,803	)		536,017			(20,635	)
Accounts payable & accrued liabilities		1,142,599			46,862
Energy incentives earned not yet received		94,523			427,390
Vendor deposits & prepayments		(800,207	)		(41,141	)
Accounts payable and accrued liabilities								240,266			674,486
Energy incentives earned, not yet received								-			(52,675	)
Vendor deposits and prepayments								40,777			243,136
Net Cash Used in Operating Activities		(2,209,300	)		(29,493	)		(316,567	)		(133,396	)

Cash Flows from Investing Activities:
Additions to construction in process		(284,301	)		-
Cash used for investment in energy asset		-			(619,723	)
Proceeds from sale of fixed assets		-			3,799,615
Acquisition of solar energy parks		(6,665,240	)		-
Net Cash (Used In) Provided by Investing Activities		(6,949,541	)		3,179,892
Cash used for construction in process								(518,108	)		(726,267	)
Net Cash Used In Investing Activities								(518,108	)		(726,267	)

Cash Flows from Financing Activities:
Proceeds from debt, related parties		-			10,344			-			16,350
Payments of debt principal, related parties		(98,262	)		-			(48,191	)		-
Proceeds from debt, senior debt		13,618,477			1,380,009
Payments on debt principal, senior debt		(13,322,287	)		(3,248,001	)
Net proceeds from lines of credit		-			4,969
Proceeds from debt, senior debt and promissory notes								829,947			826,772
Payments on debt principal, senior debt and promissory notes								(224,586	)		(723,575	)
Payments on leased assets, principal		(61,782	)		(50,888	)		(21,190	)		-
Restricted cash for future acquisitions		-			(745,561	)
Net Cash Provided by (Used In) Financing Activities		136,146			(2,649,128	)
Net Cash Provided by Financing Activities								535,980			119,547

Effect of exchange rate on cash		(39,165	)		(2,024	)		(19,327	)		(60,016	)

Net (decrease) increase in cash, cash equivalents and restricted cash		(9,061,860	)		499,248
Net decrease in cash and cash equivalents								(318,022	)		(680,100	)
Cash, cash equivalents, and restricted cash beginning of the period		9,884,499			130,366			1,426,429			1,026,533
Cash, cash equivalents, and restricted cash end of the period	$	822,639		$	629,614		$	1,108,407		$	346,433

See accompanying notes to the unaudited condensed consolidated financial statements

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2020 and 2019 ~~and 2018~~

	September 30, 2019		September 30, 2018		March 31, 2020		March 31, 2019
Supplemental Cash Flow Disclosure
Cash paid for interest	$	1,533,821	$	130,680	$	142,818	$	152,929

Supplemental Non Cash Disclosure
Reclassification of derivative liability	$	471,837		-

See accompanying notes to the unaudited condensed consolidated financial statements

The unaudited condensed consolidated financial statements include the consolidated balance sheet, statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) from records maintained by the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2018 audited annual consolidated financial statements and accompanying notes included in its Form 10 filed with the Securities and Exchange Commission on August 13, 2019. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary, in management’s opinion, to state fairly the Company’s financial position and results of operations for the reported periods. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the operating results for the full fiscal year for any future period.

Alternus Energy Inc. ~~(formerly Power Clouds, Inc.)~~ (“We”, “ALTN” or the “Company”) was incorporated in the State of Colorado on January 1, 2000, then reorganized as a Nevada corporation on November 8, 2006. On September 11, 2008 the corporation changed its name from Asset Realization, Inc. to World Assurance Group, Inc. On April 24, 2015, the Company changed its name from World Assurance Group, Inc. to Power Clouds ~~Inc. On~~Inc.On November 29, 2018, the Company changed its name from Power Clouds Inc. to Alternus Energy Inc. and related stock ticker symbol change from PWCL to ALTN.

In August of 2016, the Company incorporated a new wholly owned subsidiary in the Netherlands, AE Europe B.V. (formerly named Power Clouds Europe B.V.) This company was incorporated to ultimately hold the Company’s European operating companies and sub-holding companies as appropriate.

In June of 2015, ALTN incorporated a company in Italy, ~~PC_Italia_01~~PC-Italia-01 S.R.L. (formerly named Power Clouds Wind Italia S.R.L.). This company was incorporated to acquire Italian special purpose vehicles (SPVs), power plants and / or other assets located in Italy.

In August of 2016, the Company incorporated a new company in Italy, ~~PC_Italia_02~~PC-Italia-02 SRL as a wholly owned subsidiary of AE Europe B.V. This ~~Company~~company was incorporated to acquire Italian special purpose vehicles, power plants and/or other assets located in Italy. InDuring the quarter ended March 31, 2017, this company completed the acquisition of the Sant’Angelo Energia S.r.l. in Italy which operates a 702kW PV solar park. Subsequently, in April of 2019, PC-Italia-02 acquired four additional SPVs in Italy, CIC Rooftop 2 S.r.l., CIC RT Treviso S.r.l., SPV White One S.r.l., CTS Power 2 S.r.l.~~, Sant’Angelo Energia S.r.l.~~

In June of 2018, the Company acquired 100% of the share capital of two companies in Germany which were renamed as PCG_HoldCo GmbH and PCG_GP UG immediately thereafter. These two companies were acquired in order to acquire German special purpose vehicles, PV solar parks and/or other assets located in Germany. During the ~~twelve months~~year ended December 31, 2018, ~~the Company~~PCG_HoldCo completed the acquisitions of 4 SPVs in Germany, PSM 20 GmbH & Co KG, GRK 17.2 GmbH & Co KG, GRT 1.1 GmbH and PSM 40 GmbH & Co KG. In December of 2018, the Company acquired 100% of the share capital of another company in Germany which was renamed to ALTN HoldCo UG.

In March of 2019, the Company incorporated a new wholly owned subsidiary in Ireland, Alternus Energy International Limited. This company was incorporated to establish our European operations center.

In June of 2019, the Company incorporated a new wholly owned subsidiary in the Netherlands, AEN 01 B.V. This company was incorporated to acquire Netherlands special purpose vehicles (SPVs), project rights and other solar energy assets in the Netherlands. During the quarter ended December 31, 2019, this company completed the acquisition of Zonnepark Rilland B.V. in the Netherlands, which operates a 11.75MW PV solar park.

In summary, Alternus Energy ~~Inc (ALTN)~~ is a holding company that ~~operated~~operates through ~~nineteen~~the following twenty operating subsidiaries as of ~~September 30, 2019:~~March 31, 2020:

The unaudited condensed consolidated financial statements include the consolidated balance sheet, consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) from records maintained by the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2019 annual auditedconsolidated financial statements and accompanying notes filed on Form 10-K. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary, in management’s opinion, to state fairly the Company’s financial position and results of operations for the reported periods.The results of operations for the three months ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full fiscal year for any future period.

Our unaudited condensed consolidated financial statements as of March 31, 2020 and 2019 identify the existence of certain conditions that raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance of this report.

The accompanying unaudited condensed consolidated financial statements ~~for three and nine months ended September 30, 2019 and 2018~~ have been prepared on a going concern basis, which contemplates the realization of assets and the ~~settlement~~satisfaction of liabilities in the normal course of ~~our~~ business. As reflected in the accompanying financial statements, the Company had net loss of ($~~603,093)~~1,672,109) and ~~a net loss of~~ ($~~1,510,941)~~1,384,279) for the ~~nine months~~periods ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

The Company had ~~total~~accumulated shareholders’ equity of ~~$6,041,383~~$2,107,392 and ~~$5,034,365~~$3,878,161 as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, and a working capital deficit of ~~$13,338,540~~$25,266,292 and ~~$14,114,723~~$23,772,002 as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. At ~~September 30, 2019,~~March 31, 2020, the Company had ~~$822,639~~$765,679 of cash on hand.

~~Given~~Our operating revenues are insufficient to fund our operations and our assets already are pledged to secure our indebtedness to various third party secured creditor, respectively. The unavailability of additional financing could require us to delay, scale back or terminate our acquisition efforts as well as our own business activities, which would have a material adverse effect on the ~~current level of cash resources, receivables~~Company and long-term supply contracts, management believes the Company’s current level of operations is sufficient to mitigate such uncertainty for a period of time for at least a twelve months from the time these financials are available. The working capital deficit for 2019its viability and 2018 is largely related to the acquisition of long-term assets that are planned to be refinanced. These assets will also provide long term cash flow to the Company. The Company has executed a term sheet for approximately $15M with a leading European bank to refinance the short term acquisition facility related to the Italian acquisitions and anticipates to close on such financing by year end. The new financing will recapitalize the existing short term debt and eliminate the working capital deficit.prospects.

~~As a result,~~The terms of our indebtedness, including the ~~accompanying financial statements do not include any adjustments related to recoverability~~covenants and ~~classification of asset carrying amounts or~~ the ~~amount~~dates on which principal and ~~classification of liabilities~~interest payments on our indebtedness are due, increases the risk that ~~might result should the company~~we will be unable to continue as a going concern. To continue as a going concern over the next twelve months from the date these financial statements are issued, we must make payments on our debt as they come due and comply with the covenants in the agreements governing our indebtedness or, if we fail to do so, to (i) negotiate and obtain waivers of or forbearances with respect to any defaults that occur with respect to our indebtedness, (ii) amend, replace, refinance or restructure any or all of the agreements governing our indebtedness, and/or (iii) otherwise raise additional capital. However, we cannot provide any assurances that we will be successful in accomplishing any of these plans.

The recent outbreak of the corona virus, also known as "COVID-19", has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the corona virus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as well as on the Company's business activities. The extent to which the corona virus may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time.

The ~~unaudited condensed~~ consolidated financial statements as of ~~September 30,~~March 31, 2020 and 2019 and ~~December 31, 2018~~for the three months then ended include the accounts of the Company and the aforementioned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate.

The preparation of unaudited condensed consolidated financial statements in conformity with ~~GAAP.~~accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses for the periods presented. The most significant estimates with regard to these statements relate to the assumptions utilized in the calculation of stock and warrant compensation expense, asset retirement obligations and impairment of long-lived assets. Actual results could differ from these estimates.

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, and has since issued amendments thereto (collectively referred to as “ASC 606”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a five-step process to achieve this core principle. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues 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. The Company adopted ASC 606 as of January 1, 2019. Results for the reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period results are not adjusted and continue to be reported in accordance with its historic accounting under ASC Topic 605. The Company determined that the new standard did not have any impact on revenue recognition and measurement in its consolidated financial statements.

The Company derives revenues ~~through its subsidiaries~~as single unit from the sale of electricity and the sale of solar renewable energy credits. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity is generated by the solar energy facility and delivered to the ~~grid~~customers at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth in

~~The following table shows the Company’s revenues disaggregated by pricing plans offered to customers:~~

For the Three months Ended
September 30

Net Revenue, by Offtake Type

2019

2018

Feed in Tariff

$ 694,331

$ 273,478

Green Certificates

227,157

194,519

Energy Offtake Agreements

71,517

343,741

Total

$ 993,005

$ 811,738

During the nine months ended September 30, 2019, two customers represented 51% and 30% of revenues and 72% and 4% of accounts receivable balance. During the nine months ended September 30, 2018, one of same customer and one different customer represented 32% and 21% of revenues.

During the three months ended September 30, 2019, two customers represented 41% and 30% of revenues and. During the three months ended September 30, 2018, one of same customer and one different customer represented 40% and 18% of revenues.

The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. Also see ~~Note 3~~Footnote 2 regarding ~~liquidity~~going concern matters.

The Company measures its financial instruments at fair ~~value under GAAP.~~value. Accounting principles generally accepted in the United States of America (U.S. GAAP) establishes a framework for measuring fair value and disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company has level 3 asset and liabilities consisting of asset retirement obligations ~~and warrant liabilities. The asset retirement obligations~~which are not ~~material.~~

As of April 15, 2019 the exercise price of the warrants previously issued in conjunction with the Inmost note became fixed at a price of $0.122 and the derivative liability of $471,837 was reclassified to equity. During the nine months ended September 30, 2019, the Company recorded a change in fair value of $132,976. There was no change in fair value for the three months ended September 30, 2019 or for the three and nine months period ended September 30, 2018. The change in derivative liabilities for the nine months ended September 30, 2019 was as follows:

Balance as of January 1, 2019

$ 338,861

Change in fair value of derivative liability

132,976

Reclassification of derivative liability

(471,837 )
Balance as of September 30, 2019

$ -

We valued the derivative using the Black Scholes method. We calculated the stock price as of the data of revaluation, with a remaining term of the warrants of 2.5 years. The volatility was calculated at 3.3 using the historical stock price and share volume of the company. We used 2.94% as the risk free rate, based on the Treasure rates for the similar period. The warrants were valued using the floor price of $0.122 with a valuation date of April 15, 2019.material

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. 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 input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

~~The Company accounts for income~~Deferred taxes ~~using the~~are provided on a liability ~~method. Deferred~~method whereby deferred tax assets are recognized for deductible temporary differences, operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~expected tax consequences of temporary~~ differences ~~arising~~ between the ~~tax bases~~reported amounts of assets and liabilities and their ~~reported amounts for financial reporting purposes. The Company records valuation~~tax basis. Valuation allowances are established when necessary to reduce ~~its~~ deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of March 31, 2020 the Company has U.S. federal and state net operating loss carryovers of approximately $4,667,136, which will expire at various dates beginning in 2034 through 2037, if not utilized with exception of loss carryovers generated in 2018 and 2019. As a result of Tax Cuts and Jobs Act, net operating losses generated in 2018 and beyond have indefinite lives, but limited to 80% of taxable income in each year. Additionally, as of March 31, 2020, the Company has U.S. federal capital loss carryovers of approximately $949,875, which will expire at various dates beginning in 2020 through 2022, if not utilized against capital gain income. In accordance with Section 382 of the internal revenue code, deductibility of the Company’s U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control as defined under the Section 382 regulations.

In assessing the ~~adequacy~~realization of ~~recorded valuation allowances,~~deferred tax assets, management considers whether it is more likely than not that some portion or all of the ~~Company~~deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers ~~a variety of factors including~~ the scheduled reversal of deferred tax liabilities, projected future taxable income and ~~prudent and feasible~~ tax planning ~~strategies.~~ strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of March 31, 2020 and December 31, 2019 the valuation allowance was $2,512,173.

The Company ~~follows applicable authoritative guidance on~~evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes ~~which, among other things,~~recognized in their financial statements. ASC 740 prescribes a ~~recognition threshold~~comprehensive model for how a company should recognize, present, and ~~measurement attribute for~~disclose uncertain positions that the ~~financial statement recognition and measurement of~~company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. Differences between two positions taken or expected to be taken in a tax return and ~~provides guidance on derecognition, classification, interest,~~the benefit recognized and ~~penalties, accounting in interim periods and disclosure. The amount recognized is subject to estimate and management judgment with respect~~measured pursuant to the ~~likely outcome of each uncertain tax position. The amount that~~interpretation are referred to as “unrecognized benefits”. A liability is ~~ultimately sustained~~recognized for an ~~individual uncertain~~unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position ~~or for all uncertain tax positions in~~that was not recognized as a result of applying the ~~aggregate could differ from the amount recognized. As~~provisions of September 30, 2019 and December 31, 2018, the Company is anticipating to reflect a tax loss for the year and therefore no provision was recorded. Penalties and interest assessed by income tax authorities would be included in income tax expense. For the three and nine months ended September 30, 2019 and 2018, the Company did not incur any penalties or interest. As of December 31, 2018, the Company accrued $180,000 related to noncompliance of administrative filing for their foreign entities for the periods 2012 – 2017.ASC 740.

The Company accounts for stock-based compensation in accordance with ~~Accounting Standards Codification (ASC)~~ASC 718. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.

Net income (loss) per common share is computed pursuant to section 260 of the FASB ~~ASC.~~Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. As of ~~September 30, 2019,~~March 31, 2020, the Company had 13,053,235 ofcommon shares underlying warrants, and ~~9,087,048 of~~10,137,054 common shares underlying convertible ~~shares~~notes associated with debt issuance. As of ~~September 30, 2018,~~March 31, 2019, the Company had ~~6,986,828 of~~13,543,235 common shares underlying warrants, and ~~2,772,218 of~~1,218,681 common shares underlying convertible ~~shares~~notes associated with debt issuance. For both 2020 and 2019, the potentially dilutive shares were excluded since they were anti-dilutive.

The functional currency of our foreign subsidiaries is typically the applicable local currency which is Romania Lei, Japanese Yen or European Union Euros. The translation from the respective foreign currency to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using an average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income.

Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company had an immaterial net foreign exchange loss for the period ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The foreign currency exchange gains and losses are included as a component of general and administrative expenses in the accompanying ~~Condensed~~ Consolidated Statements of Operations and Comprehensive Loss. For the ~~nine months~~three month period ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the increase ~~(decrease)~~ in accumulated comprehensive ~~gain (loss)~~loss related to foreign currency translation adjustments was ~~($589,760)~~$130,263 and ~~($193,113), respectively. For the three months ended September 30, 2019 and 2018, the increase (decrease) in accumulated comprehensive gain (loss) was ($421,960) and $59,450 in 2018,~~$317,664, respectively.

We apply the accounting standards for distinguishing liabilities from equity under U.S. GAAP when determining the classification and measurement of our convertible preferred stock. Preferred Stock subject to mandatory redemption is classified as liability instruments and is measured at fair value. Conditionally redeemable Preferred Stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, preferred stock is classified as permanent equity.

The Company follows the guidance in Section 855 of the FASB ~~ASC~~Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. ~~The~~Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company considers its financial statements issued when they are widely distributed to users, such as through filing them with ~~OTC Markets.~~the Securities and Exchange Commission. No subsequent events required disclosure except for those in Note 11.

On January 1, 2019, the Company adopted ASU 2016-18. The adoption had an impact on the Company’s beginning of the period and end of the period cash and cash equivalents balance in its statement of cash flows. Restricted cash at the end of March 31, 2020 and December 31, 2019 was related to debt service reserve and maintenance reserves required by third party senior lender. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that equals the total of the same amounts reported in the consolidated statement of cash flows:

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019

Cash and cash equivalents	$	822,639	$	1,026,533	$	765,679,	$	1,076,995
Restricted cash for future acquisitions		-		8,857,966
Restricted cash						342,729		349,434
Total cash, cash equivalents, and restricted cash	$	822,639	$	9,884,499	$	1,108,407	$	1,426,429

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance in this ASU expands the scope of ASC Topic 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. This amendment is effective for annual and ~~interim~~period starting on January 1^st, 2019. The ASU No. 2018-07 adoption did not have a material impact on ~~its financial position, results of operations or financial statement disclosure.~~

In December 2018 the FASB issued ASU 2018-02 “02 Income Statement—Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The adoption of ASU No. 2018-02 did not have a material impact on the Company’s financial position, results of operations or financial statement disclosure.

In February 2016, the FASB issued ASU ~~No.~~ 2016-02, Leases (Topic 842), ~~which establishes~~to increase transparency and comparability among organizations by recognizing a ~~new lease accounting model for lessees. The updated guidance requires an entity to recognize assets~~right-of-use asset and ~~liabilities arising from~~ a lease liability on the balance sheet for ~~both~~all leases with terms longer than 12 months. Leases will be classified as either operating or financing, ~~and operating leases, along~~ with ~~additional qualitative and quantitative disclosures. In June 2018,~~such classifications affecting the ~~FASB issued~~pattern of expense recognition in the income statement. ASU ~~No. 2018-10, Codification Improvements to Topic 842, Leases, which further clarifies how to apply certain aspects of the new lease standard. Topic 842~~2016-02 is effective ~~for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2018 and for all other entities~~ for fiscal years beginning after December 15, 2019, ~~with~~and early adoption is permitted. ASU 2016-02 was recently delayed for emerging growth companies that elected to adopt new accounting standards on the adoption date required for private companies and will be effective for the Company’s annual reporting period in 2022 and interim periods beginning first quarter of 2023. The Company is evaluating the impact ASU 2016-02 will have on its financial statements and associated disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326). This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. The update will replace the current incurred loss model with an expected loss model. Under the incurred loss model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (that is has been “incurred”). Under the expected loss model, a loss (or allowance) is recognized upon initial recognitions of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The incurred loss model considers past events and conditions, while the expected loss model includes expectations for the future which have yet to occur. ASU 2018-19 was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. As an Emerging Growth Company, the standard is effective for the Company’s 2022 annual reporting period and interim periods beginning first quarter of 2023. The Company is evaluating the impact of ASU 2016-13 will have on its financial statements and associated disclosures.

On December 18, 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. The Company is currently evaluating the effect that the adoption of ASU ~~2016-02~~2019-12 will have on its consolidated financial statement. The guidance is effective January 1, 2021 with early adoption permitted.

In November 2016 the FASB issued ASU 2016-18, which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The amendments in this update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. This update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The company believe the adoption of ASU No. 2018-10 will not have a material impact on the Company’s financial position, results of operations or financial statement disclosure.

In April 2019, PC-Italia-02 S.R.l., a wholly owned subsidiary of Alternus Energy Inc.’s (the “Company”) Netherlands’ subsidiary, completed the acquisition of 100% of the share capital of 4 out of 5 SPVs (Special Purpose Vehicles) the Company planned to purchase under a definitive sale and purchase agreement signed with Risen Energy PV Holding Italy GmbH and Risen Energy (HongKong) Co., Limited. The total acquisition consisted of 7 operating photovoltaic plants located in Italy having a total installed capacity of 5.1 MWs in exchange for approximately $8.1M cash, less $1.5M held back for the acquisition of the 5^th SPV, and less $0.4M held in escrow for 2 months from closing against certain tax open items and as a hold back for any unexpected items not found in due diligence. The purchase was treated as business combination, as defined by ASC 805, ~~Business Combinations.~~

The fair value of the purchase consideration issued to the sellers of the project was allocated to the net assets acquired. The Company accounted for the acquisition as the purchase of a business under U.S. GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $9.9 million. The excess of the aggregate fair value of the net tangible assets has been treated as a gain on bargain purchase in accordance with ASC 805. The purchase price allocation was based, in part, on management’s knowledge of the project and the results of a fair value assessment that the Company performed.

The Company then undertook a review to determine what factors might contribute to a bargain purchase and if it was reasonable for a bargain purchase to occur. The main reason for the bargain purchase price was a motivated seller who was looking to exit the business. The seller is manufacture of product for the solar industry and not an operator. Part of their strategy to increase product sales is to develop and construct solar projects. The seller is not a long-term operator like Alternus, so their strategy is to not keep operating assets on their books for the long-term. Also, because of the small size of the operating assets we purchased and the fact that they were spread out across Italy made it more difficult for Risen to manage the assets since they are not an operator. This led to their willingness to sale the assets at a market discount. Subsequent to the acquisition of Risen facility, Alternus Energy signed a letter of intent with Risen to purchase an additional 10MWs of similar solar Projects at a price of 18.5M (euros). The price per MW was 1.85M (Euros) for an uninstalled asset as compared to the 1.35M (euros) they sold the operating asset for. This further supports that the Company position that Risen was a motivated seller and did not want to be an operator. Further, at the time of sale, Alternus has no side agreement or other commitment to purchase any assets from Risen. The difference between the bargain purchase gain at acquisition and the amount on the income statement is due to foreign currency translation.

As of ~~September 30,~~March 31, 2020 and December 31, 2019, the Company had ~~$23,205,969 of~~ net investment in energy property, as outlined in the table below.

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Solar energy facilities operating	$	25,463,841		$	16,278,252		$	35,440,178		$	36,123,412
Less accumulated depreciation and amortization		(2,257,872	)		(1,538,485	)
Less accumulated depreciation								(3,076,792	)		(2,663,934	)
Net Assets	$	23,205,969		$	14,739,767		$	32,362,386		$	33,459,478

The estimated useful life remaining on the investment in energy property and ~~intangible~~ asset retirement obligation is between 15 and 25 years.

Depreciation ~~and amortization expense for the nine months ended September 30, 2019 and 2018, was $831,184 and $541,314, respectively.~~

~~Depreciation~~ expense for the three months ended ~~September 30,~~March 31, 2020 and 2019, was $509,332 and ~~2018, was $344,980 and $152,079, respectively.~~$167,471, respectively

The Company leases various equipment under capital leases. Assets held under capital leases are included in property and equipment as follows:

We have acquired equipment through a capital lease ~~obligations~~obligation for the Sant’Angelo park in Italy. As of ~~September 30, 2019,~~March 31, 2020, there was ~~$1,005,526~~$971,186 remaining on the lease of which ~~$81,387~~$86,101, net of interest, was the short-term portion. The lease commenced in 2011, has a term of 18 years and will expire in September 2029. Interest is calculated on the outstanding principal based on EURIBOR 3 months (EUR3M) plus an agreed margin for the lender. The average interest rate based on previous ~~years~~year is approximately 4.5% per annum. This interest amount may vary due to future changes in EUR3M index.

Capital lease future minimum payments for each of the next five years and thereafter is as follows:

2019		34,071
2020		136,283			102,992
2021		136,283			137,322
2022		136,283			137,322
2023		136,283			137,322
2024					137,322
Thereafter		726,838			608,260
		1,306,041			1,260,540
Less Interest Expense		(300,515	)		(289,355	)
	$	1,005,526		$	971,185

The following table reflects the total debt balances of the Company as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Short term line of credit	$	68,888		$	73,560		$	34,123		$	35,120
Promissory notes related parties		104,491			207,753			-			48,821
Convertible notes related parties		291,540			284,000			291,540			291,540
Senior secured debt		9,275,110			10,192,603			19,243,800			19,575,794
Promissory notes		13,235,466			13,278,803			15,191,303			15,478,536
Convertible promissory notes		1,659,867			1,097,289			2,430,140			2,169,401
Gross debt		24,635,362			25,134,007			37,190,906			37,599,212
Debt discount		(468,224	)		(303,563	)		(444,977	)		(784,130	)
Net debt		24,167,138			24,830,444			36,745,929			36,815,082
Less current maturities		(13,779,018	)		(14,510,204	)
Less Current Maturities								(23,107,839	)		(22,705,665	)
Long Term Debt, net of current maturities	$	10,388,120		$	10,320,240		$	13,638,090		$	14,109,418

	2019			2020			2021		2022		2023		Thereafter		Total			2020			2021			2022		2023		2024		Thereafter		Total
Gross debt	$	14,164,869		$	3,979,179		$	2,073,586	$	248,357	$	253,450	$	3,915,921	$	24,635,362		$	23,409,856		$	1,102,888		$	1,108,229	$	1,113,219	$	1,118,312	$	9,338,402	$	37,190,906
Debt discount		(385,851	)		(82,373	)										(468,224	)		(302,017	)		(142,960	)		-		-		-		-		(444,977	)
Net debt	$	13,779,018		$	3,896,806		$	2,073,586	$	248,357	$	253,450	$	3,915,921	$	24,167,138		$	23,107,839		$	959,928		$	1,108,229	$	1,113,219	$	1,118,312	$	9,338,402	$	36,745,929

In March of 2019, in order to complete additional solar park acquisitions in Italy, the Company entered into certain loan agreement with a third party accredited investor (the “Lender”), in connection with the Company’s Netherlands subsidiary, AE Europe B.V. The loan amount as of September 30, 2019 was $2,893,986 with an interest rate of 12% and a term of twelve months. The proceeds of which were used to pay down existing senior secured debt.

In June of 2019, the Company entered into certain agreements with a third party accredited investor (the “Lender”), in connection with the Company’s Netherlands subsidiary, AE Europe B.V. The loan amount as of September 30, 2019 was $9,418,549 with an interest rate of 7.5% and a term of ten months. The proceeds of which were used to pay down existing senior secured debt.

In February of 2019, the terms under which all cash previously loaned by VestCo Corp., a company owned and controlled by, the Company’s CEO, to the Company to date has been amended and restated under the identical investment transaction terms as described below, pursuant to which the Corporation executed a Securities Purchase Agreement with VestCo Corp. and issued to VestCo Corp. i) a convertible promissory note with a 15% OID, and therefore having a Principal Amount of $291,539, having a two year term, secured behind a third party accredited investor via a US UCC filing on all assets of the Corporation, having a call option right for the noteholder, a redemption right for the Corporation, and convertible at $0.20 per share, and ii) a warrant to purchase up to 619,522 shares of the Corporation’s common stock, exercisable at $0.25 per share or through its cashless exercise provision and having a 4 year term.

~~In February of 2019,~~January 2020, the Company entered into a Securities Purchase Agreement with ~~4 accredited investors (the “Lenders”), in connection with~~ an investment of a total amount of $300,000, and pursuant to which the Company issued i) a convertible promissory note with a 15% OID, having a two year term, secured behind a third party accredited investor via a US UCC filing on all assets of the Company, having a call option right for the noteholder, a redemption right for the Corporation, and convertible at $0.20 per share., and ii) a warrant to purchase shares of the Corporation’s common stock equal to 50% of the total number of shares if the Note is fully converted, divided by the Exercise Price of $0.25, (equal to a total of 750,000 warrants) subject to adjustment as provided therein, exercisable at $0.25 per share or through its cashless exercise provision and having a 4 year term. We recorded a debt discount of $123,805 related to the warrants issued for both the February 2019, related party note and convertible promissory note.

In May of 2019, the Corporation entered into Securities Purchase Agreements with 4 accredited investors (the “Lenders”), in connection with an investment of up to a total amount of $150,000, and pursuant to which the Corporation issued a convertible promissory note with a 15% OID, having a two year term, secured behind an accredited investors via a US UCC filing on all assets of the Corporation, having a call option right for the noteholder, a redemption right for the Corporation, and convertible at $0.25 per share, and a warrant to purchase shares of the Corporation’s common stock equal to 25% of such Lender’s investment divided by the Conversion Price of $0.25, subject to adjustment as provided therein, exercisable at $0.30 per share and having a 3 year term. We recorded $36,000 for the warrant cost allocated to debt discount and $110,118 for the beneficial conversion cost related to the convertible debt.

~~In May of 2019, the Corporation entered into a Securities Purchase Agreement with another~~ accredited investor (the “Lender”), in connection with an investment of ~~$500,000,~~$250,000, and pursuant to which the ~~Corporation~~Company issued a convertible promissory note accruing 12% interest per annum with bi-annual interest payments, having a two year term, senior in priority to all obligations of the Company other than the Company’s obligations to an accredited investor and its affiliated investment funds, or a similar replacement thereto, having a call option right for the noteholder (such right commences on the anniversary of the issuance date), a redemption right for the Corporation (provided the Company is listed on a national exchange and its per share value exceeds a $.55 per share, as defined), and convertible at ~~$0.25~~$0.20 per share.

In January of 2020, ALTN HoldCo UG entered into a construction financing loan with DKB Bank in Germany. This relates to the construction of 6 photovoltaic installations in Germany with an interest rate of 1.74% and a term of one year. As of March 31, 2020 there was $483,183 drawn on this loan. The total loan commitment is approximately $3.1M

In February of 2020, the Corporation entered into a Securities Purchase Agreement with another accredited investor (the “Lender”), in connection with an investment of $105,000, and pursuant to which the Company issued a ~~convertible loan~~promissory note ~~for $1,000,000 to World Global Assets Pte. Ltd. (WGA), in conjunction with the spin out of WRMT. The note had a three-year term, accrued no interest, and was~~ convertible at ~~a fixed~~65% of the lowest trading price of ~~$0.20~~the Company's Class A Common Stock for the last 15 trading days prior to conversion, commencing in August 2020, and accruing 10% interest per share, subject to certain triggers and restrictions. In 2016 a portion of the convertible loan note of approximately $300,000 was assigned to various third parties and is now convertible at market price,annum, with ~~a floor price of $0.20 per share and~~ a maturity date of ~~September 30, 2019. As of September 30, 2019 the remaining principal amount was $244,800.~~February 10, 2021.

The Company is not currently involved in or aware of any litigation that could result in a ~~loss. There~~material loss other than the following: On February 11, 2020 Unisun obtained leave from the interim relief judge of the Court of Amsterdam for three prejudgment attachments on the shares of 3 subsidiaries of Alternus, to secure an outstanding amount owed pursuant to an outstanding loan of EUR 1,689,864 plus interest and agreed penalties. Unisun also started proceedings on the merits to claim the amounts due under this loan and the penalties. The court proceedings commenced on September 16, 2020 and we have until October 28, 2020 to submit our statement of defense. On March 24, 2020, the Company entered into a securities purchase agreement with Ultramar Energy Ltd., an accredited foreign investor, pursuant to which the Company expected to receive gross proceeds of $3.0 million, before deducting transaction costs, fees and expenses. On April 7, 2020 the Company entered into a Settlement Agreement with Unisun to resolve and settle these claims.The Company intended to use a portion of the net proceeds from Ultramar Energy to repay this loan to Unisun in the amount of $2.0 million to resolve and settle the claim. However, as of the date of this filing, the proceeds have not been received from Ultramar Energy Ltd. and there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers ofguarantee that the Company ~~or any of its subsidiaries, threatened against or affecting~~will ever receive the Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.proceeds; therefore the Settlement Agreement has been terminated.

On March 6, 2019, the Company signed a lease for office space located in Dublin, Ireland, having a term of ten years, with a break option at the end of year five. The estimated payments ~~is $53,673~~are $54,226 per annum, to be paid quarterly. Also the Company paid a six month security deposit in the sum of ~~$28,134.~~$36,820.

~~Our~~As part of the Rilland acquisition, the Company acquired a twenty-five year lease. The annual lease payment is $137,859 for the first fifteen years and $55,969 for years sixteen through twenty five.

The Company’s Romanian operations lease the land for ~~the~~its solar ~~park.~~parks. The combined estimated annual cost of ~~$8,871 for 2019 and $7,376 thereafter.~~$16,042. The leases commenced in ~~2013~~2012 and run for 2520 years.

In the ~~nine months ended September 30, 2019, 5,855,000~~first quarter of 2020, the Corporation issued 135,368 shares of Class A common stock ~~were issued to consultants for services rendered, 310,876 shares were issued~~ as fees related to third party investment, and ~~16,000,000~~33,250 shares of restricted Class A common stock were issued to ~~officers and directors~~a consultant for ~~continued~~ services ~~and performance.~~rendered. The total value was based on the closing stock price of our common stock on the various dates of issuance, and ~~equals $1,458,114.~~equal to $29,150.

On ~~August 19, 2019~~March 20, 2020, the Company received a ~~Stock Exchange Agreement was entered into by and among Alternus Energy Inc. (the “Company”) and its majority shareholder,~~notice of conversion from Growthcap Investments Inc. (“GII”) ~~whereby GII returned 50,000,000 shares of ALTN common stock, which were cancelled and returned to the total authorized but unissued shares of common stock~~, a related party of the ~~Company, in exchange for 5,000,000~~CEO, to convert the entirety of its shares of Series E Convertible Preferred Stock, ~~of the Company. The Series E Convertible Preferred,~~ with respect to dividends, rank pari passu with the Common Stock, and with respect to distributions upon liquidation, dissolution or winding up of the Company, rank senior to the Common Stock and junior to any other series of Preferred Stock. The fair value attributed to the liquidation preference was not deemed material and was limited to thea stated value of $0.001 per share, into an aggregate of 50,000,000 shares of the ~~preferred stock.~~Company’s Class A Common Stock (the “Conversion”). On March 20, 2020, the Company effected the Conversion and issued to GII an aggregate of 50,000,000 shares of Class A Common Stock.

In June, 2019, the Board of Directors approved the Company’s 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, stock grants, and stock units (collectively, the “Awards”). Awards may be granted under the 2019 Plan to our employees, directors and consultants (collectively, the “Participants”). The maximum number of shares of common stock available for issuance under the 2019 Plan is 22,500,000 shares. The shares of common stock subject to stock awards granted under the 2019 Plan that expire, are forfeited because of a failure to vest, or otherwise terminate without being exercised in full will return to the 2019 Plan and be available for issuance under the 2019 Plan. As of September 30, 2019 no awards have been granted.

As of ~~September 30, 2019,~~March 31, 2020, warrants to purchase up to 13,053,235 shares of restricted common stock were issued and outstanding. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, the Company issued 1,257,022 warrants exercisable at $0.25 per share and having a 4 year term from the date of issuance. The Company also issued 150,000 warrants exercisable at $.30 per share having a 3 year term from the date of issuance. These warrants related to financing activities and were recorded as a debt discount using the relative fair value method.did not issue any warrants.

John Thomas, a Director of the Company, is also the owner and managing director of a merchant bank offering advisory services. The Company contracted with the related party in June of 2017 to provide certain consulting services to the Company. The related party was paid $50,000 and $10,000 for the nine months ended 2019 and 2018 respectively. As of June 28, 2019, this agreement was terminated.

The Company has one operating segment and the decision-making group is the senior executive management team. The Company manages the segment by country focusing on gross profit by country.

For the Nine Months Ended Sep 30

Net Revenue, by Country

2019

2018

Italy

$ 1,397,061

$ 772,429

Romania

777,237

1,450,008

Germany

122,666

-

Total

$ 2,296,964

$ 2,222,437

Investment In Energy Property and Equipment, Net					March 31, 2020		December 31, 2019
Romania					$	4,625,777	$	4,772,109
Italy						16,489,583		17,067,553
Germany						1,608,323		1,661,516
Netherlands						9,638,703		9,958,300
	Forthe Nine Months Ended Sep 30				$	32,362,386	$	33,459,478
Gross Profit, by Country	2019		2018
Italy	$	1,224,982	$	645,601
Romania		385,537		498,403
Germany		122,666		-
Total	$	1,733,185	$	1,144,004

For the Three Months Ended Sep 30th

Net Revenue, by Country

2019

2018

Italy

$ 644,132

$ 273,478

Romania

298,674

538,260

Germany

50,199

-

Total

$ 993,005

$ 811,738

For the Three Months Ended Sep 30th

Gross Profit, by Country

2019

2018

Italy

$ 546,080

$ 210,912

Romania

151,533

226,417

Germany

50,199

-

Total

$ 747,812

$ 437,329

In accordance with ASC 855, Subsequent Events, we have evaluated subsequent events through the date of issuance of these unaudited condensed financial statements. During this period, we had the following materially recognizable subsequent events.

In April of 2020, the Company entered into a Securities Purchase Agreement with an accredited investor in connection with an investment of $53,000, and pursuant to which the Company issued a promissory note convertible at 65% of the lowest trading price of the Company's Class A Common Stock for the last 15 trading days prior to ~~Common Class B Stock Exchange~~conversion, and accruing 10% interest per annum, with a maturity date of April 6, 2021.

On ~~October 9, 2019 a Stock Exchange Agreement was~~April 7, 2020 the Company entered into bya Settlement Agreement with Unisun whereby the Company agreed to pay Unisun $2,000,000 as full settlement for all the outstanding amounts owed under the loan from Unisun and among Company and VestCo Corp. (“VestCo”), a company owned and controlled by Vincent Browne, our Chairman and CEO, whereby VestCo returned 15,000,000 shares of ALTN common stock, which were cancelled and returnedrelated to the ~~total authorized but unissued~~acquisition of Zonnepark Rilland, other than a potential earn out. On April 16, 2020, the Company received a Notice of Default from Unisun regarding the Settlement Agreement, and on April 23, 2020 Unisun terminated the Settlement Agreement due to nonpayment.Court proceedings on the merits of Unisun’s claim of the amounts due under this loan and the penalties commenced on September 16, 2020, and we have until October 28, 2020 to submit our statement of defense.

On May 25, 2020 the Company filed a Form 15 with the Securities and Exchange Commission in order to deregister its shares.

On May 22, 2020, the Corporation issued 700,000 shares of Class A common stock to two consultants for services rendered. The total value was based on the closing stock price of our common stock on the various dates of issuance, equals $77,000.

On June 12, 2020, Alternus Energy International Limited (“Alternus” or the “Purchaser”), a wholly owned subsidiary of the Company, and Sycamore Capital (Italy) Limited (the “Seller”) entered into a Share Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, the Seller agreed to sell to Alternus 100% of the share capital of Solar Sicily S.r.l., an Italian SPV that owns the project rights to develop and construct a 102 MW ground-mounted solar photovoltaic (PV) power plant in Sicily, Italy (the “Project”), in exchange for ~~15,000,000~~approximately $15.4 million (€14 million), to be paid on closing (the “Purchase Price”).

In July, the Company incorporated 3 new wholly owned subsidiaries, one in the Netherlands, AEN 02 B.V, and two in Italy, PC-Italia-04 Srl, which is wholly owned by AEN 02 BV, and PC-Italia-03 Srl, which is wholly owned by Alternus Energy International Ltd. These companies were incorporated to acquire various special purpose vehicles (SPVs), project rights and other solar energy assets in various locations across Europe.

On August 12, 2020, the Company issued an option to purchase up to 100,000 shares of ~~Class B Common~~restricted common stock under the Corporation’s 2019 Stock ~~of the Company. The rights of the holders of Class A Common Stock~~Incentive Plan, having a three year vesting schedule and ~~Class B Common Stock shall be identical other than voting rights; the holder of each~~exercisable at $0.10 per share ~~of Class B Common Stock shall be entitled to five votes for each such share.~~with a cashless exercise provision.

On August 12, 2020, the Company guaranteed a 9.15 million RON (equivalent to approximately US$2.0M) promissory note issued by both of its subsidiaries, Power Clouds S.R.L., and F.R.A.N. Energy Investment SRL two Romanian companies to OTP Bank in Romania, which is secured in first position against the Romanian solar parks and customer contracts held, accruing interest annually at a rate of ROBOR 3M + 3.3% and having a term of 10 years.

We are a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act. Accordingly, we have omitted certain information called for by this Item as permitted by applicable scaled disclosure rules.

The following is a discussion and analysis of our financial condition and results of operations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. You should read this discussion and analysis together with our Condensed Consolidated Financial Statements and related notes and the other financial information included elsewhere in the registration statement. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in the registration statement, our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

We are a global independent power producer (“IPP”). We develop, own and operate solar PV parks that connect directly to national power grids. Our current revenue streams are generated from long-term, government-mandated, fixed price supply contracts with terms of between 15-20 years in the form of government Feed-In-Tariffs (“FiT”) and other energy incentives. Our current contracts deliver annual revenues, of which approximately 75% are generated from these sources with the remaining 25% deriving from revenues generated under contracted Power Purchase Agreements (“PPA”) with other energy operators and by sales to the general energy market in the countries we operate. In general, these contracts generate an average sales rate for every kWh of green energy produced by our solar parks. Our current focus is on the European solar PV market. However, we are also actively exploring opportunities in other countries outside of Europe.

The Company is not a manufacturer of solar panels or other related equipment but generates 100% of its revenues from energy sales under long term contracts as described above. By design, we currently focus exclusively on energy generation and as a result, we are technology agnostic and can therefore customize our solar parks based on local environmental and regulatory requirements and continue to take advantage of falling component prices over time.

Overall, the current proforma annual revenues contracted by our owned projects is approximately ~~$5.8~~$4.3 million, which delivers an annual ~~proforma~~ EBITDA of approximately ~~$3.25~~$3.5 million when the parks are fully operational. Underlying group annual EBITDA is a non-GAAP measure. We measure EBITDA as net income and addback interest, taxes, depreciation and amortization expense.

We use annual contracted revenues as a key metric in our financial management of the business as we feel it better reflects the long-term stability of operations. Annual contracted revenues is defined as the estimated future revenue based on the remaining term, price and estimated production of the offtake contract of the solar park. It must be noted that the actual revenues reported by the Company in a particular year may be lower than the annual contracted revenues because not all parks may be revenue generating for the full year in their first year of operation, and also to allow for timing of acquisitions that take place throughout the financial year.

Our goal is to grow our asset base and within our operations provide sufficient liquidity for recurring growth capital expenditures and general purposes. We expect to achieve this growth and deliver returns by focusing on the following initiatives:

We focus on sourcing off-market transactions at more attractive valuations than ~~auction~~tender processes. We believe that targeting smaller solar projects 1MW to 20 MWs and working ~~within~~with in country developer partners allows us to acquire high quality assets at attractive relative values. We continue to develop an acquisition pipeline across our scope of operations.

We believe there is significant opportunity to enhance our cash flow through optimizing the performance of our existing assets. As our recently announced long-term service ~~agreements~~agreement with BayWa r.e. ~~and AlsoEnergy,~~, such agreements provide reduction in operations and maintenance expense, provide 24/7 monitoring of our assets and increase revenue through deployment of technology.

Our revenue is primarily a function of the volume of electricity generated and sold by our renewable energy facilities as well as, where applicable, the sale of green energy certificates and other environmental attributes related to energy generation. Our current portfolio of renewable energy facilities is generally contracted under long-term FiT program or PPAs with creditworthy counterparties. As of ~~September 30, 2019,~~March 31, 2020, the weighted average remaining life of our FiT and PPAs was 13 years. Pricing of the electricity sold under these FiT and PPAs is generally fixed for the duration of the contract, although some of our PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA.

We also generate RECs as we produce electricity. RECs are accounted for as governmental incentives and are considered operational revenue as part of the solar facilities. These RECs are currently sold pursuant to agreements with third parties and the ~~arrangements~~revenue is recognized as the underlying electricity is generated.

Our revenue is a function of the volume of electricity generated and sold by our renewable energy facilities. The volume of electricity generated and sold by our renewable energy facilities during a particular period is impacted by the number of facilities that have achieved commercial operations, as well as both scheduled and unexpected repair and maintenance required to keep our facilities operational.

The costs we incur to operate, maintain and manage our renewable energy facilities also affect our results of operations. Equipment performance represents the primary factor affecting our operating results because equipment downtime impacts the volume of the electricity that we are able to generate from our renewable energy facilities. The volume of electricity generated and sold by our facilities will also be negatively impacted if any facilities experience higher than normal downtime as a result of equipment failures, electrical grid disruption or curtailment, weather disruptions, or other events beyond our control.

The amount of electricity produced and revenues generated by our solar generation facilities is dependent in part on the amount of sunlight, or irradiation, where the assets are located. As shorter daylight hours in winter months result in less irradiation, the electricity generated by these facilities will vary depending on the season. Irradiation can also be variable at a particular location from period to period due to weather or other meteorological patterns, which can affect operating results. As the majority of our solar power plants are located in the Northern Hemisphere (Europe) we expect our current solar portfolio’s power generation to be at its lowest during the first and fourth quarters of each year. Therefore, we expect our first and fourth quarter solar revenue to be lower than in other quarters. As a result, on average, each solar park generates approximately 15% of its annual revenues in Q1 every year, 35% in each of Q2 and Q3, and the remaining 15% in Q4. Our costs are relatively flat over a year, and so we will always report lower profits in Q1 and Q4 as compared to the middle of the year.

Interest rates on our senior debt are mostly fixed for the full term of the finance at ~~low~~ interest rates ranging from 1.8% to ~~4.2%~~6.3%. The relative certainty of cash flows and the fixed nature of the senior debt payments provide sufficient coverage ratios. Additionally, our senior financing is project specific with no cross-collateralization and with no recourse to the parent. In this environment all free cash flows therefore are available to cover corporate costs and for reinvestment in new projects.

In addition to the project specific senior debt, we use a small amount of promissory notes that reduces, and in some cases eliminates, the requirement for us to provide equity in the acquisition of the projects. As of ~~September 2019, 88%~~March 31, 2020, 91% of our total ~~liabilities~~debt was project related debt.

In certain cases, we obtain project-level or other limited or non-recourse financing for our renewable energy facilities which may limit our ability to distribute funds to the parent company, Alternus Energy Inc. for corporate operational costs. These limitations typically require that the project-level cash is used to meet debt obligations and fund operating reserves of the operating subsidiary. These financing arrangements also generally limit our ability to distribute funds generated from the projects if defaults have occurred or would occur with the giving of notice or the lapse of time, or both.

Our long-term growth strategy is dependent on our ability to acquire additional renewable power generation assets. This growth is expected to be comprised of additional acquisitions across our scope of operations both in our current focus countries and new countries.

Renewable power has been one of the fastest growing sources of electricity generation globally over the past decade. We expect the renewable energy generation segment in particular to continue to offer growth opportunities driven by:

Our ability to acquire additional clean power generation assets and manage our other commitments will likely be dependent on our ability to raise or borrow additional funds and access debt and equity capital markets, including the equity capital markets, the corporate debt markets and the project finance market for project-level debt. We accessed the capital markets several times in ~~2018~~2019 and ~~2019,~~2020, including in connection with long-term project debt, and corporate loans and equity. Limitations on our ability to access the corporate and project finance debt and equity capital markets in the future on terms that are accretive to our existing cash flows would be expected to negatively affect our results of operations, business and future growth.

Our operating results are reported in United States Dollars. Our current projects revenue and expenses are generated in other currencies, including the Euro, and the Romanian ~~LEI.~~RON. This mix may continue to change in the future if we elect to alter the mix of our portfolio within our existing markets or elect to expand into new markets. In addition, our investments (including intercompany loans) in renewable energy facilities in foreign countries are exposed to foreign currency fluctuations. As a result, we expect our revenues and expenses will be exposed to foreign exchange fluctuations in local currencies where our renewable energy facilities are located. To the extent we do not hedge these exposures, fluctuations in foreign exchange rates could negatively impact our profitability and financial position.

EPC costs for solar projects include the costs of construction, connection and procurement. The most significant contributor to EPC costs is the cost of components such as modules, inverters and mounting systems. Our supplier and technology, agnosticism, our strong supply chain management and our strong relationships with equipment suppliers have enabled us to historically purchase equipment at relatively competitive technical performance, prices, terms and conditions.

In recent years, the prices of modules, inverters and mounting systems have decreased as a result of oversupply and improving technology. As the costs of our components have decreased, our solar parks have become more cost competitive and our profitability has increased. As a result, our solar parks have begun to offer electricity at increasingly competitive rates, which has increased the attractiveness of our investment return and our revenue. We expect the cost of components will continue to gradually decrease. Moreover, newly commercialized PV technologies are expected to further drive down EPC costs and increase the energy output of PV systems, which will further increase the competitiveness of our solar parks and allow solar energy to achieve grid parity in more and more markets.

We regularly review a number of operating metrics to evaluate our performance, identify trends affecting our business, formulate financial projections and make certain strategic decisions. We consider a solar park operating when it has achieved connection and begins selling electricity to the energy grid.

We measure the electricity-generating production capacity of our renewable energy facilities in nameplate capacity. We express nameplate capacity in direct current (“DC”), for all facilities. The size of our renewable energy facilities varies significantly among the assets comprising our portfolio.

We believe the combined nameplate capacity of our portfolio is indicative of our overall production capacity and period to period comparisons of our nameplate capacity are indicative of the growth rate of our business. The table below outlines our operating renewable energy facilities as of ~~June 30, 2019,~~March 31, 2020, and December 31, ~~2018.~~2019.

	As of September 30,		As of December 31,		As of March 31,		As of December 31,
MWs (DC) Nameplate Capacity by Country	2019		2018		2020		2019
Romania		6.1		6.1		6.1		6.1
Italy		7.9		2.9		7.9		7.9
Germany		1.3		1.1		1.4		1.4
Netherlands						11.8		11.8
Total		15.3		10.1		27.2		27.2

~~In addition to the above, as of September 30, 2019, we own an additional 13.7MW of projects that are still under construction.~~

Megawatt hours (“MWh”) sold refers to the actual volume of electricity sold by our renewable energy facilities during a particular period. We track kWh sold as an indicator of our ability to realize cash flows from the generation of electricity at our renewable energy facilities. Our kWh sold for renewable energy facilities for the ~~nine~~three months ended ~~September~~March 31, 2020 and 2019, ~~and 2018,~~ were as follows:

kWhs by Country	2019		2018
MWhs by Country					2020		2019
Romania		5,346,886		5,912,316		1,584.2		1,074.6
Italy		4,508,251		1,816,717		1,058.1		528.8
Germany		933,446		-		169.4		108.4
Netherlands						1,631.9		-
Total		10,788,583		7,729,033		4,443.6		1,711.8

~~Our kWh sold for renewable energy facilities for the three months ended September 2019 and 2018, were as follows:~~

The following table illustrates the consolidated results of operations for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, and for the nine months ended September 30, 2019 and 2018:~~:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended March 31
	2019			2018			2019			2018			2020			2019
Revenues	$	993,005		$	811,738		$	2,296,964		$	2,222,437		$	697,703		$	370,131
Cost of revenues		(245,193	)		(374,409	)		(563,779	)		(1,078,433	)		(326,973	)		(157,008	)
Gross Profit		747,812			437,329			1,733,185			1,144,004			370,730			213,123
Operating Expenses
Selling, general and administrative		926,514			225,330			2,978,418			774,265			868,866			542,557
Loss on disposal of asset		-			351,723			-			351,723
Depreciation and amortization		344,980			152,079			831,184			541,314			509,332			167,470
Total Operating Expenses		1,271,494			729,132			3,809,602			1,667,302			1,378,198			710,027
Loss from Operations		(523,682	)		(291,803	)		(2,076,417	)		(523,298	)		(1,007,468	)		(496,904	)
Other Income (Expense)
Interest expense		(563,812	)		(140,626	)		(2,478,521	)		(987,643	)		(664,641	)		(887,375	)
Other income		-			-			(132,976	)		-
Gain on bargain purchase		(87,442	)		-			4,084,821			-
Total other income (expense)		(651,254	)		(140,626	)		1,473,324			(987,643	)		(664,641	)		(887,375	)
(Loss) Before Provision for Income Taxes		(1,174,936	)		(432,429	)		(603,093	)		(1,510,941	)		(1,672,109	)		(1,384,279	)
Provision for Income Taxes		-			-			-			-			-			-
Net Loss	$	(1,174,936	)	$	(432,429	)	$	(603,093	)	$	(1,510,941	)	$	(1,672,109	)	$	(1,384,279	)

For the three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~September 30, 2018 and the nine months ended September 30, 2019 compared to September 30, 2018.~~March 31, 2019.

We generate our revenue from the sale of electricity from our solar parks. The revenue is either from a Feed in Tariff (Fit) program, Power Purchase Agreement (PPA), or Renewable Energy Credit (RECs)

Operating revenues, net for the for the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018, and for the nine months ended September 30, 2019 and 2018~~ were as follows:

	For the Three Months Ended September 30,							For the Nine Months Ended September 30,							For the Three Months Ended March 31,
Net Revenue, by Country	2019		2018		Change			2019		2018		Change			2020		2019		Change
Italy	$	644,132	$	273,478	$	370,654		$	1,397,061	$	772,429	$	624,632		$	297,665	$	160,270	$	137,395
Romania		298,674		538,260		(239,586	)		777,237		1,450,008		(672,771	)		182,665		187,639		(4,974	)
Germany		50,199		-		50,199			122,666		-		122,666			20,290		22,222		(1,932	)
Netherlands																197,083		-		197,083
Total	$	993,005	$	811,738	$	181,267		$	2,296,964	$	2,222,437	$	74,527		$	697,703	$	370,131	$	327,572

Net revenue increased for the three ~~and nine~~ months ended ~~2019~~2020 compared to ~~2018.~~2019. The increase was due to the new project acquisitions in ~~Italy~~Netherlands which occurred at the end of December 2019, and ~~offset by~~ the ~~lower production~~acquisition of Italian assets which occurred in ~~Romania. The lower production in Romania was due to the inverters at one~~April of ~~solar parks not being operational in January of 2019. This was partially offset by Germany revenues which commenced in~~ 2019.

We capitalize the equipment costs, development costs, engineering and construction related costs. Our cost of revenues with regards to our IPP solar parks primarily is a result of the asset management, operations and maintenance, as well as tax, insurance, and lease expenses. Certain economic incentive programs, such as FiT regimes, generally include mechanisms that ratchet down incentives over time. As a result, we seek to connect our IPP solar parks to the local power grids and commence operations in a timely manner to benefit from more favorable existing incentives. Therefore, we generally seek to make capital investments during times when incentives are most favorable.

Cost of revenues for the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018, and for the nine months ended September 30, 2019 and 2018~~ were as follows:

	For the Three Months Ended September 30,							For the Nine Months Ended September 30,							For the Three Months Ended March 31,
Cost of Revenue, by Country	2019		2018		Change			2019		2018		Change			2020		2019		Change
Italy	$	98,052	$	62,566	$	35,486		$	172,079	$	126,828	$	45,251		$	130,684	$	13,432	$	117,252
Romania		147,141		311,843		(164,702	)		391,700		951,605		(559,905	)		90,831		143,576		(52,745	)
Germany		-		-		-			-		-		-			99		-		99
Netherlands																105,359		-		105,359
Total	$	245,193	$	374,409	$	(129,216	)	$	563,779	$	1,078,433	$	(514,654	)	$	326,973	$	157,008	$	169,965

Cost of revenue decreased by $129,216 for the three months ended September 30, 2019, compared to 2018. This was due to reduction of operating costs in the Romania plant specific to operations and maintenance cost. Gross profit in Italy was significantly higher than Romania due to the fact that in 2018 Romania had higher costs associated with the sale of energy and green certificates, which decreased the profit margin. There were no operating costs in Germany for the first quarter of 2019 as the projects were recently commissioned and the EPC was still responsible for the operating costs.

Cost of revenue ~~decreased~~increased by ~~$514,654~~$169,965 for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~2018. This~~2019. The increase was due to ~~reduction~~the new project acquisitions in Netherlands which occurred at the end of operating costs in the Romania plant specific to operations and maintenance cost. Gross profit in Italy was significantly higher than Romania due to the fact that in 2018 Romania had higher costs associated with the sale of energy and green certificates, which decreased the profit margin. There were no operating costs in Germany for the nine months ended September 30,December 2019, ~~as the projects were recently commissioned~~ and the ~~EPC was still responsible for the operating costs.~~acquisition of Italian assets which occurred in April of 2019.

Gross profit is equal to revenue less cost of revenues. Our gross profit depends on a combination of factors, including primarily our revenue model, the geographic distribution of the solar parks, the mix of electricity sold during the reporting period, the costs of services outsourced to third-party contractors and management costs.

Gross profit for the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018 and for the nine months ended. September 30, 2019 and 2018~~ were as follows:

	For the Three Months Ended September 30,							For the Nine Months Ended September 30,							For the Three Months Ended March 31,
Gross Profit, by Country	2019		2018		Change			2019		2018		Change			2020		2019		Change
Italy	$	546,080	$	210,912	$	335,168		$	1,224,982	$	645,601	$	579,381		$	166,981	$	146,838	$	20,143
Romania		151,533		226,417		(74,884	)		385,537		498,403		(112,866	)		91,834		44,063		47,771
Germany		50,199		-		50,199			122,666		-		122,666			20,191		22,222		(2,031	)
Netherlands																91,724		-		91,724
Total	$	747,812	$	437,329	$	310,483		$	1,733,185	$	1,144,004	$	589,181		$	370,730	$	213,123	$	157,607

Gross profit increased for the three months ended ~~September 2019 by $310,483~~March 31by $157,607 compared to ~~2018, which~~2019. The increase was due to the new project acquisitions in Netherlands which occurred at the end of December 2019, and the acquisition of Italian assets which occurred in April of 2019. Romania gross profit was higher ~~sales volume and lower cost of revenue in Italy~~ as ~~a result~~well, due to that fact the part of the ~~new acquisition. In January of~~system was down in 2019, ~~we executed a new operations~~ and ~~maintenance agreement with Baywa, which lowered our operations and maintenance cost~~ in ~~Romania. In 2018 Romania had higher costs associated with~~2020 the ~~sale of energy and green certificates, which decreased the profit margin. There were no operating costs in Germany for the three months ended as the projects were recently commissioned and the EPC~~plant was ~~still responsible for the operating costs.~~fully operational.

Gross profit increased for the nine months ended September 30, 2019 by $589,181 compared to 2018, which was due to higher sales volume and lower cost of revenue in Italy as a result of the new acquisition. In January of 2019, we executed a new operations and maintenance agreement with Baywa, which lowered our operations and maintenance cost in Romania. In 2018 Romania had higher costs associated with the sale of energy and green certificates, which decreased the profit margin. There were no operating costs in Germany for the nine months ended September 2019 as the projects were recently commissioned and the EPC was still responsible for the operating costs.

Selling, general and administrative expenses for the three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018, and for the nine months ended September 30, 2019 and 2018~~ were as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended March 31,
	2019		2018		Change		2019		2018		Change		2020		2019		Change
Selling, General & Admin Expenses		926,514		225,330		701,184		2,978,418		774,265		2,204,153		868,886		542,557		326,329
Total	$	926,514	$	225,330	$	701,184	$	2,978,418	$	774,265	$	2,204,153	$	868,886	$	542,557	$	326,329

Selling, general and administrative expenses increased from for the three months ended ~~2019~~March 31, 2020 compared to ~~2018.~~2019. This was mainly due to ~~additional stock compensation of $134,073, and~~ accounting and ~~consulting~~legal fees of ~~$272,066~~ related to our audits and Form 10 ~~filings.~~filings, of approximately $150,000 In addition, ~~in the fourth quarter of 2018, the Company~~we hired afour additional full time ~~General Counsel and Chief Financial Officer.~~employees in Ireland that were not there as of March 31, 2019, which totaled approximately 59,000.

Selling, general and administrative expenses increased from for the nine months ended 2019 compared to 2018. This was mainly due to additional stock compensation of $786,262, and accounting and consulting fees of $659,015 related to our audits and Form 10 filings. In addition, in the fourth quarter of 2018, the Company hired a full time General Counsel and Chief Financial Officer.

~~As discussed in~~ ~~Note 4. Acquisitions~~~~and Dispositions~~ to our consolidated financial statements, the Company acquired four SPVs in April of 2019. These projects were considered business combinations under GAAP and therefore the acquisition costs were expensed and not capitalized. The expenses were included in selling general and administrative expenses.

Acquisition costs were $73,703 for the nine months ended September 30, 2019, and consisted, primarily of advisory fees and professional fees for legal and accounting services. There were no acquisition costs incurred for the three months ended September 30, 2019. There were no acquisition costs incurred for the three or nine months ended September 30, 2018.

Depreciation, accretion and amortization expense increased by ~~$192,901~~$341,861 for the three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~2018,~~2019. The increase was due to the new project acquisitions in Netherlands which occurred at the end of December 2019, and the acquisition of Italian assets which occurred in April of 2019

Interest expense decreased for the three months ended March 31, 2020 compared to 2019, primarily as a result of ~~incremental depreciation, accretion and amortization associated with the acquisition of the Italian renewable energy assets~~additional interest in ~~the second quarter of 2019.~~

~~Depreciation, accretion and amortization expense increased by $289,870 for the nine months ended September 30,~~ 2019 ~~compared to 2018, primarily as a result of incremental depreciation, accretion and amortization associated with the acquisition of the Italian renewable energy assets in the second quarter of 2019.~~

Interest expense increased for the three months ended September 30, 2019 compared to, 2018, primarily as a result of interest expenses associated with warrant issuance for debt of $98,228. In addition, interest expense increased due to interest on Italy acquisition ~~which includes~~at 12%, and third party commission on financing.

Interest expense increased for the nine months ended September 30, 2019, compared to 2018, primarily as a result of interest expenses associated with warrant issuance for debt of $261,172. In addition, interest expense increased due to interest on Italy acquisition, which includes third party commission on financing.

The Company then undertook a review to determine what factors might contribute to a bargain purchase and if it was reasonable for a bargain purchase to occur. The main reason for the bargain purchase price was a motivated seller who was looking to exit the business. The seller is manufacture of product for the solar industry and not an operator. Part of their strategy to increase product sales is to develop and construct solar projects. The seller is not a long-term operator like Alternus, so their strategy is to not keep operating assets on their books for the long-term. Also, because of the small size of the operating assets we purchased and the fact that they were spread out across Italy made it more difficult for the seller to manage the assets since they are not an operator. This led to their willingness to sale the assets at a market discount. Subsequent to the acquisition of solar park, Alternus Energy signed a letter of intent with the seller to purchase an additional 10MWs of similar solar Projects at a price of 18.5M (euros). The price per MW was 1.85M (Euros) for an uninstalled asset as compared to the 1.35M (euros) they sold the operating asset for. Further, at the time of sale, Alternus has no side agreement or other commitment to purchase any assets from the seller. The difference between the bargain purchase gain at acquisition and the amount on the income statement is due to foreign currency translation.

A key element to our financing strategy is to raise the majority of our debt in the form of project specific non-recourse borrowings at our subsidiaries with investment grade metrics. Going forward, we intend to primarily finance acquisitions or growth capital expenditures using long-term non-recourse debt that fully amortizes within the asset’s contracted life, as well as retained cash flows from operations and issuance of equity securities through public markets.

The following table summarizes the total capitalization and debt as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Short term line of credit	$	68,888		$	73,560		$	34,123		$	35,120
Promissory notes related parties		104,491			207,753			-			48,821
Convertible notes related parties		291,540			284,000			291,540			291,540
Senior secured debt		9,275,110			10,192,603			19,243,800			19,575,794
Promissory notes		13,235,466			13,278,803			15,191,303			15,478,536
Convertible promissory notes		1,659,867			1,097,289			2,430,140			2,169,401
Gross debt		24,635,362			25,134,007			37,190,906			37,599.212
Debt discount		(468,224	)		(303,563	)		(444,977	)		(784,130	)
Net debt		24,167,138			24,830,444			36,745,929			36,815,082
Less current maturities		(13,779,018	)		(14,510,204	)		(23,107,839	)		(22,705,665	)
Long Term Debt, net of current maturities	$	10,388,120		$	10,320,240		$	13,638,090		$	14,109,418

Given the current level of cash resources, receivables and long-term supply contracts, management believes the Company's current level of operations is ~~sufficient~~insufficient to mitigate the uncertainty of The Company's ability to continue as a going concern. The working capital deficit for ~~2019~~2020 and ~~2018~~2019 is largely related to the acquisition of long-term assets that are planned to be refinanced with long term debt during 2019. These assets will also provide long term cash flow to the Company. The Company has executed a term sheet for approximately $15M with a leading European bank to refinance the short term acquisition facility related to the Italian acquisitions. The new financing will recapitalize the existing short term debt and eliminate the working capital deficit.2020.

The accompanying financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the company be unable to continue as a going concern.

The following table summarizes corporate liquidity and available capital as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

The cash ~~was~~is restricted for debt service reserve funds at the project level.

The accompanying unaudited condensed consolidated 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. As reflected in the accompanying financial statements, the Company had net loss of ($1,672,109) and ($1,384,279) for the periods ended March 31, 2020 and 2019, respectively.

The Company had accumulated shareholders’ equity of $2,107,392 and $3,878,161 as of March 31, 2020 and December 31, 2019, respectively, and a working capital deficit of $25,266,292 and $23,772,002 as of March 31, 2020 and December 31, 2019, respectively. At March 31, 2020, the Company had $765,679 of cash on hand.

Our operating revenues are insufficient to fund our operations and our assets already are pledged to secure our indebtedness to various third party secured creditor, respectively. The unavailability of additional financing could require us to delay, scale back or terminate our acquisition efforts as well as our own business activities, which would have a material adverse effect on the Company and its viability and prospects.

The terms of our indebtedness, including the covenants and the dates on which principal and interest payments on our indebtedness are due, increases the risk that we will be unable to continue as a going concern. To continue as a going concern over the next twelve months from the date these financial statements are issued, we must make payments on our debt as they come due and comply with the covenants in the agreements governing our indebtedness or, if we fail to do so, to (i) negotiate and obtain waivers of or forbearances with respect to any defaults that occur with respect to our indebtedness, (ii) amend, replace, refinance or restructure any or all of the ~~5MWs~~agreements governing our indebtedness, and/or (iii) otherwise raise additional capital. However, we cannot provide any assurances that we will be successful in accomplishing any of ~~project in Italy that occurred in April of 2019.~~these plans.

In February of 2019, the Company entered into a Securities Purchase Agreement with 4 accredited investors (the “Lenders”), in connection with an investment of a total amount of $300,000, and pursuant to which the Company issued i) a convertible promissory note with a 15% OID, having a two year term, secured behind a third party accredited investor via a US UCC filing on all assets of the Company, having a call option right for the noteholder, a redemption right for the Corporation, and convertible at $0.20 per share., and ii) a warrant to purchase shares of the Corporation’s common stock equal to 50% of the total number of shares if the Note is fully converted, divided by the Exercise Price of $0.25, (equal to a total of 750,000 warrants) subject to adjustment as provided therein, exercisable at $0.25 per share or through its cashless exercise provision and having a 4 year term. We recorded a debt discount of $123,805 related to the warrants issued for both the February 2019, related party note and convertible promissory note.

In ~~May of 2019,~~January 2020, the Corporation entered into Securities Purchase Agreements with 4 accredited investors (the “Lenders”), in connection with an investment of up to a total amount of $150,000, and pursuant to which the Corporation issued a convertible promissory note with a 15% OID, having a two year term, secured behind an accredited investors via a US UCC filing on all assets of the Corporation, having a call option right for the noteholder, a redemption right for the Corporation, and convertible at $0.25 per share, and a warrant to purchase shares of the Corporation’s common stock equal to 25% of such Lender’s investment divided by the Conversion Price of $0.25, subject to adjustment as provided therein, exercisable at $0.30 per share and having a 3 year term. We recorded $36,000 for the warrant cost allocated to debt discount and $110,118 for the beneficial conversion cost related to the convertible debt.

~~In May of 2019, the Corporation~~Company entered into a Securities Purchase Agreement with another accredited investor (the “Lender”), in connection with an investment of ~~$500,000,~~$250,000, and pursuant to which the ~~Corporation~~Company issued a convertible promissory note accruing 12% interest per annum with bi-annual interest payments, having a two year term, senior in priority to all obligations of the Company other than the Company’s obligations to an accredited investor and its affiliated investment funds, or a similar replacement thereto, having a call option right for the noteholder, a redemption right for the Corporation, and convertible at ~~$0.25~~$0.20 per share.

~~On September 30, 2015,~~In January of 2020, ALTN HoldCo UG entered into a construction financing loan with DKB Bank in Germany. This relates to the construction of 6 photovoltaic installations in Germany with an interest rate of 1.74% and a term of one year. As of March 31, 2020 there was $483,183 drawn on this loan. The total loan commitment is approximately $3.1M

In February of 2020, the Corporation entered into a Securities Purchase Agreement with another accredited investor (the “Lender”), in connection with an investment of $105,000, and pursuant to which the Company issued a ~~convertible loan~~promissory note ~~for $1,000,000 to World Global Assets Pte. Ltd. (WGA), in conjunction with the spin out of WRMT. The note had a three-year term, accrued no interest, and was~~ convertible at ~~a fixed~~65% of the lowest trading price of ~~$0.20~~the Company's Class A Common Stock for the last 15 trading days prior to conversion, and accruing 10% interest per share, subject to certain triggers and restrictions. In 2016 a portion of the convertible loan note of approximately $300,000 was assigned to various third parties and is now convertible at market price,annum, with ~~a floor price of $0.20 per share and~~ a maturity date of ~~December 31, 2019. As of September 30, 2019, the remaining principal amount was $244,800.~~February 10, 2021.

We remain focused on refinancing near-term facilities on acceptable terms and maintaining a manageable maturity ladder. We do not anticipate material issues in addressing our borrowings through 2020 on acceptable terms and expect to be able to do so opportunistically based on the prevailing interest rate environment.

The aggregate contractual principal payments of long-term debt due after September 30, 2019, including financing lease obligations and excluding amortization of debt discounts, premiums and deferred financing costs, as stated in the financing agreements, are as follows:

	2019			2020			2021		2022		2023		Thereafter		Total			2020			2021			2022		2023		2024		Thereafter		Total
Gross debt	$	14,164,869		$	3,979,179		$	2,073,586	$	248,357	$	253,450	$	3,915,921	$	24,635,362		$	23,409,856		$	1,102,888		$	1,108,229	$	1,113,219	$	1,118,312	$	9,338,402	$	37,190,906
Debt discount		(385,851	)		(82,373	)										(468,224	)		(302,017	)		(142,960	)		-		-		-		-		(444,977	)
Net debt	$	13,779,018		$	3,896,806		$	2,073,586	$	248,357	$	253,450	$	3,915,921	$	24,167,138		$	23,107,839		$	959,928		$	1,108,229	$	1,113,219	$	1,118,312	$	9,338,402	$	36,745,929

We use traditional measures of cash flow, including net cash flows from operating activities, investing activities and financing activities to evaluate our periodic cash flow results.

For the ~~Nine~~Three Months Ended ~~September 30, 2019~~March 31, 2020 compared to ~~September 30, 2018~~March 31, 2019

The following table reflects the changes in cash flows for the comparative periods:

For the Nine Months Ended
September 30,

2019

2018

Change

Net cash used in operating activities

$ (2,209,300 )

$ (29,492 )

$ (2,179,808 )
Net cash (used in) provided by investing activities

(6,949,541 )

3,179,892

(10,129,433 )
Net cash provided by (used in) financing activities

136,146

(2,649,128 )

2,785,274

Net cash used in operating activities for the period ended ~~September 30, 2019~~March 31, 2020 compared to ~~September 30, 2018 decreased~~2019 increased primarily due ~~to stock compensation that was booked to prepaid expenses that impacted cash flow from operations of 800,207. Also,~~ the Company ~~had~~having a net loss ~~after adjusting for the bargain purchase~~increase in 2020 of ~~$1.2M~~$287,830 compared to 2019.

Net cash used in investing activities for the period ended ~~September 30, 2019~~March 31, 2020 compared to ~~September 30, 2018~~March 31, 2019 decreased due to ~~investment in the new Italian solar parks. In September of 2018, we sold an Italian asset, which is the positive amount in investing activities.~~lower cost associated with projects under construction.

Net cash provided by financing activities for the period ended ~~September 30, 2019~~March 31, 2020 compared to ~~September 30, 2018~~March 31, 2019 increased due to proceeds from debt issuance associated with the acquisition of the new Italian solar parks. In September of 2018, we sold an Italian asset. Part of the sales proceeds was used to pay down debt associated with the project, which was a majority of the cash outflow in 2018.issuance.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions in certain circumstances that affect amounts reported in our consolidated financial statements and related footnotes. In preparing these consolidated financial statements, we have made our best estimates of certain amounts included in the consolidated financial statements. Application of accounting policies and estimates, however, involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In arriving at our critical accounting estimates, factors we consider include how accurate the estimate or assumptions have been in the past, how much the estimate or assumptions have changed and how reasonably likely such change may have a material impact. Our critical accounting policies are discussed below.

We account for business combinations by recognizing in the financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in the acquiree at fair value at the acquisition date. We also recognize and measure the goodwill acquired or a gain from a bargain purchase in the business combination and determines what information to disclose to enable users of an entity’s financial statements to evaluate the nature and financial effects of the business combination. In addition, acquisition costs related to business combinations are expensed as incurred. Business combinations is a critical accounting policy as there are significant judgments involved in the allocation of acquisition cost.

When we acquire renewable energy facilities, we allocate the purchase price to (i) the acquired tangible assets and liabilities assumed, primarily consisting of land, plant, and long-term debt, (ii) the identified intangible assets and liabilities, primarily consisting of the value of favorable and unfavorable rate PPAs and REC agreements and the in-place value of market rate PPAs, (iii) non-controlling interests, and (iv) other working capital items based in each case on their fair values in accordance with ASC 805.

We perform the analysis of the acquisition using the various valuation methodologies of replacement cost approach, or an income approach or excess earnings approach. Factors considered by management in its analysis include considering current market conditions and costs to construct similar facilities. We also consider information obtained about each facility as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets and liabilities acquired or assumed. In estimating the fair value, we also establish estimates of energy production, current in-place and market power purchase rates, tax credit arrangements and operating and maintenance costs. A change in any of the assumptions above, which are subjective, could have a significant impact on the results of operations.

The allocation of the purchase price directly affects the following items in our consolidated financial statements:

Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate carrying values may not be recoverable. An impairment loss is recognized if the total future estimated undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured as the difference between an asset’s carrying amount and its fair value. Fair values are determined by a variety of valuation methods, including appraisals, sales prices of similar assets and present value techniques.

Goodwill is tested annually for impairment at the reporting unit level during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. A reporting unit is either the operating segment level or one level below, which is referred to as a component. The level at which the impairment test is performed requires judgment as to whether the operations below the operating segment constitute a self-sustaining business or whether the operations are similar such that they should be aggregated for purposes of the impairment test.

In assessing goodwill for impairment, we may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of our reporting units are less than their carrying amounts. If we determine that it is not more-likely-than-not that the fair value of our reporting units are less than their carrying amounts, we are not required to perform any additional tests in assessing goodwill for impairment. However, if we conclude otherwise or elect not to perform the qualitative assessment, then we are required to perform the quantitative impairment test.

We have significant investments in renewable energy facility assets. These assets are generally depreciated on a straight-line basis over their estimated useful lives which range from 15 to 30 years for our solar generation facilities.

The estimation of asset useful lives requires significant judgment. Changes in our estimated useful lives of renewable energy facilities could have a significant impact on our future results of operations. See Note 2. Summary of Significant Accounting Policies to our consolidated financial statements regarding depreciation and estimated service lives of our renewable energy facilities.

See Note 2. Summary of Significant Accounting Policies to our consolidated financial statements for both our year end audited financial statements and as updated in our ~~September 30, 2019~~March 31, 2020 interim financial statements for disclosures concerning recently issued accounting standards.

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

~~We carried out~~As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our ~~management, including our~~ Chief Executive Officer ~~(who is our Principal Executive Officer)~~ and ~~our~~ Chief Financial Officer ~~and Treasurer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design~~ of our disclosure controls and procedures (as defined byin Rule 13a-15(e) and Rule 15d-15(e) of the Exchange ~~Act Rules 13a-15(e) or 15d-15(e)) as of September 30, 2019 pursuant to Exchange Act Rule 13a-15.~~Act). Based upon ~~that~~this evaluation, our ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer concluded that our disclosure controls and procedures were not effective ~~as of June 30, 2019 in ensuring~~due to the material weakness described below.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company maintains internal controls over financial reporting that are designed to ensure that information required to be disclosed ~~by us~~ in ~~reports that we file or submit under~~ the ~~Exchange Act~~Company's SEC reports is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~SEC's rules and ~~forms. This conclusion~~forms, and that such information is ~~based on findings~~accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the internal controls over financial reporting, management recognized that ~~constituted material weaknesses. A material weakness is a deficiency, or a combination~~any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control ~~deficiencies,~~objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of management, including the Company's principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting ~~such that there is a reasonable possibility that a material misstatement~~based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the ~~Company’s interim~~Treadway Commission (2013). Based on this evaluation, our principal executive officer and principal financial ~~statements will~~officer concluded that, as of March 31, 2020 our internal controls over financial reporting were not ~~be prevented or detected on a timely basis.~~effective at the reasonable assurance level due to the material weakness discussed below.

In light of the material weakness described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this report.

In performing the above-referenced assessment, management identified the following deficiencies in the design or operation of our internal controls and procedures, which management considers to be material weaknesses:

Insufficient Resources. We have an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, an effective assessment could not be completed which raises the possibility of a material misstatement of the interim and annual financial statements which could occur and not be prevented or detected on a timely basis.

Failure to Segregate Duties. Management has not maintained adequate segregation of duties within the Company due to its reliance on a few individuals to fill multiple roles and responsibilities. Our failure to segregate duties has been a material weakness for the period covering this report.

Sufficiency of Accounting Resources. We have limited accounting personnel to handle complex accounting transactions. The insufficiency of our accounting resources and systems has caused certain reconciliations not to be completed without an undue effort the which caused a material weakness for the period covering this report.

Our management feels the material weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses, and expect to implement changes in the near term, as resources permit, in order to address ~~these~~this material ~~weaknesses.~~weakness. Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis, and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds permit.

~~Because~~Inherent Limitations on the Effectiveness of ~~its inherent limitations,~~Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting ~~may not~~will prevent or detect ~~misstatements.~~all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to ~~the risk that~~risks. Over time, controls may become inadequate because of changes in conditions or ~~that~~deterioration in the degree of compliance with ~~the~~ policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.procedures.

~~There~~With the exception of the hiring of our CFO and General Counsel in the fourth quarter of 208 and one other additional full time employee in the accounting department in the fourth quarter of 2019, there were no changes in our internal control over financial reporting during the ~~quarter ended September 30, 2019~~fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~From time to time, we are a party to, or otherwise~~The Company is not currently involved in ~~legal~~or aware of any litigation that could result in a material loss, other than the following: On February 11, 2020 Unisun obtained leave from the interim relief judge of the Court of Amsterdam for three prejudgment attachments on the shares of 3 subsidiaries of Alternus, to secure an outstanding amount owed pursuant to an outstanding loan of EUR 1,689,864 plus interest and agreed penalties. Unisun also started proceedings ~~arising~~on the merits to claim the amounts due under this loan and the penalties. The court proceedings commenced on September 16, 2020 and we have until October 28, 2020 to submit our statement of defense. On March 24, 2020, the Company entered into a securities purchase agreement with Ultramar Energy Ltd., an accredited foreign investor, pursuant to which the Company expected to receive gross proceeds of $3.0 million, before deducting transaction costs, fees and expenses. On April 7, 2020 the Company entered into a Settlement Agreement with Unisun to resolve and settle these claims.The Company intended to use a portion of the net proceeds from Ultramar Energy to repay this loan to Unisun in the ~~normal~~amount of $2.0 million to resolve and ~~ordinary course of business. Although our management cannot predict~~settle the ultimate outcome of these legal proceedings with certainty, it believes that the ultimate resolution of our legal proceedings, including any amounts we may be required to pay, will not have a material effect on our unaudited condensed consolidated financial statements. Asclaim. However, as of the date of this ~~report we are~~filing, the proceeds have not ~~aware of any proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.~~been received from Ultramar Energy Ltd. and there is no guarantee that the Company will ever receive the proceeds; therefore the Settlement Agreement has been terminated.

As a smaller reporting company, we are not required to provide the information required by this Item. We note, however, that an investment in our common stock involves a number of very significant risks. Investors should carefully consider the risk factors included in the “Risk Factors” section of our Registration Statement on Form 10 as filed with SEC on August 13, 2019, in addition to other information contained in such Registration Statement and in this Quarterly Report on Form 10-Q, in evaluating the Company and our business before purchasing shares of our common stock. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.

The following table sets forth our unregistered sales of equity securities during the ~~nine~~three months ended ~~September 30, 2019:~~March 31, 2020:

Date of Issuance
Number of Shares
Issued (Cancelled)
Class of Securities
Value of
Shares issued
at issuance
Individual/ Entity Shares were issued to (entities also have the individual with voting / investment control disclosed)
Consideration Received
Exemption
1/7/2019

2,000,000

Common

0.03

Jean-Marc O’Brien

Advisory Services equal to $60,000 based on the market price on the date of issuance

Reg D Exempt

1/7/2019

1,000,000

Common

0.03

Joseph Duey

Executive incentive equal to $30,000 based on the market price on the date of issuance

Reg D Exempt
1/7/2019

1,000,000

Common

0.03

Taliesin Durant

Executive Incentive equal to $30,000 based on the market price on the date of issuance

Reg D Exempt

1/7/2019

150,000

Common

0.03

Gita Shah

Employee Incentive equal to $4,500 based on the market price on the date of issuance

Reg S Exempt

1/9/2019

310,876

Common

0.03

Ardour Capital: Kerry Dukes; Walter V. Nasdeo; Jean-Marc O’Brien; Brian J. Greenstein

Financial Advisory Services equal to $9,326.28 based on the market price on the date of issuance

Reg D Exempt

1/9/2019

3,500,000

Common

0.03

John Gildea Consultancy Ltd. / John Gildea

Investor Relations Services equal to $105,000 based on the market price on the date of issuance

Reg S Exempt

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

	~~ALTERNUS ENERGY INC.~~

~~Date: November 14, 2019~~	~~By:~~	~~/s/ Vincent Browne~~
	ALTERNUS ENERGY INC.		~~Vincent Browne~~
		~~Chief Executive Officer~~
		~~(Principal Executive Officer)~~

Date: ~~November 14, 2019~~October 13, 2020	By:	/s/ Vincent Browne
		Vincent Browne
		Chief Executive Officer
		(Principal Executive Officer)

Date: October 13, 2020	By:	/s/ Joseph Duey
		Joseph Duey
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

		Page

PART I.FINANCIAL INFORMATION		3

ITEM 1.	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as ~~September 30, 2019~~of March 31, 2020 (unaudited) and December 31, ~~2018~~2019 (audited)	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	4

	Condensed Consolidated Statement of Stockholders’ Deficit for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	6

	Notes to Condensed Consolidated Financial Statements	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2119

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	3430

ITEM 4.	Controls and Procedures	3430

PART II.OTHER INFORMATION		36

ITEM 1.	Legal Proceedings	3632

ITEM 1A.	Risk Factors	3632

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3632

ITEM 3.	Defaults Upon Senior Securities	3732

ITEM 4.	Mine Safety Disclosures	3732

ITEM 5.	Other Information	3732

ITEM 6.	Exhibits	3833

SIGNATURES		3935

																		Comprehensive
	Preferred Shares						Class A Common stock				Class B Common stock				Paid-In			Income/			Accumulated
	Series D			Amount			Shares		Amount		Shares		Amount		Capital			(Loss)			(Deficit)			Total
Balance at January 1, 2020		5,000,000		$	5,000			68,182,601	$	68,183		15,000,000	$	15,000	$	15,442,118		$	(642,614	)	$	(11,009,458	)	$	3,878,229
Conversion of preferred shares to Class A common shares		(5,000,000	)		(5,000	)		50,000,000		50,000		-		-		(45,000	)		-			-			-
Stock Compensation		-			-			168,618		169		-		-		28,981			-			-			29,150
Unrealized loss on currency translation adjustment		-			-			-		-		-		-		-			(130,263	)		-			(130,263	)
Net Loss		-			-			-		-		-		-		-			-			(1,672,109	)		(1,672,109	)
Balance at March 31, 2020		-		$	-			118,351,219	$	118,352		15,000,000	$	15,000	$	15,426,099		$	(772,877	)	$	(12,681,567	)	$	2,105,007

															Comprehensive
	Preferred Shares				Class A Common stock				Class B Common stock				Paid-In		Income/			Accumulated
	Series D		Amount		Shares		Amount		Shares		Amount		Capital		(Loss)			(Deficit)			Total
Balance at January 1, 2019		-	$	-		110,726,726	$	110,727		-	$	-	$	13,164,601	$	(260,424	)	$	(7,980,540	)	$	5,034,364
Stock Compensation		-		-		21,915,876		21,916		-		-		1,395,948		-			-			1,417,864
Amortization of debt discount		-		-		-		-		-		-		123,804		-			-			123,804
Unrealized loss on currency translation adjustment		-		-		-		-		-		-		-		(317,644	)		-			(317,644	)
Net Loss		-		-		-		-		-		-		-		-			(1,384,279	)		(1,384,279	)
Balance at March 31, 2019		-	$	-		369,345,040	$	369,347		30,000,000	$	30,000	$	45,536,551	$	(2,123,822	)	$	(34,727,953	)	$	9,084,123

	Total
Cost of acquisitions
Cash paid for assets	$	6,131,004
Total acquisition cost	$	6,131,004

Fair value of assets acquired
Investment in energy property		9,939,414
Net working capital acquired		384,397
Asset retirement liability		(65,114	)
	$	10,258,697

Gain on bargain purchase	$	4,127,693

	September 30, 2019			September 30, 2018
Revenues, net	$	2,689,306		$	3,172,912
Net (loss)	$	(4,495,629	)	$	(1,020,891	)
Net (loss) per share	$	(0.04	)	$(0.01)
Basic weighted average number of shares outstanding		108,370,612			71,600,361

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	x☒	Smaller reporting company	x☒
		Emerging Growth company	x☒

											Additional		Other
	Preferred Shares				Common stock issued						Paid-In		Comprehensive			Accumulated
	Series D&E		Amount		Shares			Amount			Capital		Income/(Loss)			(Deficit)			Total
Balance at January 1, 2019		-		-		110,726,725		$	110,727		$	13,164,601	$	(260,424	)	$	(7,980,540	)	$	5,034,364
Stock Compensation		-		-		21,915,876			21,916			1,395,948		-			-			1,417,864
Amortization of debt discount		-		-		-			-			123,804		-			-			123,804
Unrealized loss on currency translation adjustment		-		-		-			-			-		(317,664	)		-			(317,664	)
Net Loss		-		-		-			-			-		-			(1,384,279	)		(1,384,279	)
Balance at March 31, 2019		-		-		132,642,601		$	132,643		$	14,684,353	$	(578,088	)	$	(9,364,819	)	$	4,874,089
Stock Compensation						250,000			250			40,000		-			-			40,250
Reclassification of derivative liability		-		-		-			-			471,837		-			-			471,837
Amortization of debt discount												146,118								146,118
Unrealized gain on currency translation adjustment		-		-		-			-			-		149,864			-			149,864
Net income		-		-		-			-			-		-			1,956,121			1,956,121
Balance at June 30, 2019		-		-		132,892,601		$	132,893		$	15,342,308	$	(428,224	)	$	(7,408,698	)	$	7,638,279
Transfer for Common Shares to Series E Preferred Shares		5,000,000		5,000		(50,000,000	)	$	(50,000	)		45,000		-			-			-
Unrealized loss on currency translation adjustment		-		-		-			-			-		(421,960	)		-			(421,960	)
Net loss		-		-		-			-			-		-			(1,174,936	)		(1,174,936	)
Balance at September 30, 2019		5,000,000	$	5,000		82,892,601		$	82,893		$	15,387,308	$	(850,184	)	$	(8,583,634	)	$	6,041,383

Balance at January 1, 2018		30,000,000	$	30,000		71,476,725		$	71,477		$	11,949,748	$	205,875		$	(6,127,827	)	$	6,129,273
Unrealized gain on currency translation adjustment		-		-		-			-			-		133,121			-			133,121
Net loss		-		-		-			-			-		-			(196,593	)		(196,593	)
Balance at March 31, 2018		30,000,000	$	30,000		71,476,725		$	71,477		$	11,949,748	$	338,996		$	(6,324,421	)		6,065,801
Stock Compensation		-		-		250,000			250			27,250		-			-			27,500
Amortization of debt discount		-		-		-			-			680,309		-			-			680,309
Unrealized loss on currency translation adjustment		-		-		-			-			-		(385,684	)		-			(385,684	)
Net loss		-		-		-			-			-		-			(881,919	)		(881,919	)
Balance at June 30, 2018		30,000,000	$	30,000		71,726,725		$	71,727		$	12,657,307	$	(46,688	)	$	(7,206,340	)	$	5,506,007
Unrealized gain on currency translation adjustment		-		-		-			-			-		59,450			-			59,450
Amortization of debt discount		-		-		-			-			27,294		-			-			27,294
Net loss		-		-		-			-			-		-			(432,429	)		(432,429	)
Balance at September 30, 2018		30,000,000	$	30,000		71,726,725		$	71,727		$	12,684,601	$	12,762		$	(7,638,769	)	$	5,160,322

Subsidiary	Principal Activity	Date Acquired / Established	ALTN Ownership	Country of Operation
Power Clouds SRL	SPV	March 31, 2015	99.5%*	Romania
F.R.A.N. Energy Investment SRL	SPV	March 31, 2015	99.5%*	Romania
AE Europe B.V.	~~Established~~Holding Company	August 2016	100%	Netherlands
PC-Italia-01 S.R.L.	~~Established~~Sub-Holding	June 2015	100% (via PCE)	Italy
PC-Italia-02 S.p.A.	~~Established~~SPV	August 2016	100% (via PCE)	Italy
Sant’Angelo Energia S.r.l.	SPV	March 30, 2017	100% ~~(via~~ (via PC_Italia_02)	Italy
PCG_HoldCo GmbH	Holding Company	July 6, 2018	100%	Germany
PCG_GP UG	General Partner (Management Company)	August 30, 2018	100%	Germany
PSM 20 UG	SPV	November 14, 2018	100% ~~(via~~ (via PCG_HoldCo)	Germany
PSM 40 UG	SPV	December 28, 2018	100% ~~(via~~ (via PCG_HoldCo)	Germany
GRK 17.2 GmbH & Co KG	SPV	November 17, 2018	100% ~~(via~~ (via PCG_HoldCo)	Germany
GRT 1.1 GmbH & Co KG	SPV	December 21, 2018	100% ~~(via~~ (via PCG_HoldCo)	Germany
ALTN HoldCo UG	SPV	December 14, 2018	100% (via PCG HoldCo)	Germany
Alternus Energy International ~~Limited~~Ltd.	European Operational Centre	March 1, 2019	100%	Ireland
CIC Rooftop 2 S.r.l.	SPV	April 23, 2019	100% (via PC-Italia-02)	Italy
CIC RT Treviso S.r.l.	SPV	April 23, 2019	100% (via PC-Italia-02)	Italy
SPV White One S.r.l.	SPV	April 23, 2019	100% (via PC-Italia-02)	Italy
CTS Power 2 S.r.l.	SPV	April 23, 2019	100% (via PC-Italia-02)	Italy
AEN 01 B.V.	SPV	June 13, 2019	100%	Netherlands
Zonnepark Rilland B.V.	SPV	December 20, 2019	100%	Netherlands

	For the Nine months Ended September 30,
Net Revenue, by Offtake Type	2019		2018
Feed in Tariff	$	1,519,727	$	772,429
Green Certificates		522,957		658,183
Energy Offtake Agreements		254,280		791,825
Total	$	2,296,964	$	2,222,437

	For the Three months Ended September 30
Net Revenue, by Offtake Type	2019		2018
Feed in Tariff	$	694,331	$	273,478
Green Certificates		227,157		194,519
Energy Offtake Agreements		71,517		343,741
Total	$	993,005	$	811,738

Balance as of January 1, 2019	$	338,861
Change in fair value of derivative liability		132,976
Reclassification of derivative liability		(471,837	)
Balance as of September 30, 2019	$	-

	September 30, 2019			December 31, 2018
Capitalized costs relating to PV plants	$	2,249,743		$	2,358,588
Less accumulated amortization		(284,778	)		(208,989	)
Net Assets	$	1,964,965		$	2,149,599

	March 31, 2020			December 31, 2019
Finance lease right of use asset	$	2,251,269		$	2,311,255
Less accumulated depreciation		(341,965	)		(321,821	)
Net Assets	$	1,909,304		$	1,989,434

	Total
2019 (remaining)		15,636
2020		61,049
2021		61,049
2022		61,049
2023		61,049
Thereafter		379,002
	$	638,834

	Total
2020	$	156,312
2021		208,128
2022		208,128
2023		208,128
2024		208,128
Thereafter		2,275,275
	$	3,264,099

	September 30, 2019
				Average
	Warrants			Exercise Price

Balance, January 1, 2019	$	12,286,213		$	0.14
Expired during the period		(640,000	)	$	0.20
Granted during the period		1,407,022		$	0.25
Balance, end of period	$	13,053,235		$	0.14
Exercisable, end of period	$	13,053,235		$	0.15

	March 31, 2020
			Average
	Warrants		Exercise Price
Balance - beginning of period		13,053,235	$	0.15
Exercised during the period		-		-
Granted during the period		-		-
Balance - end of period		13,053,235	$	0.15
Exercisable - end of period		13,053,235	$	0.15

Revenues	Three Months Ended March, 2020		Three Months Ended March, 2019
Italy	$	297,665	$	160,270
Romania		182,665		187,639
Netherlands		197,083		-
Germany		20,290		22,222
Total	$	697,703	$	370,131

Cost of Revenues
Italy	$	130,684	$	13,432
Romania		90,831		143,576
Netherlands		105,359		-
Germany		99		-
Total	$	326,973	$	157,008

Gross Profit
Italy	$	166,981	$	146,838
Romania		91,834		44,063
Netherlands		91,724		-
Germany		20,191		22,222
Total	$	370,730	$	213,123

	For the Nine Months Ended Sep 30
Net Revenue, by Country	2019		2018
Italy	$	1,397,061	$	772,429
Romania		777,237		1,450,008
Germany		122,666		-
Total	$	2,296,964	$	2,222,437

	For the Three Months Ended Sep 30th
Net Revenue, by Country	2019		2018
Italy	$	644,132	$	273,478
Romania		298,674		538,260
Germany		50,199		-
Total	$	993,005	$	811,738

Date of Issuance	Number of Shares Issued (Cancelled)	Class of Securities	Value of Shares issued at issuance	Individual/ Entity Shares were issued to (entities also have the individual with voting / investment control disclosed)	Consideration Received	Exemption
1/27/2020	107,368	Class A Common	0.19	Carter, Terry & Company / Timothy Terry	Financial Services equal to $20,400 based on the market price on the date of issuance	Reg D Exempt
2/17/2020	28,000	Class A Common	0.15	Carter, Terry & Company / Timothy Terry	Financial Services equal to $4,200 based on the market price on the date of issuance	Reg D Exempt
2/17/2020	18,667	Class A Common	0.15	Richard P. Brown Jr.	Financial Services equal to $2,800 based on the market price on the date of issuance	Reg D Exempt
3/20/2020	50,000,000	Class A Common	0.001	Growthcap Investments / Vincent Browne	Preferred Series E Shares Conversion equal to $50,000 based on the par value of the shares on the date of issuance	Reg D Exempt
3/20/2020	(5,000,000)	Series E Preferred	0.001	Growthcap Investments/ Vincent Browne	Preferred Series E Conversion into Class A Common Stock equal to $50,000 based on the par value of the shares on the date of cancellation	Reg D Exempt
3/20/2020	14,583	Class A Common	0.12	Richard P. Browne Jr.	Financial Services equal to $1,750 based on the market price on the date of issuance	Reg D Exempt

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date Filed	Number	Herewith
3.1	Amended and Restated Certificate of Incorporation of Alternus Energy Inc.	10	8/13/19	3.1
3.2	Amended and Restated Bylaws of Alternus Energy Inc.	10	8/13/19	3.2
3.3	Certificate of Designation of Series E Convertible Preferred Stock	10/A	11/6/19	3.3
3.4	Amended Articles of Incorporation of Alternus Energy Inc.	10/A	11/6/19	3.4
4.1	Form of Certificate of Common Stock of Alternus Energy Inc.	10	8/13/19	4.1
4.2	Form of Warrant to purchase up to a total of 1,257,022 shares of common stock issued in February of 2019	10	8/13/19	4.8
4.3	Form of Warrant to purchase up to a total of 150,000 shares of common stock issued in May and June of 2019	10	8/13/19	4.9
10.1	Employment Agreement dated October 1, 2018 between Joseph E. Duey and the Registrant	10	8/13/19	10.7
10.2	Employment Agreement dated December 1, 2018 between Taliesin Durant and the Registrant	10	8/13/19	10.9
10.3	Professional Consulting Agreement dated February 28, 2019 between VestCo Corp. and the Registrant	10	8/13/19	10.10
10.4	Sale and Purchase Agreement between PC Italia 02 and Risen Energy dated March 19, 2019	10	8/13/19	10.22
10.5	Form of Convertible Note totaling $300,000 issued in February of 2019 to 4 accredited investors	10	8/13/19	10.23
10.6	Form of Securities Purchase Agreement dated February of 2019 entered into with 4 accredited investors	10	8/13/19	10.24
10.7	Form of Note totaling $150,000 issued in May of 2019 to 4 accredited investors	10	8/13/19	10.25
10.8	Form of Securities Purchase Agreement dated May of 2019 entered into with 4 accredited investors	10	8/13/19	10.26
10.9	$500,000 Convertible Note issued May 30, 2019	10	8/13/19	10.27
10.10	Securities Purchase Agreement related to the $500,000 Convertible Note dated May 30, 2019	10	8/13/19	10.28
10.11	$9,806,939 Bond Agreement dated June 2019	10	8/13/19	10.30
10.12	Subordination Agreement related to the $9,806,939 Bond dated June 2019	10	8/13/19	10.31
10.13	Sale and Purchase Agreement by and among Risen Energy PV Holding Italy GmbH, Risen Energy (Hongkong) Co., Limited, PC-Italia-02 S.r.l. and the Registrant dated March 19, 2019	10	8/13/19	10.32
10.14	Share Purchase Agreement dated July 29, 2019 by and among PCG_HoldCo UG, Coöperatie Unisun Energy U.A. and Zonnepark Rilland B.V.	10/A	11/6/19	10.34
10.15	Share Exchange Agreement dated August 19, 2019 by and among the Registrant and Growthcap Investments Inc.	10/A	11/6/19	10.35

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date Filed	Number	Herewith
3.1	Amended and Restated Certificate of Incorporation of Alternus Energy Inc.	10	8/13/19	3.1
3.2	Amended and Restated Bylaws of Alternus Energy Inc.	10	8/13/19	3.2
3.3	Certificate of Designation of Series E Convertible Preferred Stock	10/A	11/6/19	3.3
3.4	Amended Articles of Incorporation of Alternus Energy Inc.	10/A	11/6/19	3.4
4.1	Form of Certificate of Common Stock of Alternus Energy Inc.	10	8/13/19	4.1
4.2	Form of Warrant to purchase up to a total of 1,257,022 shares of common stock issued in February of 2019	10	8/13/19	4.8
4.3	Form of Warrant to purchase up to a total of 150,000 shares of common stock issued in May and June of 2019	10	8/13/19	4.9
10.1	Employment Agreement dated October 1, 2018 between Joseph E. Duey and the Registrant	10	8/13/19	10.7
10.2	Employment Agreement dated December 1, 2018 between Taliesin Durant and the Registrant	10	8/13/19	10.9
10.3	Professional Consulting Agreement dated February 28, 2019 between VestCo Corp. and the Registrant	10	8/13/19	10.10
10.4	Sale and Purchase Agreement between PC Italia 02 and Risen Energy dated March 19, 2019	10	8/13/19	10.22
10.5	Form of Convertible Note totaling $300,000 issued in February of 2019 to 4 accredited investors	10	8/13/19	10.23
10.6	Form of Securities Purchase Agreement dated February of 2019 entered into with 4 accredited investors	10	8/13/19	10.24
10.7	Form of Note totaling $150,000 issued in May of 2019 to 4 accredited investors	10	8/13/19	10.25
10.8	Form of Securities Purchase Agreement dated May of 2019 entered into with 4 accredited investors	10	8/13/19	10.26
10.9	$500,000 Convertible Note issued May 30, 2019	10	8/13/19	10.27
10.10	Securities Purchase Agreement related to the $500,000 Convertible Note dated May 30, 2019	10	8/13/19	10.28
10.11	$9,806,939 Bond Agreement dated June 2019	10	8/13/19	10.30
10.12	Subordination Agreement related to the $9,806,939 Bond dated June 2019	10	8/13/19	10.31
10.13	Sale and Purchase Agreement by and among Risen Energy PV Holding Italy GmbH, Risen Energy (Hongkong) Co., Limited, PC-Italia-02 S.r.l. and the Registrant dated March 19, 2019	10	8/13/19	10.32
10.14	Share Purchase Agreement dated July 29, 2019 by and among PCG_HoldCo UG, Coöperatie Unisun Energy U.A. and Zonnepark Rilland B.V.	10/A	11/6/19	10.34
10.15	Share Exchange Agreement dated August 19, 2019 by and among the Registrant and Growthcap Investments Inc.	10/A	11/6/19	10.35
10.16	Share Exchange Agreement dated October 9, 2019 by and among the Registrant and VestCo Corp.	10/A	11/6/19	10.36

14	Code of Ethics	10	8/13/19	14
21.1	List of Subsidiaries	10/A	11/6/19	21.1
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Filed
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Filed
99.1	Audit Committee Charter	10/A	11/6/19	99.1