U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55205

Alpine 4 Technologies Ltd.

(Exact name of registrant as specified in its charter)

Delaware	46-5482689
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2525 E Arizona Biltmore Circle, Suite 237
Phoenix, AZ	85016
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: 855-777-0077 ext 801

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

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

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

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 13(1) of the Exchange Act. ☒

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 17, 2018, the issuer had 24,867,856 shares of its Class A common stock issued and outstanding and 5,000,000 shares of its Class B common stock issued and outstanding.

TABLE OF CONTENTS

PART I		Page

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	33

PART II

Item 1.	Legal Proceedings	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

	Signatures	36

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ALPINE 4 TECHNOLOGIES, LTD. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30, 2018			December 31, 2017
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	329,437		$	128,512
Accounts receivable, net		3,904,904			2,067,081
Inventory		2,255,560			1,212,546
Capitalized contract costs		64,234			-
Prepaid expenses and other current assets		252,266			221,958
Total current assets		6,806,401			3,630,097

Property and equipment, net		11,453,779			9,198,387
Intangible asset, net		714,917			752,622
Goodwill		3,361,706			2,131,606
Other non-current assets		295,942			258,238
Total non-current assets		15,826,344			12,340,853

TOTAL ASSETS	$	22,632,745		$	15,970,950

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	3,236,608		$	1,980,995
Accrued expenses		1,289,176			1,049,185
Deferred revenue		195,250			64,918
Derivative liabilities		550,033			271,588
Deposits		12,509			12,509
Notes payable, current portion		5,535,421			3,893,617
Notes payable, related parties, current portion		200,500			387,000
Convertible notes payable, current portion, net of discount of $310,848 and $79,630		649,636			2,302,620
Financing lease obligation, current portion		79,502			24,590
Total current liabilities		11,748,635			9,987,022

NON-CURRENT LIABILITIES:
Notes payable, net of current portion		4,943,834			-
Convertible notes payable, net of current portion		2,017,662			1,660,106
Financing lease obligation, net of curent portion		8,283,267			6,560,112
Deferred revenue		40			43
Deferred tax liability		651,703			181,703
Total non-current liabilities		15,896,506			8,401,964

TOTAL LIABILITIES		27,645,141			18,388,986

REDEEMABLE COMMON STOCK
Class A Common stock, $0.0001 par value, 0 and 379,403 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively		-			1,439,725

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Class A Common stock, $0.0001 par value, 100,000,000 shares authorized, 24,867,856 and 23,222,087 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively		2,487			2,322
Class B Common stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 and 1,600,000 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively		500			160
Additional paid-in capital		16,835,066			16,573,632
Accumulated deficit		(21,850,449	)		(20,433,875	)
Total stockholders' deficit		(5,012,396	)		(3,857,761	)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	$	22,632,745		$	15,970,950

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

ALPINE 4 TECHNOLOGIES, LTD. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	Three Months Ended June 30, 2018			Three Months Ended June 30, 2017			Six Months Ended June 30, 2018			Six Months Ended June 30, 2017

Revenue	$	5,080,896		$	2,330,032		$	8,713,304		$	4,823,273
Cost of revenue (exclusive of depreciation)		3,506,905			1,913,320			6,258,230			3,790,939
Gross Profit		1,573,991			416,712			2,455,074			1,032,334

Operating expenses:
General and administrative expenses		1,513,584			774,239			2,362,732			1,587,006
Depreciation		255,200			162,926			428,500			325,039
Amortization		18,853			18,853			37,706			37,706
Loss on sale of property and equipment		-			-			356,933			-
Total operating expenses		1,787,637			956,018			3,185,871			1,949,751
Loss from operations		(213,646	)		(539,306	)		(730,797	)		(917,417	)

Other expenses
Interest expense		655,064			366,882			1,007,559			656,490
Change in value of derivative liabilities		(239,610	)		-			(246,025	)		-
Gain on extinguishment of debt		-			-			(136,300	)		-
Other (income)		(51,806	)		(53,752	)		(117,659	)		(133,564	)
Total other expenses		363,648			313,130			507,575			522,926

Loss before income tax		(577,294	)		(852,436	)		(1,238,372	)		(1,440,343	)

Income tax expense		-			321			-			367

Net loss	$	(577,294	)	$	(852,757	)	$	(1,238,372	)	$	(1,440,710	)

Weighted average shares outstanding :
Basic		27,942,042			23,494,522			26,642,693			23,468,004
Diluted		27,942,042			23,494,522			26,642,693			23,468,004

Loss per share
Basic	$	(0.02	)	$	(0.04	)	$	(0.05	)	$	(0.06	)
Diluted	$	(0.02	)	$	(0.04	)	$	(0.05	)	$	(0.06	)

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

ALPINE 4 TECHNOLOGIES, LTD. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
OPERATING ACTIVITIES:
Net loss	$	(1,238,372	)	$	(1,440,710	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		428,500			325,039
Amortization		37,706			37,706
Change in value of derivative liabilities		(246,025	)		-
Gain on extinguishment of debt		(136,300	)		-
Loss on sale of property and equipment		356,933			-
Employee stock compensation		33,395			32,673
Stock issued for services		176,800			6,168
Amortization of debt issuance		53,499			6,500
Amortization of debt discounts		302,837			22,817
Change in current assets and liabilities:
Accounts receivable		(892,773	)		32,071
Inventory		(367,940	)		(202,807	)
Capitalized contract costs		37,300			-
Prepaids		219,732			(47,806	)
Other non-current assets		(37,704	)		-
Accounts payable		21,285			497,003
Accrued expenses		175,687			271,678
Deferred tax		-			(304	)
Deferred revenue		(149,407	)		31,038
Net cash used in operating activities		(1,224,847	)		(428,934	)

INVESTING ACTIVITIES:
Capital expenditures		(143,480	)		(156,883	)
Proceeds from sale of property and equipment		229,257			-
Acquisition, net of cash acquired		(1,976,750	)		(1,937,616	)
Net cash provided by (used in) investing activities		(1,890,973	)		(2,094,499	)

FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, related party		125,000			94,000
Proceeds from issuances of notes payable, non-related party		779,750			1,942,392
Repayments of notes payable, non-related party		(201,978	)		(156,197	)
Proceeds from line of credit, net		892,866			148,351
Repayments of notes payable, related party		(11,500	)		(117,500	)
Proceeds from convertible notes payable		700,500			142,000
Repayments of convertible notes		(745,959	)		(34,252	)
Proceeds from the sale of common stock		-			15,000
Proceeds from sale leaseback transaction		1,900,000
Cash paid on financing and cash lease obligations		(121,934	)		(11,182	)
Net cash provided by financing activities		3,316,745			2,022,612

NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH		200,925			(500,821	)

CASH AND RESTRICTED CASH, BEGINNING BALANCE		335,823			839,764

CASH AND RESTRICTED CASH, ENDING BALANCE	$	536,748		$	338,943

CASH PAID FOR:
Interest	$	634,400		$	217,791
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest	$	22,850		$	36,963
Common stock issued for convertible note discount	$	9,584		$	-
Debt discount due to derivative liabilities	$	524,470		$	-
Derivative liability resolution	$	-		$	-
Issuance of convertible note for acquisitions	$	450,000		$	1,500,000
Issuance of note payable for acquisitions	$	1,950,000		$	300,000
Notes payable and redeemable common stock restructuring (see Note 9)	$	3,197,538		$	-
Issuance of warrants for acquisition	$	-		$	40,941
Issuance of redeemable common stock for acquisition	$	-		$	1,439,725
Debt discount from convertible note payable	$	-		$	30,000

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

Alpine 4 Technologies Ltd.

Notes to Unaudited Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2018

(Unaudited)

Note 1 – Organization and Basis of Presentation

The unaudited financial statements were prepared by Alpine 4 Technologies Ltd. (the "Company"), pursuant to the rules and regulations of the Securities Exchange Commission ("SEC"). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on April 17, 2018. The results for the three and six months ended June 30, 2018, are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

Description of Business

The Company was incorporated under the laws of the State of Delaware on April 22, 2014. The Company was formed to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. The Company is a technology holding company owning four companies (ALTIA, LLC; Quality Circuit Assembly, Inc. ("QCA"); Venture West Energy Services ("VWES") (formerly Horizon Well Testing, LLC); and American Precision Fabricators, Inc., an Arkansas corporation ("APF"). On April 5, 2018, the Company acquired 100% of the outstanding shares of APF (see Note 9).

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of June 30, 2018, and December 31, 2017. Significant intercompany balances and transactions have been eliminated.

Basis of presentation

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

Use of estimates

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

Reclassification

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.

Advertising

Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were not significant.

Cash

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of June 30, 2018, and December 31, 2017, the Company had no cash equivalents.

The following table provides a reconciliation of cash and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.

	June 30, 2018 (Unaudited)		June 30, 2017 (Unaudited)
Cash	$	329,437	$	30,052
Restricted cash included in other non-current assets		207,311		308,891
Total cash and restricted cash shown in statement of cash flows	$	536,748	$	338,943

Major Customers

The Company had two customers that made up 20% and 11%, respectively, of accounts receivable as of June 30, 2018. The Company had two customers that made up 41% and 13%, respectively, of accounts receivable as of December 31, 2017.

For the three months ended June 30, 2018, the Company had two customers that made up 24% and 10%, respectively, of total revenues. For the six months ended June 30, 2018, the Company had one customer that made up 23% of total revenues. For the three months ended June 30, 2017, the Company had one customer that made up approximately 38% of total revenues. For the six months ended June 30, 2017, the Company had one customer that made up approximately 35% of total revenues.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of June 30, 2018 (unaudited), and December 31, 2017, allowance for bad debt was $21,210 and $18,710, respectively.

Inventory

Inventory is valued at the lower of the inventory's cost (weighted average basis) or market. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. Inventory is segregated into four areas, raw materials, WIP, finished goods, and In-Transit. Below is a breakdown of how much inventory was in each area as of June 30, 2018 (unaudited), and December 31, 2017:

	June 30, 2018 (Unaudited)		December 31, 2017
Raw materials	$	837,615	$	577,259
WIP		1,137,070		440,586
Finished goods		280,875		161,310
In Transit		-		33,391
	$	2,255,560	$	1,212,546

Property and Equipment

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

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

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

During the six months ended June 30, 2018 (unaudited), the Company sold automobiles and trucks with a book value of $586,190 for $229,257 of proceeds, resulting in a loss on disposal of $356,933 which is reflected in the Company's operating expenses for the six months ended June 30, 2018.

Property and equipment consisted of the following as of June 30, 2018 (unaudited), and December 31, 2017:

	June 30, 2018 (Unaudited)			December 31, 2017
Automobiles and trucks	$	591,028		$	1,208,935
Machinery and equipment		5,918,496			4,454,466
Office furniture and fixtures		40,668			7,056
Building		5,795,000			3,945,952
Land		-			126,347
Leasehold improvements		294,524			294,524
Less: Accumulated depreciation		(1,185,937	)		(838,893	)
	$	11,453,779		$	9,198,387

Purchased Intangibles and Other Long-Lived Assets

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

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

Intangible assets consisted of the following as of June 30, 2018 (unaudited), and December 31, 2017:

	June 30, 2018 (Unaudited)			December 31, 2017
Software	$	278,474		$	278,474
Noncompete		100,000			100,000
Customer lists		531,187			531,187
Less: Accumulated amortization		(194,744	)		(157,039	)
	$	714,917		$	752,622

Other long-term assets consisted of the following as of June 30, 2018 (unaudited), and December 31, 2017:

	June 30, 2018 (Unaudited)		December 31, 2017
Restricted Cash	$	207,311	$	207,311
Deposits		56,631		50,927
Other		32,000		-
	$	295,942	$	258,238

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

Impairment of Long-Lived Assets

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

Goodwill

In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of June 30, 2018, and December 31, 2017, the reporting units with goodwill were QCA, VWES and APF.

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

Fair Value Measurement

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

Revenue Recognition

On January 1, 2018, the Company adopted ASC Topic 606, "Revenue from Contracts with Customers" using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under ASC Topic 605.

The Company recorded a net increase to its opening accumulated deficit of $178,202 as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606, with the impact related to recognition of revenue and costs relating to the sales of the 6^th Sense Auto service. Under the new revenue standard, sales of the Company's 6^th Sense Auto service, which includes a hardware and a monthly subscription component, are required to be treated as a single performance obligation and recognized over time. As a result, the deferred revenue increased by $279,736 and capitalized contract costs increased by $101,534. The impact to the consolidated statement of operations for the quarter ended June 30, 2018 was a net increase of $103,249 to revenue and a net increase of $31,630 to cost of revenue an increase of as a result of applying ASC Topic 606. The impact to the consolidated statement of operations for the six months ended June 30, 2018 was a net increase of $119,137 to revenue and a net increase of $37,300 to cost of revenue an increase of as a result of applying ASC Topic 606. The impact to the consolidated statement of operations for the three and six months ended June 30, 2017 was a net decrease of $103,708 to revenue and a net decrease of $32,385 to cost of revenue.

Revenues under ASC Topic 606 are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The following is a summary of the revenue recognition policy for each of the Company's subsidiaries.

ALTIA

Revenues recorded by ALTIA relate primarily to the Company's 6^th Sense Auto service. The Company accounts for its revenue by deferring the total contract amount and recognizing the amounts over the monthly subscription period, ranging from 12 to 36 months.

QCA

QCA is a contract manufacturer and recognizes revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial.

VWES

VWES performs water transfer services and well testing for the oil and gas industry. Revenue is recognized over time as services under the contracts are completed.

APF

APF is a contract manufacturer and recognizes revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial.

Earnings (loss) per share

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

Stock-based compensation

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

Income taxes

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

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

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

Embedded Conversion Features

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

Related Party Disclosure

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

Recent Accounting Pronouncements

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

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

Note 3 – Going Concern

The accompanying financial statements have been prepared on a going concern basis. The working capital of the Company is currently negative and causes doubt of the ability for the Company to continue. The Company requires capital for its operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the acquisitions of QCA, VWES, and APF have allowed for an increased level of cash flow to the Company. Second, the Company is considering other potential acquisition targets that, like QCA, should increase income and cash flow to the Company. Third, the Company plans to issue additional shares of common stock for cash and services during the next 12 months and has engaged professional service firms to provide advisory services in connection with that capital raise.

Note 4 – Leases

As of June 30, 2018, the future minimum capital lease and financing transaction payments, net of amortization of debt issuance costs, were as follows:

Fiscal Year
2018 (remainder of)	$	357,508
2019		792,232
2020		811,073
2021		830,366
2022		850,122
Thereafter		9,664,220
Total		13,305,521
Less: Current capital leases and financing transaction		(79,502	)
Less: imputed interest		(4,942,752	)
Non-current capital leases and financing transaction	$	8,283,267

In 2016, the Company sold a building and used the money to purchase QCA. Because this is a financing transaction, the sale is recorded under "financing lease obligation" on the accompanying consolidated balance sheet and amortized over the 15-year term of the lease. The term of the lease has been extended through September 30, 2032 at a monthly rate of approximately $69,000. These payments are reflected in the table above.

On April 5, 2018, the Company acquired APF (see Note 9). In order to fund a portion of the acquisition price, the Company simultaneously entered into a sale leaseback transaction with a third-party lender whereby the building acquired from APF was sold for $1,900,000, and leased back to the company for a period of 15 years at a monthly rate of $15,833, subject to an annual increase of 2% throughout the term of the lease. The Company had no gain or loss resulting from the sale of the property, and the resulting lease qualifies as a capital lease. As a result, the Company has capitalized the cost of the building and the resulting capital lease obligation liability of $1,900,000. The resulting capital lease obligation liability of $1,789,117 as of June 30, 2018 is reflected in financing lease obligation in the accompanying consolidated balance sheets. The payments related to this lease are reflected in the table above.

A letter of credit of $1,000,000 is to be provided to the landlord in the above QCA financing lease obligation, of which $207,311 had been satisfied as of June 30, 2018.

Operating Leases

The Company has two non-cancellable operating leases as of June 30, 2018 for its locations in San Jose, California and Oklahoma City, Oklahoma. Approximate monthly rent obligations for these locations amount to $21,500 and $5,000 respectively. The Company also has an office it leases in Phoenix, Arizona on a month-to-month basis. VWES also rents certain equipment on a temporary basis to perform its services.

The five-year minimum rent payments for each location are as follows

Fiscal Year	San Jose, CA		Oklahoma City, OK		Total
2018 (remainder of)	$	66,534	$	15,000	$	81,534
2019		274,118		35,000		309,118
2020		282,342		-		282,342
2021		290,812		-		290,812
Thereafter		-		-		-
Total	$	913,806	$	50,000	$	963,806

Rent expense for the three months ended June 30, 2018 and 2017 amounted to $362,327 and $88,500, respectively. Rent expense for the six months ended June 30, 2018 and 2017 amounted to $820,902 and $181,800, respectively.

Note 5 – Notes Payable

During the year ended December 31, 2017, VWES secured a line of credit with a third-party lender, Crestmark. The line of credit is collateralized by VWES's outstanding accounts receivable, up to 85% with maximum draws of $2,000,000 and a variable interest rate. The Company also secured a five-year fixed rate (10.14%) term loan with Crestmark Equipment Finance for $1,872,392 which is collateralized by VWES's equipment. Both are guaranteed by the Company.

In May 2018, APF also secured a line of credit with Crestmark, providing for borrowings up to $1,000,000 at a variable interest rate, collateralized by APF's outstanding accounts receivable.

As of December 31, 2017, the Company had an outstanding term loan with a 30% interest rate of $10,000 which was repaid during the six months ended June 30, 2018. During the six months ended June 30, 2018, the Company borrowed an aggregate total of $149,000 in additional short-term notes payable bearing interest at 15% per annum with maturity dates of three months from the date of issuance.

On February 22, 2018, the Company issued a $3,000,000 note payable under the Amended and Restated Secured Promissory Note with the seller of VWES (see Note 9). The note is secured by the assets of VWES and bears interest at 7% per annum and is due in semi-annual payments of $150,000 commencing on June 1, 2018, through June 1, 2020.

On April 5, 2018, the Company issued two secured promissory notes in the aggregate principal amount of $1,950,000 ("Secured APF Notes") as part of the consideration for the purchase of APF (see Note 9). The Secured APF Notes are secured by the equipment, customer accounts and intellectual property of the Company, and all of the products and proceeds from any of the assets of APF. The Secured APF Notes bear interest at 4.25% per annum and have aggregate monthly payments of $19,975 for the first 23 months, with a balloon payment due in April 2020 for the remaining principal and interest outstanding.

On May 3, 2018, the Company entered into an equipment note with a lender for total borrowings of $630,750, which is secured by the equipment of APF. The note bears interest at 11.75% per annum and is payable in weekly payments of $3,795 commencing on the loan date through May 4, 2022.

The outstanding balances for the loans were as follows:

	June 30, 2018 (Unaudited)		December 31, 2017
Lines of credit, current portion	$	3,069,982	$	2,012,116
Equipment loans, current portion		1,961,018		1,871,501
Term notes, current portion		504,421		10,000
Total current		5,535,421		3,893,617
Long-term portion		4,943,834		-
Total notes payable	$	10,479,255	$	3,893,617

Future scheduled maturities of outstanding notes payable from related parties are as follows:

	Year Ended
	December 31,

2018 (remainder of)		5,386,097
2019		604,329
2020		4,243,348
2021		178,607
2022		66,874
Total		10,479,255

Note 6 – Notes Payable, Related Parties

At June 30, 2018 (unaudited), and December 31, 2017, notes payable due to related parties consisted of the following:

	June 30, 2018 (Unaudited)		December 31, 2017
Notes payable; non-interest bearing; due upon demand; unsecured	$	4,500	$	4,500

Note payable; bearing interest at 3.33% per month for the first 90 days and 2.22% per month thereafter; due May 26, 2017; unsecured		43,500		43,500

Note payable; bearing interest at 8% per annum; due June 30, 2017; unsecured		7,500		7,500

Note payable to the seller of VWES; bearing interest at 1% per annum; due July 31, 2017; secured by assets of VWES. The amount was extinguished and replaced by Amended and Restated Secured Promissory Note on February 22, 2018 (see Note 9).		-		300,000

Note payable; bearing at 30% per annum; due March 3, 2018; unsecured		-		11,500

Note payable; bearing at 20% per annum; due April 28, 2018; unsecured		20,000		20,000

Series of notes payable, bearing interest at rates from 10% to 15% per annum, with maturity dates from April 2018 to July 2018, unsecured		125,000		-

Total notes payable - related parties	$	200,500	$	387,000

The above notes which are in default as of June 30, 2018, were due on demand by the lenders as of the date of this Report.

Note 7 – Convertible Notes Payable

At June 30, 2018 (unaudited) and December 31, 2017, convertible notes payable consisted of the following:

	June 30, 2018 (Unaudited)		December 31, 2017
Series of convertible notes payable issued prior to December 31, 2016, bearing interest at rates of 8% - 20% per annum, with due dates ranging from April 2016 through October 2017. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share.	$	25,000	$	40,000

Secured convertible notes payable issued to the sellers of QCA on April 1, 2016 for an aggregate of $2,000,000, bearing interest at 5% per annum, due in monthly payments starting on July 1, 2016 and due in full on July 1, 2019. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $10 per share.		1,739,147		1,827,108

Secured convertible note payable issued to the seller of VWES on January 1, 2017 for an aggregate of $1,500,000, bearing interest at 5% per annum, due in full on July 1, 2018. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $8.50 per share. The amount was extinguished and replaced by the Amended and Restated Secured Promissory Note (see Note 9).		-		1,500,000

Series of convertible notes payable issued in January 2017, bearing interest at rates of 10% per annum, and due in January 2018. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share.		10,000		30,000

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

On July 19, 2017, the Company entered into a variable convertible note for $115,000 with net proceeds of $107,000. The note is due January 21, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from July 19, 2017. The Company issued 500,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date. Management had determined that it was probable that the Company would meet the conditions under the note and therefore the shares and the cost of issuance were not recorded. During the three months ended March 31, 2018, the Company repaid the note and the shares were returned.		-		72,748

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

On October 4, 2017, the Company entered into a variable convertible note for $60,000 with net proceeds of $55,000. The note is due July 4, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 35% of the lowest trading price during the previous ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 4, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date.		-		60,000

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

On November 2, 2017, the Company entered into a variable convertible note for $115,000 with net proceeds of $107,000. The note is due May 2, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company issued 150,000 shares to the lender with this note, which has been recorded as a discount.		-		115,000

On November 28, 2017, the Company entered into a variable convertible note for $105,000 with net proceeds of $100,000. The note is due November 28, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 35% of the average of the three lowest trading price during the previous ten days prior to conversion. The Company can prepay the convertible note up to 180 days from November 28, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date.		-			105,000

On December 6, 2017, the Company entered into a variable convertible note for $86,000 with net proceeds of $79,000. Additional borrowings of $64,000 were received under this convertible note in January 2018. The note is due June 6, 2018 and bears interest at 10% per annum. After 180 days at the maturity date, the note is convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.		64,000			86,000

On January 10, 2018, the Company entered into a variable convertible note for $150,000 with net proceeds of $135,000. The note is due October 1, 2018 and bears interest at 12% per annum. The note is immediately convertible into shares of Class A common stock at the lesser of $0.16 per share or 60% of the lowest trading price the previous 25 days prior to conversion. The Company can prepay the note within the first 90 days following January 10, 2018 with a prepayment penalty equal to 145% of the total outstanding balance. The Company issued 333,333 shares to the lender with this note, which has been recorded as a discount.		150,000			-

On March 13, 2018, the Company entered into a variable convertible note for $128,000 with net proceeds of $125,000. The note is due December 30, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 42% of the average of the 2 lowest trading price the previous 10 days prior to conversion. The Company can prepay the note at a penalry ranging from 15% to 40%.		128,000			-

On April 3, 2018, the Company entered into a variable convertible note for $85,000 with net proceeds of $79,000. The note is due January 2, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. In connection with this variable convertible note, the Company issued 386,363 shares of its Class A common stock, which has been recorded as a discount.		85,000			-

On April 5, 2018, the Company entered into convertible promissory notes for an aggregate principal amount of $450,000 as part of the consideration for the acquisition of APF (see Note 9). The convertible notes are due in full in 36 months and bear interest at 4.25% per annum, and are convertible into shares of Class A common stock after 6 months from the issuance date at a rate of $1 per share.		450,000			-

On April 9, 2018, the Company entered into a variable convertible note for $124,199 with net proceeds of $115,000. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. In connection with this variable convertible note, the Company issued 76,670 shares of its Class A common stock, along with warrants to purchase 153,340 shares of Class A common stock at an exercise price of $1 per share which are immediately vested and have a 3 years contractual life. The value of the common stock and warrants have been recorded as a discount.		124,199			-

On April 9, 2018, the Company entered into a variable convertible note for $37,800 with net proceeds of $35,000. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.		37,800			-

On June 4, 2018, the Company entered into a variable convertible note for $165,000 with net proceeds of $151,500. The note is due December 4, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. The Company issued 850,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date. Management had determined that it was probable that the Company would meet the conditions under the note and therefore the shares and the cost of issuance were not recorded.		165,000			-

Total convertible notes payable		2,978,146			4,042,356

Less: discount on convertible notes payable		(310,848	)		(79,630	)

Total convertible notes payable, net of discount		2,667,298			3,962,726

Less: current portion of convertible notes payable		(649,636	)		(2,302,620	)

Long-term portion of convertible notes payable	$	2,017,662		$	1,660,106

The discounts on convertible notes payable arise from stock issued with notes payable, beneficial conversion features, as well as conversion features of certain convertible notes being treated as derivative liabilities (see Note 11). The discounts are being amortized over the terms of the convertible notes payable. Amortization of debt discounts during the three months ended June 30, 2018 and 2017 amounted to $180,247 and $11,468, respectively. Amortization of debt discounts during the six months ended June 30, 2018 and 2017 amounted to $302,837 and $22,817, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations. The unamortized discount balance for these notes was $310,848 as of June 30, 2018, which is expected to be amortized over the next 12 months.

Future scheduled maturities of outstanding convertible notes payable are as follows:

	Year Ended
	December 31,

2018 (remainder of)	$	626,559
2019		1,901,587
2020		-
2021		450,000
Total	$	2,978,146

Note 8 – Stockholders' Equity

Preferred Stock

The Company is authorized to issue 10,000,000 shares of $.0001 par value preferred stock. As of June 30, 2018 and December 31, 2017, no shares of preferred stock were outstanding.

Common Stock

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

The Company had the following transactions in its common stock during the six months ended June 30, 2018:

•	Issued 333,333 shares of its Class A common stock on January 10, 2018 in connection with a convertible note payable. The note payable had an embedded conversion option that was a derivative, and the residual amount after allocating proceeds to the derivative was $0. Accordingly, no discount was recognized.

•	Issued 120,000 shares of its Class A common stock in connection with the conversion of convertible notes payable and accrued interest with a value of $15,600;

•	Issued 100,000 shares of the Company's Class A common stock related to the Amended Agreement with the seller of VWES (see Note 9).

•	Issued 386,363 shares of Class A common stock on April 3, 2018 in connection with a convertible note payable. The note payable had an embedded conversion option that was a derivative, and the residual amount after allocating proceeds to the derivative was $0. Accordingly, no discount was recognized.

•	Issued 76,670 shares of Class A common stock on April 9, 2018 in connection with a convertible note payable. The value of the shares amounted to $9,584 and has been recorded as a discount to the note payable.

•	Issued 3,400,000 shares of Class B common stock on May 16, 2018 to various employees, officers and board members as compensation. The value of the shares amounted to $176,800 and has been recorded as a component of general and administrative expenses for the three and six months ended June 30, 2018.

•	Issued 250,000 shares of Class A common stock on June 7, 2018 for the conversion of $7,250 of outstanding convertible notes payable.

Redeemable Common Stock

During 2017, the Company issued 379,403 shares of its Class A common stock in connection with the purchase of VWES. Of these shares, 260,000 shares were redeemable at $4.25 per share at three different redemption periods: 130,000 shares at 12 months, 65,000 shares at 18 months and 65,000 shares at 24 months from the closing date of the purchase of VWES. Additionally, 119,403 shares were redeemable at $3.35 per share at 12 months from the closing date of the purchase of VWES. These shares were valued at the redemption value of $1,439,725. The redemption right on these shares was cancelled in connection with the Amended Agreement entered on February 22, 2018 (see Note 9).

Due to the nature of the issuance of stock for the VWES acquisition, it was historically recorded outside of permanent equity. Subsequent to February 22, 2018 after the cancellation of the redemption rights, the stock was reclassified to equity in the accompanying consolidated balance sheet.

Stock Options

The Company has issued stock options to purchase shares of the Company's Class A common stock issued pursuant to the Company's 2016 Stock Option and Stock Award Plan (the "Plan"). The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant and on each modification date.

The following summarizes the stock option activity for the six months ended June 30, 2018:

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

Outstanding at December 31, 2017		782,250		$	0.42		9.44
Granted		789,000			0.06
Forfeited		(56,250	)		0.81
Exercised		-			-
Outstanding at June 30, 2018 (unaudited)		1,515,000		$	0.21		9.43	$	63,580

Vested and expected to vest at June 30, 2018 (unaudited)		1,515,000		$	0.21		9.43	$	63,580

Exercisable at June 30, 2018 (unaudited)		131,250		$	0.49		8.90	$	188

The following table summarizes information about options outstanding and exercisable as of June 30, 2018:

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

$	0.05		704,000		9.88	$	0.05		-	$	0.05
	0.10		85,000		9.79		0.10		-		0.10
	0.13		388,500		9.09		0.13		46,875		0.13
	0.26		114,000		8.85		0.26		28,500		0.26
	0.90		223,500		8.78		0.90		55,875		0.90
			1,515,000						131,250

During the three months ended June 30, 2018 and 2017, stock option expense amounted to $17,555 and $32,673, respectively. During the six months ended June 30, 2018 and 2017, stock option expense amounted to $33,395 and $32,673, respectively. Unrecognized stock option expense as of June 30, 2018 amounted to $224,048, which will be recognized over a period extending through May 2022.

Warrants

On January 1, 2017, the Company granted 75,000 warrants to the seller of VWES. The warrants have a 3 year contractual life, an exercise price of $4.25 per share and are vested immediately. The warrants were accounted for as part of the purchase price of the acquisition of VWES. On February 22, 2018, in connection with the Amended Agreement (see Note 9), the warrants were cancelled and replaced with 75,000 new warrants with an exercise price of $1 per share that were vested immediately and have a contractual life of 3 years.

On April 9, 2018, the Company granted 153,340 warrants in connection with the issuance of a convertible note payable. The warrants have a 3 year contractual life, an exercise price of $1 per share and are vested immediately.

During the six months ended June 30, 2017, the Company granted an aggregate total of 2,001 warrants to individuals. These warrants all have a 3 year contractual life, an exercise price of $2.00 per share and are vested immediately.

Note 9 – Business Combinations

Venture West Energy Services

Effective January 1, 2017, the Company purchased 100% of the outstanding interests of Venture West Energy Services ("VWES") (formerly Horizon Well Testing, LLC).

Alpine 4 purchased 100% of the outstanding interests of VWES for $2,200,000 cash, two notes payable ($1,500,000 and $300,000), 379,403 shares of Alpine 4's Class A common stock, valued at $1,439,725, and 75,000 warrants, to purchase one share of Alpine 4 Class A common stock, valued at $40,941. The $300,000 note bears interest at 1% and was payable in full by July 31, 2017 (see Note 6). The $1,500,000 note is a convertible note with an option to convert at $8.50 into Alpine 4's Class A common stock. The $1,500,000 note bears interest at 5% per annum and has a balloon payment due on the 18-month anniversary of the closing of the purchase. There were also post-closing adjustments of $25,232.

A summary of the purchase price allocation at fair value is below.

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

Pro forma information is not provided because the results after December 31, 2016 are post-acquisition.

On February 22, 2018, the Company entered into an Amended Agreement with the seller of VWES. Per the terms of the Amended Agreement, the two notes payable initially issued to the seller of VWES on January 1, 2017, for $1,500,000 and $300,000 were cancelled, along with the redemption rights associated with 379,403 shares the Company's Class A common stock and 75,000 warrants, and replaced with a new Amended and Restated Secured Promissory Note for $3,000,000 (see Note 5). The new note is due in semi-annual payments of $150,000 commencing on June 1, 2018, through June 1, 2020 and bears interest at 7% per annum. If the note is paid was full on or before June 1, 2018, the balance due would be discounted by $500,000. If the note is paid in full after June 1, 2018, and on or before December 1, 2018, the balance due will be discounted by $450,000. If the note is paid in full after December 1, 2018, and on or before June 1, 2019, the balance due will be discounted by $350,000. If the note is paid in full after June 1, 2019, and on or before December 1, 2019, the balance due will be discounted by $250,000. If the note is paid in full after December 1, 2019, and on or before June 1, 2020, the balance due will be discounted by $200,000.

In connection with the Amended Agreement, the Company also issued an additional 100,000 shares of Class A common stock to the seller of VWES valued at $15,000, and granted new warrants effective February 22, 2018 to purchase 75,000 shares of common stock with an exercise price of $1.00 per share valued at $9,142 using the Black-Sholes model. The warrants are immediately vested and have a contractual life of 3 years. The Company also agreed to return the land and building acquired in the acquisition of VWES to the seller. The land and building had an aggregate book value as of February 22, 2018 of $173,396, which approximated its fair value.

The Company compared the value of the extinguished debt, returned land and building and cancelled stock and warrants to the value of the new Amended and Restated Secured Promissory Note and new instruments issued as of February 22, 2018. The difference of $136,300 was reflected as a gain on extinguishment of debt during the accompanying consolidated statements of operations for the six months ended June 30, 2018.

The following is a summary of the non-cash items given as consideration to the seller of VEWS in connection with the Amended and Restated Secured Promissory Note, which is reflected in the supplemental disclosure of non-cash financing activities in the accompanying consolidated statement of cash flows for the six months ended June 30, 2018.

	Non-Cash
	Consideration
Note payable	$	3,000,000
Common stock		15,000
Warrants		9,142
Land and building		173,396
Total	$	3,197,538

American Precision Fabricators ("APF")

On April 5, 2018, the Company announced that it had entered into a Securities Purchase Agreement (the "SPA") with APF, an Arkansas corporation, and Andy Galbach ("Galbach") and Clarence Carl Davis, Jr. ("Davis"), the owners of APF (the "Sellers"). Pursuant to the SPA, the Company acquired 100% of the outstanding shares in APF.

The total purchase price of APF from the SPA amounted to $4,500,000, which consisted of aggregate cash consideration paid to the Sellers of $2,100,000, an aggregate of $1,950,000 of secured promissory notes due to the Sellers (see Note 5), and an aggregate of $450,000 of convertible promissory notes due to the Sellers (see Note 7). At the closing date, the Company and the Sellers agreed to a reduction of the purchase price of $123,250, resulting from a net working capital adjustment which was deducted from the cash consideration due to the Sellers. As a result, the total purchase price of APF was $4,376,750.

A summary of the purchase price allocation at fair value is below. The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date.

	Purchase Allocation
Accounts receivable	$	945,050
Inventory		675,074
Prepaid expenses and other current assets		250,040
Property and equipment		3,300,000
Goodwill		1,230,100
Accounts payable		(1,234,328	)
Accrued expenses		(154,186	)
Line of credit		(165,000	)
Deferred tax liability		(470,000	)
	$	4,376,750

In connection with the SPA, and as consideration for the Company to enter into the SPA, APF and Galbach entered into a Consulting Services Agreement (the "Consulting Agreement"), pursuant to which Galbach agreed for a period of 90 days following the closing date to provide strategic management services to APF, meet with APF's new management, and provide his knowledge in customer relations, trade and service implementation, and other business disciplines. Additionally, APF agreed to reimburse Galbach for his expenses incurred by Galbach in connection with providing the services under the Consulting Agreement.

Simultaneous with the purchase of APF, a building, owned by APF prior to the acquisition, was sold in a sale-leaseback transaction agreement, whereby the building was leased from the buyer for 15 years. The proceeds from the sale-leaseback of $1,900,000 were used to fund the cash consideration to the sellers. The building and the lease is being treated as a capital lease (see Note 4).

The following are the unaudited pro forma results of operations for the three and six months ended June 30, 2018 and 2017, as if APF had been acquired on January 1, 2017. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated.

	Pro Forma Combined Financials (Unaudited)
	Three Months Ended June 30, 2018			Three Months Ended June 30, 2017

Revenue	$	5,130,415		$	3,286,385

Net Loss	$	(582,886	)	$	(1,103,843	)

Net Loss per Common Share - Basic and Diluted	$	(0.02	)	$	(0.05	)

	Pro Forma Combined Financials (Unaudited)
	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017

Revenue	$	9,858,522		$	6,915,583

Net Loss	$	(1,474,069	)	$	(1,689,535	)

Net Loss per Common Share - Basic and Diluted	$	(0.06	)	$	(0.07	)

Note 10 – Industry Segments

This summary presents the Company's segments, QCA, VWES and APF for the three and six months ended June 30, 2018 and 2017:

	Three Months Ended June 30, 2018
									Unallocated
									and			Total
	QCA		VWES			APF			Eliminations			Consolidated
Revenue	$	2,499,853	$	1,459,548		$	961,597		$	159,898		$	5,080,896
Segment gross profit		1,081,040		209,337			199,458			84,156			1,573,991
Segment depreciation and amortization		72,611		97,291			95,817			8,334			274,053
Segment interest expense		147,597		50,954			28,706			427,807			655,064
Segment net income (loss)		539,831		(228,846	)		(176,786	)		(711,493	)		(577,294	)
Purchase and acquisition of long-lived assets		20,234		81,197			3,306,959			11,574			3,419,964

	Three Months Ended June 30, 2017
									Unallocated
									and			Total
	QCA			VWES			APF		Eliminations			Consolidated
Revenue	$	1,884,879		$	350,300		$	-	$	94,853		$	2,330,032
Segment gross profit		570,566			(203,335	)		-		49,481			416,712
Segment depreciation and amortization		72,503			100,943			-		8,333			181,779
Segment interest expense		180,920			66,058			-		119,904			366,882
Segment net income (loss)		(27,600	)		(526,544	)		-		(298,613	)		(852,757	)

	Six Months Ended June 30, 2018
									Unallocated
									and			Total
	QCA		VWES			APF			Eliminations			Consolidated
Revenue	$	4,945,746	$	2,485,475		$	961,597		$	320,486		$	8,713,304
Segment gross profit		1,806,564		365,423			199,458			83,629			2,455,074
Segment depreciation and amortization		145,221		208,501			95,817			16,667			466,206
Segment interest expense		298,583		66,111			28,706			614,159			1,007,559
Segment net income (loss)		730,948		(668,622	)		(176,786	)		(1,123,912	)		(1,238,372	)
Purchase and acquisition of long-lived assets		20,234		104,713			3,306,959			11,574			3,443,480

	Six Months Ended June 30, 2017
									Unallocated
									and			Total
	QCA			VWES			APF		Eliminations			Consolidated
Revenue	$	3,563,720		$	1,126,080		$	-		133,473		$	4,823,273
Segment gross profit		1,096,849			(135,819	)		-		71,304			1,032,334
Segment depreciation and amortization		144,598			201,481			-		16,666			362,745
Segment interest expense		348,653			137,991			-		169,846			656,490
Segment net income (loss)		(137,916	)		(789,978	)		-		(512,816	)		(1,440,710	)

	As of June 30, 2018
							Unallocated
							and		Total
	QCA		VWES		APF		Eliminations		Consolidated
Accounts receivable, net	$	1,943,496	$	1,163,924	$	789,450	$	8,034	$	3,904,904
Goodwill		1,963,761		167,845		1,230,100		-		3,361,706
Total assets		11,058,803		4,888,486		6,125,560		559,896		22,632,745

Note 11 – Derivative Liabilities and Fair Value Measurements

Derivative liabilities

The Company has issued convertible notes payable that were evaluated under the guidance in FASB ASC 815-40, Derivatives and Hedging, and were determined to have characteristics of derivative liabilities. As a result of the characteristics of these notes, the conversion options relating to previously issued convertible debt and outstanding Class A common stock warrants were also required to be accounted for as derivative liabilities under ASC 815. Under this guidance, this derivative liability is marked-to-market at each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivatives.

During the six months ended June 30, 2018, the Company had new convertible notes which became convertible that resulted in an additional $688,426 initial derivative fair value, which was recorded as a derivative liability and a discount to the note payable, of which $163,956 was immediately recorded as a derivative expense due to the value of the derivative liability exceeding the book value of the note payable. In addition, the Company paid off existing convertible notes which resulted in a reduction of the derivative liability and a gain on the change in value of derivatives of $252,606.

As of December 31, 2017, the fair value of the derivative liability amounted to $271,588. As of June 30, 2018, the fair value of the derivative liability amounted to $550,033. The change in value of the derivative liabilities for the three and six months ended June 30, 2018 in the accompanying consolidated statements of operations amounted to a gain of $239,610 and $246,025, respectively.

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

The Company estimated the fair value of the derivative liabilities using the Black-Scholes Option Pricing Model and the following key assumptions during the six months ended June 30, 2018.

Expected dividend yield		0	%
Weighted average expected volatility		200	%
Weighted average risk-free interest rate		2.38	%
Expected terms (years)	.05 to 3.0

Fair value measurements

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

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

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

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

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

The following table provides a summary of the fair value of our derivative liabilities as of June 30, 2018 (unaudited), and December 31, 2017:

	Fair value measurement on a recurring basis
	Level 1			Level 2			Level 3
As of June 30, 2018
Liabilities
Derivatives		$	-		$	-		$	550,033

As of December 31, 2017
Liabilities
Derivatives		$	-		$	-		$	271,588

The below table presents the change in the fair value of the derivative liabilities during the six months ended June 30, 2018:

Fair value as of December 31, 2017	$	271,588
New derivative liabilities from embedded conversion features, net		524,470
Gain on change in fair value of derivatives		(246,025	)
Fair value as of June 30, 2018 (unaudited)	$	550,033

Note 12 – Subsequent Events

On July 16, 2018, the Company entered into a convertible note payable for $220,000 with net proceeds of $214,000. The note bears interest at 10% per annum and is due on July 16, 2019. The note is convertible into shares of the Company's Class A common stock at the option of the holder at any time after the 6^th month anniversary of the note at a conversion price equal to 65% of the average three lowest closing bid prices for the ten trading days prior to conversion. The note may be prepaid up to 180 days after the issuance date with prepaid penalties ranging from 13% to 39%. The note may not be prepaid after the 180^th day.

On July 18, 2018, the Company entered into a convertible promissory note for $88,000 with net proceeds of $85,000. The note bears interest at 12% per annum and is due on April 30, 2019. The note is convertible into shares of the Company's Class A common stock at the option of the holder at any time after 180 days from the issuance of the note at a conversion price equal to 58% of the average two lowest closing bid prices for the ten trading days prior to conversion. The note may be prepaid up to 180 days after the issuance date with prepaid penalties ranging from 15% to 40%. The note may not be prepaid after the 180^th day.

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

There are statements in this Report that are not historical facts. These "forward-looking statements" can be identified by use of terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Report carefully, especially the risks discussed under "Risk Factors." Although management believes that the assumptions underlying the forward-looking statements included in this Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation to update or revise any forward-looking statements.

Overview and Highlights

Company Background

Alpine 4 Technologies Ltd. ("we" or the "Company") was incorporated under the laws of the State of Delaware on April 22, 2014. Alpine 4 Technologies, Ltd (ALPP) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of Drivers, Stabilizers, and Facilitators. At Alpine 4, we understand the nature of how technology and innovation can accentuate a business. Our focus is on how the adaptation of new technologies even in brick and mortar businesses can drive innovation. We also believe that our holdings should benefit synergistically from each other and that the ability to have collaboration across varying industries can spawn new ideas and create fertile ground for competitive advantages. This unique perspective has culminated in the development of our Blockchain enabled Enterprise Business Operating System called SPECTRUMebos.

The Company is a technology holding company owning four companies (ALTIA, LLC; Quality Circuit Assembly, Inc. ("QCA"); Venture West Energy Services ("VWES") (formerly Horizon Well Testing, LLC); and American Precision Fabricators, Inc., an Arkansas corporation ("APF"). On April 5, 2018, the Company acquired 100% of the outstanding shares of APF.

Business Strategy

Alpine 4's strategy is to provide Fortune 500-level execution strategies in its subsidiary companies and market segments to businesses and companies that have the most to benefit from this access.

Alpine 4 feels this opportunity exists in smaller middle market operating companies with revenues between $5 to $150 million. In this target rich environment, businesses generally sell at more reasonable multiples, presenting greater opportunities for operational and strategic improvements and have greater potential for growth. Implementation of our strategy within our holdings is accomplished by the offering of strategic and tactical MBA-level training and development, delivered via the following modules:

-	Alpine 4 Mini MBA program; and

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

Business Seasonality and Product Introductions

Following the acquisition of the Quality Circuit Assembly, Inc., VWES and APF, and with the newly acquired dealership pilot and contract for ALTIA, LLC, the Company expects to experience higher net sales in its third and fourth quarters compared to other quarters in its fiscal year. Each company has varying seasonality to their sales and will be reflected in the financial statements.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $21,850,449 as of June 30, 2018. The Company requires capital for its contemplated operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. Our financial statements contain additional note disclosures describing the management's assessment of our ability to continue as a going concern.

The management of Alpine 4 understands basis for including a going concern in this filing. However, the management points out that over the past 4 years, Alpine 4 has consistently been able to operate under the current working capital environment and the going concern is nothing new or a recent event. In order to mitigate the risk related with the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the acquisitions of QCA, VWES, and APF have allowed for an increased level of cash flow to the Company. Second, the Company is considering other potential acquisition targets that, like QCA, should increase income and cash flow to the Company. Third, the Company plans to issue additional shares of common stock for cash and services during the next 12 months and has engaged professional service firms to provide advisory services in connection with that capital raise.

Results of Operations

The following are the results of our operations for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017.

	Three Months Ended June 30, 2018			Three Months Ended June 30, 2017			$ Change

Revenue	$	5,080,896		$	2,330,032		$	2,750,864
Cost of revenue (exclusive of depreciation)		3,506,905			1,913,320			1,593,585
Gross Profit		1,573,991			416,712			1,157,279

Operating expenses:
General and administrative expenses		1,513,584			774,239			739,345
Depreciation		255,200			162,926			92,274
Amortization		18,853			18,853			-
Total operating expenses		1,787,637			956,018			831,619
Loss from operations		(213,646	)		(539,306	)		325,660

Other expenses
Interest expense		655,064			366,882			288,182
Change in value of derivative liabilities		(239,610	)		-			(239,610	)
Gain on extinguishment of debt		-			-			-
Other (income)		(51,806	)		(53,752	)		1,946
Total other expenses		363,648			313,130			50,518

Loss before income tax		(577,294	)		(852,436	)		275,142

Income tax expense		-			321			(321	)

Net loss	$	(577,294	)	$	(852,757	)	$	275,463

Revenue

Our revenues for the three months ended June 30, 2018, increased by $2,750,864 as compared to the three months ended June 30, 2017. In 2018, the increase in revenue related to $614,974 for QCA, $1,109,248 for VWES, $961,597 for APF which did not exist in 2017, and $65,045 relating to the 6^th Sense Auto and Brake Active services of ALTIA. The increase in revenue was driven by the continued growth of QCA and VWES through the acquisition of new customers and expanded business with existing customers, as well as the acquisition of APF. We expect our revenue to continue to grow over the remainder of the year.

Cost of revenue

Our cost of revenue for the three months ended June 30, 2018, increased by $1,593,585 as compared to the three months ended June 30, 2017. In 2018, the increase in our cost of revenue related to $104,500 for QCA, $696,576 for VWES, $762,139 for APF which did not exist in 2017, and $30,370 for ALTIA services and other. The increase in cost of revenue among all the different segments was the result of the increase in revenues. We expect our cost of revenue to increase over the next year as our revenue increases.

Operating expenses

Our operating expenses for the three months ended June 30, 2018, increased by $831,619 as compared to the three months ended June 30, 2017. The increase consisted primarily of an increase to general and administrative expenses of $739,345, which was the result of increased operating activity during the second quarter of 2018 including $176,800 of additional compensation expense from the issuance of shares to employees in May 2018, as well as an increase in general and administrative expenses from the acquisition of APF during the second quarter of 2018 which did not exist in 2017. We also had increased depreciation expense of $92,274 during the three months ended June 30, 2018 as compared to 2017 due to increases in property and equipment during the year, primarily from the acquisition of APF.

Other expenses

Other expenses for the three months ended June 30, 2018, increased by $50,518 as compared to 2017. This increase was primarily due to higher interest expense of $288,182 due to an increase in the average debt balance outstanding in 2018 as compared to 2017. This increased in interest expense was offset a gain on the change in fair value of derivatives of $239,610 which did not exist in the prior year.

The following are the results of our operations for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017.

	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017			$ Change

Revenue	$	8,713,304		$	4,823,273		$	3,890,031
Cost of revenue (exclusive of depreciation)		6,258,230			3,790,939			2,467,291
Gross Profit		2,455,074			1,032,334			1,422,740

Operating expenses:
General and administrative expenses		2,362,732			1,587,006			775,726
Depreciation		428,500			325,039			103,461
Amortization		37,706			37,706			-
Loss on sale of property and equipment		356,933			-			356,933
Total operating expenses		3,185,871			1,949,751			1,236,120
Loss from operations		(730,797	)		(917,417	)		186,620

Other expenses
Interest expense		1,007,559			656,490			351,069
Change in value of derivative liabilities		(246,025	)		-			(246,025	)
Gain on extinguishment of debt		(136,300	)		-			(136,300	)
Other (income)		(117,659	)		(133,564	)		15,905
Total other expenses		507,575			522,926			(15,351	)

Loss before income tax		(1,238,372	)		(1,440,343	)		201,971

Income tax expense		-			367			(367	)

Net loss	$	(1,238,372	)	$	(1,440,710	)	$	202,338

Revenue

Our revenues for the six months ended June 30, 2018, increased by $3,890,031 as compared to the six months ended June 30, 2017. In 2018, the increase in revenue related to $1,382,026 for QCA, $1,359,395 for VWES, $961,597 for APF which did not exist in 2017, and $187,013 relating to the 6^th Sense Auto and Brake Active services of ALTIA. The increase in revenue was driven by the continued growth of QCA and VWES through the acquisition of new customers and expanded business with existing customers, as well as the acquisition of APF. We expect our revenue to continue to grow over the remainder of the year.

Cost of revenue

Our cost of revenue for the six months ended June 30, 2018, increased by $2,467,291 as compared to the six months ended June 30, 2017. In 2018, the increase in our cost of revenue related to $672,311 for QCA, $858,153 for VWES, $762,139 for APF which did not exist in 2017, and $174,688 for ALTIA services and other. The increase in cost of revenue among all the different segments was the result of the increase in revenues. We expect our cost of revenue to increase over the next year as our revenue increases.

Operating expenses

Our operating expenses for the six months ended June 30, 2018, increased by $1,236,120 as compared to the six months ended June 30, 2017. The increase consisted primarily of an increase to general and administrative expenses of $775,726 related primarily to increased operating activity during 2018 including $176,800 of additional compensation expense from the issuance of shares to employees in May 2018, as well as additional general and administrative expenses from the acquisition of APF during the second quarter of 2018 which did not exist in 2017. We also had a loss from the sale of property and equipment of $356,933 during the six months ended June 30, 2018, which was a one-time event that did not exist in 2017. We also had increased depreciation expense of $103,461 during the six months ended June 30, 2018 as compared to 2017 due to increases in property and equipment during the year, primarily from the acquisition of APF.

Other expenses

Other expenses for the six months ended June 30, 2018, decreased by $15,351 as compared to 2017. During 2018, we had a gain on the change in fair value of derivatives of $246,025, which did not exist in the prior year. We also had a gain on extinguishment of debt of $136,300 resulting from the modification of debt in February 2018. These gains in 2018 were offset partially by an interest expense of $351,069 due to an increase in the average debt balance outstanding in 2018 as compared to 2017.

Liquidity and Capital Resources

We have financed our operations since inception from the sale of common stock, capital contributions from stockholders and from the issuance of notes payable and convertible notes payable. We expect to continue to finance our operations from our current operating cash flow and by the selling shares of our common stock and or debt instruments.

Management expects to have sufficient working capital for continuing operations from either the sale of its products or through the raising of additional capital through private offerings of our securities. Additionally, the Company is monitoring additional businesses to acquire which management hopes will provide additional operating revenues to the Company. There can be no guarantee that the planned acquisitions will close or that they will produce the anticipated revenues on the schedule anticipated by management.

The Company also may elect to seek bank financing or to engage in debt financing through a placement agent. If the Company is unable to raise sufficient capital from operations or through sales of its securities or other means, we may need to delay implementation of our business plans.

Contractual Obligations

Our significant contractual obligations as of June 30, 2018, were as follows:

	Payments due by Period
	Less than One Year		One to Three Years		Three to Five Years		More Than Five Years		Total
Notes payable, related parties	$	200,500	$	-	$	-	$	-	$	200,500
Notes payable, non-related parties		5,535,421		4,943,834		-		-		10,479,255
Convertible notes payable		960,484		2,017,662		-		-		2,978,146
Total	$	6,696,405	$	6,961,496	$	-	$	-	$	13,657,901

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require that we make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. On an ongoing basis, management evaluates its estimates, including those related to collection of receivables, impairment of goodwill, contingencies, calculation of derivative liabilities and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in material differences from the estimated amounts in the financial statements.

For a summary of our critical accounting policies, refer to Note 2 of our unaudited consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, June 30, 2018. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer.

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

Based upon that evaluation, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to the following material weaknesses in our internal control over financial reporting, many of which are indicative of many small companies with small staff: (i) as of December 31, 2017, our previous CFO resigned from his position for personal reasons, (ii) inadequate segregation of duties and effective risk assessment; (iii) inadequate control activities and monitoring processes; and (iv) failure in the process for identification and disclosure of related party transactions; and (v) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both U.S. GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2018: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2018, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Kevin Cannon et al. v. Alpine 4 Technologies Ltd., Jeff Hail, et al, Arizona Superior Court, Maricopa County, Cas No. CV2017-055699. On October 4, 2017, Kevin Cannon and Michelle Hanby, individually and on behalf of It's a Date LLC and Brake Plus NWA, Inc., filed a lawsuit in the Arizona Superior Court, Maricopa County, against the Company and several other defendants, including Jeff Hail, the Company's Sr. Vice President. The claim against the Company alleges tortious interference of contract by the Company. The Company brought a motion to dismiss the Complaint for failure to state a claim on which relief could be granted. The Court permitted the plaintiffs to amend their complaint, which they did. The Company has filed another motion dismiss the Complaint for failure to state a claim on which relief could be granted. The Court denied the motion to dismiss. As of the date of this Report, , the Company had served discovery requests on the Plaintiffs, and the Plaintiffs had responded, but no discovery requests have been served on the Company, and no scheduling order has been entered. The Company disputes the claim against it and intends to defend vigorously against the lawsuit.

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

During the quarter ended June 30, 2018, the Company issued 463,033 shares of its restricted Class A common stock in connection with the issuance of convertible notes payable and 250,000 shares for note conversions.

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

The Company Issued 3,400,000 shares of Class B common stock on May 16, 2018 to Employees, Officers, and Board Members.

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

Item 3. Defaults Upon Senior Securities.

None

Item 6. Exhibits.

3.1	Certificate of Incorporation (previously filed with the Commission as an exhibit to the Company's Form 10 and incorporated herein by reference)

3.2	Bylaws (previously filed with the Commission as an exhibit to the Company's Form 10 and incorporated herein by reference)

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

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

10.13	APF Securities Agreement (incorporated by reference to Alpine 4's Current Report on Form 8-K filed with the Commission on April 9, 2018)

10.14	Secured Promissory Notes (incorporated by reference to Alpine 4's Current Report on Form 8-K filed with the Commission on April 9, 2018)

10.15	Secured Convertible Notes (incorporated by reference to Alpine 4's Current Report on Form 8-K filed with the Commission on April 9, 2018)

10.16	Security Agreement (incorporated by reference to Alpine 4's Current Report on Form 8-K filed with the Commission on April 9, 2018)

10.17	Consulting Services Agreement (incorporated by reference to Alpine 4's Current Report on Form 8-K filed with the Commission on April 9, 2018)

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

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

101.INS*	XBRL Instance Document

101.SCH*	XBRL Taxonomy Extension Schema Document

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*	XBRL Taxonomy Extension Label Linkbase Document

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*	XBRL Taxonomy Extension Definition Linkbase Definition

SIGNATURES

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

	Alpine 4 Technologies Ltd.

Dated: August 17, 2018

	By: /s/ Kent B. Wilson
	Kent B. Wilson
	Chief Executive Officer, Chief Financial Officer, President and Director (Principal Executive Officer, Principal Accounting Officer)

I, Kent B. Wilson, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Alpine 4 Technologies Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2018	Aug. 17, 2018
Entity Registrant Name	Alpine 4 Technologies Ltd.
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Trading Symbol	alpp
Amendment Flag	false
Entity Central Index Key	0001606698
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Common Class A
Entity Common Stock, Shares Outstanding		24,867,856
Common Class C
Entity Common Stock, Shares Outstanding		5,000,000

CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Debt Discount, Convertible Debt	$ 310,848	$ 79,630
Class A Redeemable Common Stock par value	$ 0.0001	$ 0.0001
Class A Redeemable Common Stock issued		379,403
Class A Redeemable Common Stock outstanding		379,403
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Class A Common Stock
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	24,867,856	23,222,087
Common stock shares outstanding	24,867,856	23,222,087
Class B Common Stock
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	5,000,000	5,000,000
Common stock shares issued	5,000,000	1,600,000
Common stock shares outstanding	5,000,000	1,600,000

CONSOLIDATED BALANCE SHEET - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash	$ 329,437	$ 128,512
Accounts receivable, net	3,904,904	2,067,081
Inventory	2,255,560	1,212,546
Capitalized contract costs	64,234
Prepaid expenses and other current assets	252,266	221,958
Total current assets	6,806,401	3,630,097
Property and equipment, net	11,453,779	9,198,387
Intangible asset, net	714,917	752,622
Goodwill	3,361,706	2,131,606
Other non-current assets	295,942	258,238
Total non-current assets	15,826,344	12,340,853
TOTAL ASSETS	22,632,745	15,970,950
CURRENT LIABILITIES:
Accounts payable	3,236,608	1,980,995
Accrued expenses	1,289,176	1,049,185
Deferred Revenue, current portion	195,250	64,918
Derivative liabilities	550,033	271,588
Deposits	12,509	12,509
Notes payable, current portion	5,535,421	3,893,617
Notes payable, related parties, current portion	200,500	387,000
Convertible notes payable, current portion, net of discount of $310,848 and $79,630	649,636	2,302,620
Financing lease obligation, current portion	79,502	24,590
Total current liabilities	11,748,635	9,987,022
NON-CURRENT LIABILITIES:
Notes payable, net of current portion	4,943,834
Convertible notes payable, net of current portion	2,017,662	1,660,106
Financing lease obligation, net of curent portion	8,283,267	6,560,112
Deferred Revenue, non-current portion	40	43
Deferred tax liability	651,703	181,703
Total non-current liabilities	15,896,506	8,401,964
TOTAL LIABILITIES	27,645,141	18,388,986
REDEEMABLE COMMON STOCK
Class A Common stock, $0.0001 par value, 0 and 379,403 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively		1,439,725
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized,none issued and outstanding
Additional paid-in capital	16,835,066	16,573,632
Accumulated deficit	(21,850,449)	(20,433,875)
Total stockholders' deficit	(5,012,396)	(3,857,761)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	22,632,745	15,970,950
Class A Common Stock
STOCKHOLDERS' DEFICIT:
Common stock	2,487	2,322
Class B Common Stock
STOCKHOLDERS' DEFICIT:
Common stock	$ 500	$ 160

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
CONSOLIDATED STATEMENT OF OPERATIONS
Revenue	$ 5,080,896	$ 2,330,032	$ 8,713,304	$ 4,823,273
Cost of revenue (exclusive of depreciation)	3,506,905	1,913,320	6,258,230	3,790,939
Gross Profit	1,573,991	416,712	2,455,074	1,032,334
Operating expenses:
General and administrative expenses	1,513,584	774,239	2,362,732	1,587,006
Depreciation	255,200	162,926	428,500	325,039
Amortization	18,853	18,853	37,706	37,706
Loss on sale of property and equipment			356,933
Total operating expenses	1,787,637	956,018	3,185,871	1,949,751
Loss from operations	(213,646)	(539,306)	(730,797)	(917,417)
Other expenses
Interest expense	655,064	366,882	1,007,559	656,490
Change in value of derivative liabilities	(239,610)		(246,025)
Gain on extinguishment of debt			(136,300)
Other (income)	(51,806)	(53,752)	(117,659)	(133,564)
Total other expenses	363,648	313,130	507,575	522,926
Loss before income tax	(577,294)	(852,436)	(1,238,372)	(1,440,343)
Income tax expense		321		367
Net loss	$ (577,294)	$ (852,757)	$ (1,238,372)	$ (1,440,710)
Weighted average shares outstanding :
Weighted average shares outstanding: Basic	27,942,042	23,494,522	26,642,693	23,468,004
Weighted average shares outstanding: Diluted	27,942,042	23,494,522	26,642,693	23,468,004
Loss per share
Loss per share: Basic	$ (0.02)	$ (0.04)	$ (0.05)	$ (0.06)
Loss per share: Diluted	$ (0.02)	$ (0.04)	$ (0.05)	$ (0.06)

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	Jun. 30, 2018	Jun. 30, 2017
OPERATING ACTIVITIES:
Net loss	$ (1,238,372)	$ (1,440,710)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	428,500	325,039
Amortization	37,706	37,706
Change in value of derivative liabilities	(246,025)
Gain on extinguishment of debt	(136,300)
Loss on sale of property and equipment	356,933
Employee stock compensation	33,395	32,673
Stock issued for services	176,800	6,168
Amortization of debt issuance	53,499	6,500
Amortization of debt discounts	302,837	22,817
Change in current assets and liabilities:
Change in Accounts receivable	(892,773)	32,071
Change in Inventory	(367,940)	(202,807)
Capitalized contract costs	37,300
Change in Prepaids	219,732	(47,806)
Other non-current assets	(37,704)
Change in Accounts payable	21,285	497,003
Change in Accrued expenses	175,687	271,678
Change in Deferred tax		(304)
Change in Deferred revenue	(149,407)	31,038
Net cash used in operating activities	(1,224,847)	(428,934)
INVESTING ACTIVITIES:
Capital expenditures	(143,480)	(156,883)
Proceeds from sale of property and equipment	229,257
Acquisition, net of cash acquired	(1,976,750)	(1,937,616)
Net cash provided by (used in) investing activities	(1,890,973)	(2,094,499)
FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, related party	125,000	94,000
Proceeds from issuances of notes payable, non-related party	779,750	1,942,392
Repayments of notes payable, non-related party	(201,978)	(156,197)
Proceeds from line of credit, net	892,866	148,351
Repayments of notes payable, related party	(11,500)	(117,500)
Proceeds from convertible notes payable	700,500	142,000
Repayments of convertible notes	(745,959)	(34,252)
Proceeds from the sale of common stock		15,000
Proceeds from sale leaseback transaction	1,900,000
Cash paid on financing and cash lease obligations	(121,934)	(11,182)
Net cash provided by financing activities	3,316,745	2,022,612
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH	200,925	(500,821)
CASH AND RESTRICTED CASH, BEGINNING BALANCE	335,823	839,764
CASH AND RESTRICTED CASH, ENDING BALANCE	536,748	338,943
CASH PAID FOR:
Interest	634,400	217,791
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest	22,850	36,963
Common stock issued for convertible note discount	9,584
Debt discount due to derivative liabilities	524,470
Issuance of convertible note for acquisitions	450,000	1,500,000
Issuance of note payable for acquisitions	1,950,000	300,000
Notes payable and redeemable common stock restructuring (see Note 9)	$ 3,197,538
Issuance of warrants for acquisition		40,941
Issuance of redeemable common stock for acquisition		1,439,725
Debt discount from convertible note payable		$ 30,000

Note 2 - Summary of Significant Accounting Policies: Accounts Receivable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Details
Allowance for Doubtful Accounts Receivable	$ 21,210	$ 18,710

Note 2 - Summary of Significant Accounting Policies: Schedule of Inventory, Current (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Details
Inventory, Raw Materials, Gross	$ 837,615	$ 577,259
Inventory, Work in Process, Gross	1,137,070	440,586
Inventory, Finished Goods, Gross	280,875	161,310
Inventory, In Transit, Gross		33,391
Inventory	$ 2,255,560	$ 1,212,546

Note 2 - Summary of Significant Accounting Policies: Property and Equipment: Schedule of Property and Equipment, Estimated Useful Lives (Details)	6 Months Ended
	Jun. 30, 2018
Vehicles \| Minimum
Property, Plant and Equipment, Useful Life	10 years
Vehicles \| Maximum
Property, Plant and Equipment, Useful Life	20 years
Building
Property, Plant and Equipment, Useful Life	39 years
Leaseholds and Leasehold Improvements
Property, Plant and Equipment, Useful Life	15 years
Equipment
Property, Plant and Equipment, Useful Life	10 years

Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Details)	6 Months Ended
	Jun. 30, 2018 USD ($)
Details
Proceeds from sale of property and equipment	$ 229,257
Loss on sale of property and equipment	$ 356,933

Note 2 - Summary of Significant Accounting Policies: Property and Equipment: Property, Plant and Equipment (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Property and equipment, net	$ 11,453,779	$ 9,198,387
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(1,185,937)	(838,893)
Vehicles
Property and equipment, net	591,028	1,208,935
Machinery and Equipment
Property and equipment, net	5,918,496	4,454,466
Furniture and Fixtures
Property and equipment, net	40,668	7,056
Building
Property and equipment, net	5,795,000	3,945,952
Land
Property and equipment, net		126,347
Leaseholds and Leasehold Improvements
Property and equipment, net	$ 294,524	$ 294,524

Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Finite Lived Intangible Assets, Estimated Useful Lives (Details)	6 Months Ended
	Jun. 30, 2018
Software Development
Finite-Lived Intangible Asset, Useful Life	5 years
Customer Lists
Finite-Lived Intangible Asset, Useful Life	15 years
Noncompete Agreements
Finite-Lived Intangible Asset, Useful Life	15 years

Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Intangible Assets (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Intangible Assets, Gross (Excluding Goodwill)	$ 714,917	$ 752,622
Finite-Lived Intangible Assets, Accumulated Amortization	(194,744)	(157,039)
Computer Software, Intangible Asset
Intangible Assets, Gross (Excluding Goodwill)	278,474	278,474
Noncompete Agreements
Intangible Assets, Gross (Excluding Goodwill)	100,000	100,000
Customer Lists
Intangible Assets, Gross (Excluding Goodwill)	$ 531,187	$ 531,187

Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Other Assets, Noncurrent (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017
Other non-current assets	$ 295,942	$ 258,238
Deposits
Other non-current assets	56,631	50,927
Restricted Cash
Other non-current assets	$ 207,311	$ 207,311	$ 308,891

Note 4 - Leases: Schedule of Future Minimum Lease Payments for Capital Leases (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Details
Capital Leases, Future Minimum Payments Due, Next Twelve Months	$ 357,508
Capital Leases, Future Minimum Payments Due in Two Years	792,232
Capital Leases, Future Minimum Payments Due in Three Years	811,073
Capital Leases, Future Minimum Payments Due in Four Years	830,366
Capital Leases, Future Minimum Payments Due in Five Years	850,122
Capital Leases, Future Minimum Payments Due Thereafter	9,664,220
Capital Leases, Future Minimum Payments Due	13,305,521
Financing lease obligation, current portion	(79,502)	$ (24,590)
Imputed Interest on Capital Lease	(4,942,752)
Financing lease obligation, net of curent portion	$ 8,283,267	$ 6,560,112

Note 4 - Leases (Details) - USD ($)	3 Months Ended		6 Months Ended
Note 4 - Leases (Details) - USD ($)	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Details
Proceeds from sale leaseback transaction			$ 1,900,000
Capital Lease Obligations	$ 1,789,117		1,789,117
Operating Leases, Rent Expense	$ 362,327	$ 88,500	$ 820,902	$ 181,800

Note 4 - Leases: Lessee, Operating Lease, Disclosure (Details)	Jun. 30, 2018 USD ($)
Operating Leases, Future Minimum Payments, Next Rolling Twelve Months	$ 81,534
Operating Leases, Future Minimum Payments, Due in Two Years	309,118
Operating Leases, Future Minimum Payments, Due in Three Years	282,342
Operating Leases, Future Minimum Payments, Due in Four Years	290,812
Operating Leases, Future Minimum Payments Due	963,806
San Jose, CA
Operating Leases, Future Minimum Payments, Next Rolling Twelve Months	66,534
Operating Leases, Future Minimum Payments, Due in Two Years	274,118
Operating Leases, Future Minimum Payments, Due in Three Years	282,342
Operating Leases, Future Minimum Payments, Due in Four Years	290,812
Operating Leases, Future Minimum Payments Due	913,806
OklahomaCityOKMember
Operating Leases, Future Minimum Payments, Next Rolling Twelve Months	15,000
Operating Leases, Future Minimum Payments, Due in Two Years	35,000
Operating Leases, Future Minimum Payments Due	$ 50,000

Note 5 - Notes Payable: Schedule of Notes Payable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Notes payable, current portion	$ 5,535,421	$ 3,893,617
Notes Payable	10,479,255	3,893,617
LinesOfCreditMember
Notes payable, current portion	3,069,982	2,012,116
EquipmentLoansMember
Notes payable, current portion	1,961,018	1,871,501
ShortTermNotesMember
Notes payable, current portion	504,421	$ 10,000
Equipment - noncurrent
Long-term debt	$ 4,943,834

Note 5 - Notes Payable: Future Scheduled Maturities of Outstanding Notes Payable to Third Parties (Details)	6 Months Ended
	Jun. 30, 2018 USD ($)
Details
Future Maturities of Outstanding Notes Payable, Third Parties, Remainder of Current Year	$ 5,386,097
Future Maturities of Outstanding Notes Payable, Third Parties, Year Two	604,329
Future Maturities of Outstanding Notes Payable, Third Parties, Year Three	4,243,348
Future Maturities of Outstanding Notes Payable, Third Parties, Year Four	178,607
Future Maturities of Outstanding Notes Payable, Third Parties, Year Five	66,874
Future Maturities of Outstanding Notes Payable, Third Parties	$ 10,479,255

Note 6 - Notes Payable, Related Parties: Schedule of Notes Payable, Related Parties (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Notes payable, related parties, current portion	$ 200,500	$ 387,000
Notes Payable 1
Notes payable, related parties, current portion	4,500	4,500
Notes Payable 2
Notes payable, related parties, current portion	43,500	43,500
Notes Payable 3
Notes payable, related parties, current portion	7,500	7,500
NotesPayable4Member
Notes payable, related parties, current portion		300,000
NotesPayable5Member
Notes payable, related parties, current portion		11,500
NotesPayable6Member
Notes payable, related parties, current portion	20,000	$ 20,000
NotesPayable7Member
Notes payable, related parties, current portion	$ 125,000

Note 7 - Convertible Notes Payable: Schedule of Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Convertible Notes Payable	$ 2,978,146	$ 4,042,356
Debt Discount, Convertible Debt	(310,848)	(79,630)
Convertible Notes Payable, net of discount	2,667,298	3,962,726
Convertible notes payable, current portion, net of discount of $107,417 and $79,630	(649,636)	(2,302,620)
Convertible notes payable, net of current portion	2,017,662	1,660,106
Convertible Notes Payable 1
Convertible Notes Payable	25,000	40,000
Convertible Notes Payable 2
Convertible Notes Payable	1,739,147	1,827,108
Convertible Notes Payable 3
Convertible Notes Payable		1,500,000
Convertible Notes Payable 4
Convertible Notes Payable	10,000	30,000
Convertible Notes Payable 5
Convertible Notes Payable		43,000
Convertible Notes Payable 6
Convertible Notes Payable		72,748
Convertible Notes Payable 7
Convertible Notes Payable		105,000
Convertible Notes Payable 8
Convertible Notes Payable		60,000
Convertible Notes Payable 9
Convertible Notes Payable		58,500
Convertible Notes Payable 10
Convertible Notes Payable		115,000
Convertible Notes Payable 11
Convertible Notes Payable		105,000
Convertible Notes Payable 12
Convertible Notes Payable	64,000	86,000
ConvertibleNotesPayable13Member
Convertible Notes Payable	150,000
ConvertibleNotesPayable14Member
Convertible Notes Payable	128,000
ConvertibleNotesPayable15Member
Convertible Notes Payable	85,000
ConvertibleNotesPayable16Member
Convertible Notes Payable	450,000
ConvertibleNotesPayable17Member
Convertible Notes Payable	124,199
ConvertibleNotesPayable18Member
Convertible Notes Payable	37,800	$ 0
ConvertibleNotesPayable19Member
Convertible Notes Payable	$ 165,000

Note 8 - Stockholders' Equity (Details) - USD ($)	3 Months Ended		6 Months Ended
Note 8 - Stockholders' Equity (Details) - USD ($)	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Details
Preferred stock shares authorized	10,000,000		10,000,000		10,000,000
Preferred stock par value	$ 0.0001		$ 0.0001		$ 0.0001
Class A Redeemable Common Stock issued					379,403
Class A Common stock, $0.0001 par value, 0 and 379,403 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively					$ 1,439,725
Stock Options Expense	$ 17,555	$ 32,673	$ 33,395	$ 32,673

Note 8 - Stockholders' Equity: Schedule of Common Stock Outstanding Roll Forward (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,515,000	782,250
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.21	$ 0.42
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	9 years 5 months 5 days	9 years 5 months 8 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	789,000
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Granted, Weighted Average Exercise Price	$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	(56,250)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	$ 0.81
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 63,580
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	1,515,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 0.21
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	9 years 5 months 5 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	$ 63,580
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	131,250
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.49
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	8 years 10 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 188
Stock Option 1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	704,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.05
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	9 years 10 months 17 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.05
Stock Option 2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	85,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	9 years 9 months 14 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.10
Stock Option 3
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	388,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.13
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	9 years 1 month 2 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	46,875
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.13
StockOption4Member
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	114,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.26
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8 years 10 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	28,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.26
StockOption5Member
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	223,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.90
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8 years 9 months 11 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	55,875
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.90

Note 9 - Business Combination (Details) - USD ($)	6 Months Ended
Note 9 - Business Combination (Details) - USD ($)	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Details
Class A Redeemable Common Stock outstanding			379,403
Class A Common stock, $0.0001 par value, 0 and 379,403 shares issued and outstanding at June 30, 2018 (unaudited) and December 31, 2017, respectively			$ 1,439,725
Issuance of note payable for acquisitions	$ 1,950,000	$ 300,000
Issuance of convertible note for acquisitions	$ 450,000	$ 1,500,000

Note 9 - Business Combination: Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details)	6 Months Ended
	Jun. 30, 2018 USD ($)
VWES
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	$ 5,455,434
APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	4,376,750
Business Acquisition, Cash \| VWES
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	262,384
Business Acquisition, Accounts Receivable \| VWES
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	245,833
Business Acquisition, Accounts Receivable \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	945,050
Business Acquisition, Property, Plant & Equipment \| VWES
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	4,804,458
Business Acquisition, Property, Plant & Equipment \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	3,300,000
Business Acquisition, Goodwill \| VWES
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	167,845
Business Acquisition, Goodwill \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	1,230,100
Business Acquisition, Accrued Expenses \| VWES
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	(25,086)
Business Acquisition, Accrued Expenses \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	(154,186)
Business Acquisition, Inventory \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	675,074
Business Acquisition, Prepaid Expenses and Other Current Assets \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	250,040
Business Acquisition, Accounts Payable \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	(1,234,328)
Business Acquisition, Line of Credit \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	(165,000)
Business Acquisition, Deferred tax liability \| APF
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	$ (470,000)

Note 9 - Business Combination: Schedule of Noncash or Part Noncash Acquisitions (Details)	6 Months Ended
	Jun. 30, 2018 USD ($)
Details
Noncash or Part Noncash Acquisition, Note Payable	$ 3,000,000
Noncash Or Part Noncash Acquisition, Common Stock	15,000
Noncash Or Part Noncash Acquisition, Warrants	9,142
Noncash Or Part Noncash Acquisition, Land and Building	173,396
Notes payable and redeemable common stock restructuring (see Note 9)	$ 3,197,538

Note 11 - Derivative Liabilities and Fair Value Measurements: Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities (Details)	6 Months Ended
	Jun. 30, 2018
Fair Value Assumptions, Weighted Average Volatility Rate	200.00%
Fair Value Assumptions, Risk Free Interest Rate	2.38%
Minimum
Fair Value Assumptions, Expected Term	18 days
Maximum
Fair Value Assumptions, Expected Term	3 years

Note 11 - Derivative Liabilities and Fair Value Measurements: Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Derivative liabilities	$ 550,033	$ 271,588
Fair Value, Inputs, Level 3
Derivative liabilities	$ 550,033	$ 271,588