10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended September 30, 2018

[   ]           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

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 November 20, 2018, the issuer had 25,537,107 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	32
Item 4.	Controls and Procedures	32
PART II
Item 1.	Legal Proceedings	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
	Signatures	34

2

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2018			2017
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	337,242		$	128,512
Accounts receivable		3,739,774			2,067,081
Inventory		2,393,897			1,212,546
Capitalized contract costs		64,234			-
Prepaid expenses and other current assets		268,992			221,958
Total current assets		6,804,139			3,630,097
Property and equipment, net		11,278,245			9,198,387
Intangible asset, net		704,396			752,622
Goodwill		3,361,706			2,131,606
Other non-current assets		290,238			258,238
TOTAL ASSETS	$	22,438,724		$	15,970,950
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	3,798,622		$	1,980,995
Accrued expenses		1,716,269			1,049,185
Deferred revenue		67,994			64,918
Derivative liabilities		2,243,258			271,588
Deposits		12,509			12,509
Notes payable, current portion		5,226,510			3,893,617
Notes payable, related parties, current portion		180,500			387,000
Convertible notes payable, current portion, net of discount of $745,915 and $79,630		2,300,847			2,302,620
Financing lease obligation, current portion		130,278			24,590
Total current liabilities		15,676,787			9,987,022
Notes payable, net of current portion		5,001,457			-
Convertible notes payable, net of current portion		450,000			1,660,106
Financing lease obligations, net of current portion		8,435,197			6,560,112
Deferred revenue		-			43
Deferred tax liability		651,703			181,703
TOTAL LIABILITIES		30,215,144			18,388,986
REDEEMABLE COMMON STOCK
Class A Common stock, $0.0001 par value, 0 and 379,403 shares issued and outstanding at September 30, 2018 and December 31, 2017		-			1,439,725
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstandingat September 30, 2018 and December 30, 2017		-			-
Class A Common stock, $0.0001 par value, 100,000,000 shares authorized, 25,537,107 and 23,222,087 shares issued and outstanding at September 30, 2018 and December 31, 2017		2,553			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 September 30, 2018 and December 31, 2017		500			160
Additional paid-in capital		16,945,602			16,573,632
Accumulated deficit		(24,725,075	)		(20,433,875	)
Total stockholders' deficit		(7,776,420	)		(3,857,761	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	22,438,724		$	15,970,950

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

3

ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
	Three Months  Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenue	$	4,795,169		$	2,221,533		$	13,508,473		$	7,044,806
Cost of revenue (exclusive of depreciation)		2,709,133			1,520,224			8,967,363			4,661,163
Gross Profit		2,086,036			701,309			4,541,110			2,383,643
Operating expenses:
General and administrative expenses		3,006,974			1,001,921			5,369,706			3,238,927
Depreciation		262,243			173,693			690,743			498,732
Amortization		10,519			31,354			48,225			69,060
Loss on sale of property and equipment		57,271			-			414,204			-
Total operating expenses		3,337,007			1,206,968			6,522,878			3,806,719
Loss from operations		(1,250,971	)		(505,659	)		(1,981,768	)		(1,423,076	)
Other expenses
Interest expense		(666,861	)		(423,986	)		(1,674,420	)		(1,080,476	)
Change in value of derivative liability		(1,012,743	)		72,361			(766,718	)		72,361
Gain on extinguishment of debt		-			-			136,300			-
Other income		55,949			47,880			173,608			181,444
Total other expenses		(1,623,655	)		(303,745	)		(2,131,230	)		(826,671	)
Loss before income tax		(2,874,626	)		(809,404	)		(4,112,998	)		(2,249,747	)
Income tax		-			8,303			-			8,670
Net loss	$	(2,874,626	)	$	(817,707	)	$	(4,112,998	)	$	(2,258,417	)
Weighted average shares outstanding :
Basic		30,358,570			23,829,713			27,813,506			23,589,017
Diluted		30,358,570			23,829,713			27,813,506			23,589,017
Loss per share
Basic	$	(0.09	)	$	(0.03	)	$	(0.15	)	$	(0.10	)
Diluted	$	(0.09	)	$	(0.03	)	$	(0.15	)	$	(0.10	)

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

4

ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
	Nine Months Ended September 30,
	2018			2017
OPERATING ACTIVITIES:
Net loss	$	(4,112,998	)	$	(2,258,417	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		690,743			498,732
Amortization		48,225			69,060
Gain on extinguishment of debt		(136,300	)
Loss on disposal of fixed assets		414,204			7,949
Gain on derivatives		766,718			(72,351	)
Employee stock compensation		52,309			69,290
Stock issued for services		176,800			21,170
Amortization of debt issuance		606,270			22,500
Amortization of debt discounts		95,580			76,322
Change in current assets and liabilities:
Accounts receivable		(727,643	)		(194,192	)
Inventory		(506,277	)		(269,457	)
Capitalized contracts costs		37,300
Prepaid expenses and other current assets		171,006			(90,370	)
Accounts payable		583,299			621,216
Accrued expenses		606,234			508,149
Deferred tax		-			(304	)
Deferred revenue		(276,703	)		117,744
Net cash used in operating activities		(1,511,233	)		(872,959	)
INVESTING ACTIVITIES:
Capital expenditures		(71,268	)		(183,125	)
Proceeds from insurance claim on automobiles and trucks		-			86,807
Proceeds from the sale of fixed assets		260,467			-
Acquisition, net of cash acquired		(1,976,750	)		(1,937,616	)
Net cash used in financing activities		(1,787,551	)		(2,033,934	)
FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, related party		125,000			105,500
Proceeds from issuances of notes payable, non-related party		924,750			1,952,392
Proceeds from issuances of convertible notes payable		1,399,250			389,000
Proceeds from sale of common stock		-			15,000
Proceeds from sale leaseback transaction		1,900,000			-
Repayments of notes payable, related party		(31,500	)		(123,500	)
Repayments of notes payable, non-related party		(777,727	)		(289,195	)
Repayments of convertible notes payable		(937,959	)		(66,370	)
Proceeds from line of credit, net		1,072,327			419,670
Cash paid on financing lease obligations		(166,627	)		(16,287	)
					-
Net cash provided by financing activities		3,507,514			2,386,210
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH		208,730			(520,683	)
CASH AND RESTRICTED CASH, BEGINNING BALANCE		335,823			839,764
CASH AND RESTRICTED CASH, ENDING BALANCE	$	544,553		$	319,081
CASH PAID FOR:
Interest	$	955,741		$	570,614
Income taxes	$	-		$	1,104
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest	$	63,773		$	57,320
Issuance of convertible note for acquisition of HWT	$	450,000		$	1,500,000
Issuance of note payable for acquisition of HWT	$	1,950,000		$	300,000
Issuance of warrants for acquisition of HWT	$	-		$	40,941
Issuance of redeemable common stock for acquisition of HWT	$	-		$	1,439,725
Debt discount from convertible note payable	$	-		$	30,000
Debt discount due to derivative liabilities	$	1,262,970		$	115,000
Reclassification of warrants embedded conversion option as derivative liability	$	-		$	132,693
Notes payable and redeemable common stock restructuring	$	3,197,538		$	-
Capital leases	$	247,000		$	-
Release of derivative liability	$	58,018		$	-

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

5

Alpine 4 Technologies Ltd.

Notes to Unaudited Consolidated Financial Statements

For the Three and Nine Months Ended September 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 nine months ended September 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 September 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.

6

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 September 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.

	September 30, 2018 (Unaudited)		September 30, 2017  (Unaudited)
Cash	$	337,242	$	63,372
Restricted cash included in other non-current assets		207,311		255,709
Total cash and restricted cash shown in statement of cash flows	$	544,553	$	319,081

Major Customers

The Company had two customers that made up 20% and 11%, respectively, of accounts receivable as of September 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 September 30, 2018, the Company had two customers that made up 24% and 10%, respectively, of total revenues.  For the nine months ended September 30, 2018, the Company had one customer that made up 23% of total revenues.  For the three months ended September 30, 2017, the Company had one customer that made up approximately 38% of total revenues.  For the nine months ended September 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 September 30, 2018 (unaudited), and December 31, 2017, allowance for bad debt was $18,710 and $18,710, respectively.

7

Inventory

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

	September 30,  2018  (Unaudited)		December 31, 2017
Raw materials	$	492,148	$	577,259
WIP		188,276		440,586
Finished goods		1,713,473		161,310
In Transit		-		33,391
	$	2,393,897	$	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 nine months ended September 30, 2018 (unaudited), the Company sold automobiles and trucks with a book value of $674,671 for $260467 of proceeds, resulting in a loss on disposal of $414,204 which is reflected in the Company's operating expenses for the nine months ended September 30, 2018.

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

	September 30, 2018 (Unaudited)			December 31, 2017
Automobiles and trucks	$	594,028		$	1,208,935
Machinery and equipment		6,051,329			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		(1,497,304	)		(838,893	)
	$	11,278,245		$	9,198,387

8

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 September 30, 2018 (unaudited), and December 31, 2017:

	September 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		(205,265	)		(157,039	)
	$	704,396		$	752,622

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

	September 30, 2018  (Unaudited)		December 31, 2017
Restricted Cash	$	207,311	$	207,311
Deposits		50,927		50,927
Other		32,000		-
	$	290,238	$	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 September 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.

9

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 September 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 nine months ended September 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 nine months ended September 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.

10

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.

11

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.

12

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

12 Months Ended September 30:
2019		849,577
2020		868,308
2021		884,248
2022		897,408
2023		908,087
Thereafter		8,982,331
Total		13,389,959
Less: Current capital leases and financing transaction		(130,278	)
Less: imputed interest		(4,824,484	)
Non-current capital leases and financing transaction	$	8,435,197

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 $1,769,770 as of September 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 September 30, 2018.

Operating Leases

The Company has two non-cancellable operating leases as of September 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.

13

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

Fiscal Year	San Jose, CA		Oklahoma City, OK		Total
2018 (remainder of)	$	22,178	$	5,000	$	27,178
2019		274,118		35,000		309,118
2020		282,342		-		282,342
2021		290,812		-		290,812
Thereafter		-		-		-
Total	$	869,450	$	40,000	$	909,450

Rent expense for the three months ended September 30, 2018 and 2017 amounted to $362,327 and $88,500, respectively.  Rent expense for the nine months ended September 30, 2018 and 2017 amounted to $1,183,229 and $270,300, 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 nine months ended September 30, 2018.  During the nine months ended September 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.

14

The outstanding balances for the loans were as follows:

	September 30, 2018  (Unaudited)		December 31, 2017
Lines of credit, current portion	$	3,249,443	$	2,012,116
Equipment loans, current portion		1,451,076		1,871,501
Term notes, current portion		525,991		10,000
Total current		5,226,510		3,893,617
Long-term portion		5,001,457		-
Total notes payable	$	10,227,967	$	3,893,617

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

	12 Months Ended
	September 30:
2019	$	5,226,510
2020		604,329
2021		4,183,422
2022		178,607
2023		35,099
Total	$	10,227,967

Note 6 – Notes Payable, Related Parties

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

	September 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
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	$	180,500	$	387,000

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

15

Note 7 – Convertible Notes Payable

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

	September 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

16

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.	-	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 penalty ranging from 15% to 40%.	-	-
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.	81,116	-
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	-

17

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.		141,000			-
On July 16, 2018, the Company entered into a variable convertible note for $220,000 with net proceeds of $214,000.  The note is due July 16, 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.		220,000			-
On July 18, 2018, the Company entered into a variable convertible note for $88,000 with net proceeds of $88,000.  The note is due April 30, 2019 and bears interest at 12% per annum.  The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		88,000			-
On August 30, 2018, the Company entered into a variable convertible note for $337,500 with net proceeds of $303,750.  The note is due February 28, 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.		337,500			-
On September 27, 2018, the Company entered into a variable convertible note for $93,000 with net proceeds of $93,000.  The note is due July 15, 2019 and bears interest at 12% per annum.  The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		93,000			-
Total convertible notes payable		3,496,762			4,042,356
Less: discount on convertible notes payable		(745,915	)		(79,630	)
Total convertible notes payable, net of discount		2,750,847			3,962,726
Less: current portion of convertible notes payable		(2,300,847	)		(2,302,620	)
Long-term portion of convertible notes payable	$	450,000		$	1,660,106

18

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 September 30, 2018 and 2017 amounted to $303,433 and $11,468, respectively.  Amortization of debt discounts during the nine months ended September 30, 2018 and 2017 amounted to $606270 and $22,500, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations.  The unamortized discount balance for these notes was $745,915 as of September 30, 2018, which is expected to be amortized over the next 12 months.

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

	12 Months Ended
	September 30:
2019	$	3,046,762
2020		-
2021		450,000
Total	$	3,496,762

Note 8 – Stockholders' Equity

Preferred Stock

The Company is authorized to issue 10,000,000 shares of $.0001 par value preferred stock. As of September 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 nine months ended September 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 nine months ended September 30, 2018.

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

• Issued 23,330 shares of Class A common stock on July 6, 2018 for a settlement valued at $2,333

• Issued 274,295 shares of Class A common stock on July 9, 2018 for the conversion of $14,000 of outstanding convertible notes payable.

• Issued 195,924 shares of Class A common stock on July 9, 2018 for the conversion of $10,000 of outstanding convertible notes payable.

• Issued 175,702 shares of Class A common stock on September 7, 2018 for the conversion of $3,883 of outstanding convertible notes payable and $3,454 of accrued interest.

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 nine months ended September 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		-			0.00
Outstanding at September 30, 2018 (unaudited)		1,515,000		$	0.21		9.18	$	47,035
Vested and expected to vest at September 30, 2018 (unaudited)		1,515,000		$	0.21		9.18	$	47,035
Exercisable at September 30, 2018 (unaudited)		247,969		$	0.42		8.69	$	-

20

The following table summarizes information about options outstanding and exercisable as of September 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		9.63	$	0.05		-	$	0.05
	0.10		85,000		9.53		0.10		-		0.10
	0.13		388,500		8.84		0.13		121,406		0.13
	0.26		114,000		8.56		0.26		42,750		0.26
	0.90		223,500		8.52		0.90		83,813		0.90
			1,515,000						247,969

During the three months ended September 30, 2018 and 2017, stock option expense amounted to $18,914 and $36,617, respectively.  During the nine months ended September 30, 2018 and 2017, stock option expense amounted to $52,309 and $69,290, respectively.  Unrecognized stock option expense as of September 30, 2018 amounted to $205,134, 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 nine months ended September 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.

21

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 nine months ended September 30, 2018.

22

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 nine months ended September 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.

23

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 nine months ended September 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)
	Nine Months  Ended September 30, 2018			Nine Months  Ended  September 30, 2017
Revenue	$	14,653,691		$	9,898,278
Net Loss	$	(4,348,695	)	$	(2,665,537	)
Net Loss per Common Share - Basic and Diluted	$	(0.16	)	$	(0.11	)
	Pro Forma  Combined Financials (Unaudited)
	Three Months Ended September 30, 2018			Three Months Ended  September 30, 2017
Revenue	$	4,795,169		$	2,983,003
Net Loss	$	(2,874,626	)	$	(976,002	)
Net Loss per Common Share - Basic and Diluted	$	(0.10	)	$	(0.04	)

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Note 10 – Industry Segments

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

	Three Months Ended September 30, 2018
										Unallocated
										and			Total
	QCA			VWES			APF			Eliminations			Consolidated
Revenue	$	2,910,462		$	452,966		$	1,200,529		$	231,212		$	4,795,169
Segment gross profit		1,108,857			83,745			617,230			276,204			2,086,036
Segment depreciation and amortization		75,755			101,190			95,817			-			272,762
Segment interest expense		170,785			(34,253	)		39,443			490,886			666,861
Segment net income (loss)		337,956			(1,051,916	)		(295,511	)		(1,865,155	)		(2,874,626	)
	As of September 30, 2018
										Unallocated
										and			Total
	QCA			VWES			APF			Eliminations			Consolidated
Accounts receivable, net	$	2,171,838		$	417,188		$	1,142,714		$	8,034		$	3,739,774
Goodwill		1,963,761			167,845			1,230,100			-			3,361,706
Total assets		11,434,205			3,892,825			6,289,994			679,584			22,296,608
	Three Months Ended September 30, 2017
										Unallocated
										and			Total
	QCA			VWES			APF			Eliminations			Consolidated
Revenue	$	2,084,565		$	74,301		$	-		$	62,667		$	2,221,533
Segment gross profit		645,360			51,706			-			4,243			701,309
Segment depreciation and amortization		72,538			111,674			-			20,835			205,047
Segment interest expense		179,491			71,404			-			173,091			423,986
Segment net income (loss)		38,192			(489,950	)		-			(365,949	)		(817,707	)
Purchase and acquisition of long-lived assets		6,480			73,042			-			16,344			95,866
	Nine Months Ended September 30, 2018
										Unallocated
										and			Total
	QCA			VWES			APF			Eliminations			Consolidated
Revenue	$	7,856,208		$	2,938,441		$	2,162,126		$	551,698		$	13,508,473
Segment gross profit		2,915,421			449,168			816,688			359,833			4,541,110
Segment depreciation and amortization		220,976			309,692			191,634			16,666			738,968
Segment interest expense		469,368			31,858			68,149			1,105,045			1,674,420
Segment net income (loss)		888,904			(1,720,538	)		(472,297	)		(2,809,067	)		(4,112,998	)
Purchase and acquisition of long-lived assets		20,234			104,713			3,306,959			11,574			3,443,480
	Nine Months Ended September 30, 2017
										Unallocated
										and			Total
	QCA			VWES			APF			Eliminations			Consolidated
Revenue	$	5,648,285		$	1,200,381		$	-			196,140		$	7,044,806
Segment gross profit		1,742,209			(409,113	)		-			75,547			1,408,643
Segment depreciation and amortization		217,136			313,155			-			37,501			567,792
Segment interest expense		528,144			209,395			-			342,937			1,080,476
Segment net income (loss)		(99,724	)		(1,279,928	)		-			(878,765	)		(2,258,417	)
Purchase and acquisition of long-lived assets		75,480			4,803,164			-			28,344			4,906,988

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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 nine months ended September 30, 2018, the Company had new convertible notes which became convertible that resulted in an additional $2,305,872 initial derivative fair value, which was recorded as a derivative liability and a discount to the note payable, of which $1,042,902 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 loss on the change in value of derivatives of $766,718.

As of December 31, 2017, the fair value of the derivative liability amounted to $271,588.  As of September 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 nine months ended September 30, 2018 in the accompanying consolidated statements of operations amounted to a gain of $246,025 and $239,610, respectively.

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

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

Expected dividend yield		0	%
Weighted average expected volatility		200	%
Weighted average risk-free interest rate		1.89	%
Expected terms (years)	.5 to 0.79

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Fair value measurements

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

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

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

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

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

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

	Fair value measurement  on a recurring basis
	Level 1			Level 2			Level 3
As of September 30, 2018
Liabilities
Derivatives		$	-		$	-		$	2,243,258
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 nine months ended September 30, 2018:

Fair value as of December 31, 2017	$	271,588
New derivative liabilities from embedded conversion features, net		1,262,970
Relief of derivative liability		(58,018	)
Loss on change in fair value of derivatives		766,718
Fair value as of September 30, 2018 (unaudited)	$	2,243,258

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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.

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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 $24,725,075 as of September 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 September 30, 2018, as compared to the three months ended September 30, 2017:

	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017			$ Change
Revenue	$	4,795,169		$	2,221,533		$	2,573,636
Cost of revenue (exclusive of depreciation)		2,709,133			1,520,224			1,188,909
Gross Profit		2,086,036			701,309			1,384,727
Operating expenses:
General and administrative expenses		3,006,974			1,001,921			2,005,053
Depreciation		262,243			173,693			88,550
Amortization		10,519			31,354			(20,835	)
Loss on sale of property and equipment		57,271			0			57,271
Total operating expenses		3,337,007			1,206,968			2,130,039
Loss from operations		(1,250,971	)		(505,659	)		(745,312	)
Other expenses
Interest expense		666,861			423,986			242,875
Change in value of derivative liabilities		1,012,743			(72,361	)		1,085,104
Other (income)		(55,949	)		(47,880	)		(8,069	)
Total other expenses		1,623,655			303,745			1,319,910
Loss before income tax		(2,874,626	)		(809,404	)		(2,065,222	)
Income tax expense		-			8,303			(8,303	)
Net loss	$	(2,874,626	)	$	(817,707	)	$	(2,056,919	)

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Revenue

Our revenues for the three months ended September 30, 2018, increased by $2,573,636 as compared to the three months ended September 30, 2018.  In 2018, the increase in revenue related to $825,897 for QCA, $378,665 for VWES, $1,200,529 for APF which did not exist in 2017, and $168,545 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 September 30, 2018, increased by $1,188,909 as compared to the three months ended September 30, 2017.  In 2018, the increase in our cost of revenue related to $362,400 for QCA, $346,626 for VWES, $583,299 for APF which did not exist in 2017, and $(103,416) 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 September 30, 2018, increased by $2,130,039 as compared to the three months ended September 30, 2017.  The increase consisted primarily of an increase to general and administrative expenses of $2,005,053, which was the result of increased operating activity during the third quarter of 2018 due general and administrative expenses from the acquisition of APF during the second quarter of 2018 which did not exist in 2017.

Other expenses

Other expenses for the three months ended September 30, 2018, increased by $1,319,910 as compared to 2017.  This increase was primarily due to the change in the fair value of our derivative liability.

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

	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017			$ Change
Revenue	$	13,508,473		$	7,044,806		$	6,463,667
Cost of revenue (exclusive of depreciation)		8,967,363			5,636,163			3,331,200
Gross Profit		4,541,110			1,408,643			3,132,467
Operating expenses:
General and administrative expenses		5,369,706			2,263,927			3,105,779
Depreciation		690,743			498,732			192,011
Amortization		48,225			69,060			(20,835	)
Loss on sale of property and equipment		414,204			-			414,204
Total operating expenses		6,522,878			2,831,719			3,691,159
Loss from operations		(1,981,768	)		(1,423,076	)		(558,692	)
Other expenses
Interest expense		1,674,420			1,080,476			593,944
Change in value of derivative liabilities		766,718			(72,361	)		839,079
Gain on extinguishment of debt		(136,300	)		-			(136,300	)
Other (income)		(173,608	)		(181,444	)		7,836
Total other expenses		2,131,230			826,671			1,304,559
Loss before income tax		(4,112,998	)		(2,249,747	)		(1,863,251	)
Income tax expense		-			8,670			(8,670	)
Net loss	$	(4,112,998	)	$	(2,258,417	)	$	(1,854,581	)

30

Revenue

Our revenues for the nine months ended September 30, 2018, increased by $6,463,667 as compared to the nine months ended September 30, 2017.  In 2018, the increase in revenue related to $2,207,923 for QCA, $1,738,060 for VWES, $2,161,126 for APF which did not exist in 2017, and $355,558 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 nine months ended September 30, 2018, increased by $3,331,200 as compared to the nine months ended September 30, 2017.  In 2018, the increase in our cost of revenue related to $1,034,711 for QCA, $879,779 for VWES, $1,345,438 for APF which did not exist in 2017, and $71,272 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 nine months ended September 30, 2018, increased by $3,691,159 as compared to the nine months ended September 30, 2017.  The increase consisted primarily of an increase to general and administrative expenses of $3,105,779, which was the result of increased operating activity during the third quarter of 2018 due 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 $414,204 during the nine months ended September 30, 2018, which was a one-time event that did not exist in 2017.

Other expenses

Other expenses for the nine months ended September 30, 2018, increased by $1,304,559 as compared to 2017.  This increase was primarily due to the change in the fair value of our derivative liability.

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.

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.

31

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, September 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 September 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, Case 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.

32

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

During the quarter ended September 30, 2018, the Company issued 645,921 shares of its restricted Class A common stock 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.

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

33

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: November 29, 2018
	By: /s/ Kent B. Wilson
	Kent B. Wilson
	Chief Executive Officer, Chief Financial Officer, President and Director (Principal Executive Officer, Principal Accounting Officer)

34

EX-31

EXHIBIT 31

CERTIFICATIONS

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.

Dated: November 29, 2018

By: /s/ Kent B. Wilson

Kent B. Wilson

Chief Executive Officer,

(Principal Executive Officer, Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Alpine 4 Technologies Ltd. (the "Company") for the quarter ending September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Kent B. Wilson, Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  November 29, 2018	By: /s/ Kent B. Wilson
	Kent B. Wilson
	Chief Executive Officer, Chief Financial Officer

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 20, 2018
Registrant Name	Alpine 4 Technologies Ltd.
Registrant CIK	0001606698
SEC Form	10-Q
Period End date	Sep. 30, 2018
Fiscal Year End	--12-31
Trading Symbol	alpp
Tax Identification Number (TIN)	465482689
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Small Business	true
Emerging Growth Company	true
Ex Transition Period	false
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Incorporation, State Country Name	Delaware
Common Class A
Number of common stock shares outstanding		25,537,107
Common Class B
Number of common stock shares outstanding		5,000,000

XML

Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash	$ 337,242	$ 128,512
Accounts receivable	3,739,774	2,067,081
Inventory	2,393,897	1,212,546
Capitalized contract costs	64,234	0
Prepaid expenses and other current assets	268,992	221,958
Total current assets	6,804,139	3,630,097
Property and equipment, net	11,278,245	9,198,387
Intangible asset, net	704,396	752,622
Goodwill	3,361,706	2,131,606
Other non-current assets	290,238	258,238
TOTAL ASSETS	22,438,724	15,970,950
CURRENT LIABILITIES:
Accounts payable	3,798,622	1,980,995
Accrued expenses	1,716,269	1,049,185
Deferred revenue	67,994	64,918
Derivative liabilities	2,243,258	271,588
Deposits	12,509	12,509
Notes payable, current portion	5,226,510	3,893,617
Notes payable, related parties, current portion	180,500	387,000
Convertible notes payable, current	2,300,847	2,302,620
Financing lease obligation, current portion	130,278	24,590
Total current liabilities	15,676,787	9,987,022
Notes payable, net of current portion	5,001,457	0
Convertible notes payable, net of current portion	450,000	1,660,106
Financing lease obligations, net of current portion	8,435,197	6,560,112
Deferred revenue	0	43
Deferred tax liability	651,703	181,703
TOTAL LIABILITIES	30,215,144	18,388,986
REDEEMABLE COMMON STOCK	0	1,439,725
STOCKHOLDERS' DEFICIT:
Preferred shares	0	0
Additional paid-in capital	16,945,602	16,573,632
Accumulated deficit	(24,725,075)	(20,433,875)
Total stockholders' deficit	(7,776,420)	(3,857,761)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	22,438,724	15,970,950
Common Class A
STOCKHOLDERS' DEFICIT:
Common shares	2,553	2,322
Common Class B
STOCKHOLDERS' DEFICIT:
Common shares	$ 500	$ 160

XML

Consolidated Balance Sheets - Parenthetical - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument, Unamortized Discount	$ 745,915	$ 79,630
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Redeemable Class A Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	0	379,403
Common Stock, Shares, Outstanding	0	379,403
Common Class A
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	25,537,107	23,222,087
Common Stock, Shares, Outstanding	25,537,107	23,222,087
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Class B
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	5,000,000	1,600,000
Common Stock, Shares, Outstanding	5,000,000	1,600,000
Common Stock, Shares Authorized	5,000,000	5,000,000

XML

Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Details
Revenue	$ 4,795,169	$ 2,221,533	$ 13,508,473	$ 7,044,806
Cost of revenue (exclusive of depreciation)	2,709,133	1,520,224	8,967,363	4,661,163
Gross Profit	2,086,036	701,309	4,541,110	2,383,643
Operating expenses:
General and administrative expenses	3,006,974	1,001,921	5,369,706	3,238,927
Depreciation	262,243	173,693	690,743	498,732
Amortization	10,519	31,354	48,225	69,060
Loss on sale of property and equipment	57,271	0	414,204	0
Total operating expenses	3,337,007	1,206,968	6,522,878	3,806,719
Loss from operations	(1,250,971)	(505,659)	(1,981,768)	(1,423,076)
Other expenses
Interest expense	(666,861)	(423,986)	(1,674,420)	(1,080,476)
Change in value of derivative liability	(1,012,743)	72,361	(766,718)	72,361
Gain on extinguishment of debt	0	0	136,300	0
Other income	55,949	47,880	173,608	181,444
Total other expenses	(1,623,655)	(303,745)	(2,131,230)	(826,671)
Loss before income tax	(2,874,626)	(809,404)	(4,112,998)	(2,249,747)
Income tax	0	8,303	0	8,670
Net loss	$ (2,874,626)	$ (817,707)	$ (4,112,998)	$ (2,258,417)
Weighted average shares outstanding :
Weighted Average Number of Shares Outstanding, Basic	30,358,570	23,829,713	27,813,506	23,589,017
Weighted Average Number of Shares Outstanding, Diluted	30,358,570	23,829,713	27,813,506	23,589,017
Loss per share
Earnings Per Share, Basic	$ (0.10)	$ (0.03)	$ (0.15)	$ (0.10)
Earnings Per Share, Diluted	$ (0.10)	$ (0.03)	$ (0.15)	$ (0.10)

XML

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Net Cash Provided by (Used in) Operating Activities
Net loss	$ (4,112,998)	$ (2,258,417)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation	690,743	498,732
Amortization	48,225	69,060
Gain on extinguishment of debt	(136,300)	0
Loss on disposal of fixed assets	414,204	7,949
Gain on derivatives	766,718	(72,351)
Employee stock compensation	52,309	69,290
Stock issued for services	176,800	21,170
Amortization of debt issuance	606,270	22,500
Amortization of debt discounts	95,580	76,322
Change in current assets and liabilities:
Increase (Decrease) in Receivables	(727,643)	(194,192)
Increase (Decrease) in Inventories	(506,277)	(269,457)
Capitalized Contract Cost, Amortization	37,300
Increase (Decrease) in Prepaid Expense	171,006	(90,370)
Increase (Decrease) in Accounts Payable	583,299	621,216
Increase (Decrease) in Accrued Liabilities	606,234	508,149
Increase (Decrease) in Deferred Income Taxes	0	(304)
Increase (Decrease) in Deferred Revenue	(276,703)	117,744
Net cash used in operating activities	(1,511,233)	(872,959)
Net Cash Provided by (Used in) Investing Activities
Capital expenditures	(71,268)	(183,125)
Proceeds from insurance claim on automobiles and trucks	0	86,807
Proceeds from the sale of fixed assets	260,467	0
Acquisition, net of cash acquired	(1,976,750)	(1,937,616)
Net Cash Provided by (Used in) Investing Activities	(1,787,551)	(2,033,934)
Net Cash Provided by (Used in) Financing Activities
Proceeds from issuances of notes payable, related party	125,000	105,500
Proceeds from issuances of notes payable, non-related party	924,750	1,952,392
Proceeds from issuances of convertible notes payable	1,399,250	389,000
Proceeds from sale of common stock	0	15,000
Proceeds from sale leaseback transaction	1,900,000	0
Repayments of notes payable, related party	(31,500)	(123,500)
Repayments of notes payable, non-related party	(777,727)	(289,195)
Repayments of convertible notes payable	(937,959)	(66,370)
Proceeds from line of credit, net	1,072,327	419,670
Cash paid on financing lease obligations	(166,627)	(16,287)
Net Cash Provided by (Used in) Financing Activities	3,507,514	2,386,210
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH	208,730	(520,683)
CASH AND RESTRICTED CASH, BEGINNING BALANCE	335,823	839,764
CASH AND RESTRICTED CASH, ENDING BALANCE	544,553	319,081
Supplemental Cash Flow Information
Interest Paid	955,741	570,614
Income Taxes Paid	0	1,104
Supplemental Cash Flow Elements
Common stock issued for convertible note payable and accrued interest	63,773	57,320
Issuance of convertible note for acquisition of HWT	450,000	1,500,000
Issuance Of Note Payable For Acquisitions	1,950,000	300,000
Issuance of warrants for acquisition of HWT	0	40,941
Issuance of redeemable common stock for acquisition	0	1,439,725
Debt discount from convertible note payable	0	30,000
Debt discount due to derivative liabilities	1,262,970	115,000
Reclassification of warrants embedded conversion option as derivative liability	0	132,693
Notes payable and redeemable common stock restructuring	3,197,538	0
Capital leases	247,000	0
Release of derivative liability	$ 58,018	$ 0

XML

Note 1 - Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2018

Notes

Note 1 - Organization and Basis of Presentation

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 nine months ended September 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).

XML

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Notes

Note 2 - Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of September 30, 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 September 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. 

		September 30, 2018 (Unaudited)		September 30, 2017 (Unaudited)
Cash	$	337,242	$	63,372
Restricted cash included in other non-current assets		207,311		255,709
Total cash and restricted cash shown in statement of cash flows	$	544,553	$	319,081

Major Customers

The Company had two customers that made up 20% and 11%, respectively, of accounts receivable as of September 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 September 30, 2018, the Company had two customers that made up 24% and 10%, respectively, of total revenues.  For the nine months ended September 30, 2018, the Company had one customer that made up 23% of total revenues.  For the three months ended September 30, 2017, the Company had one customer that made up approximately 38% of total revenues.  For the nine months ended September 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 September 30, 2018 (unaudited), and December 31, 2017, allowance for bad debt was $18,710 and $18,710, respectively.

Inventory

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

		September 30, 2018 (Unaudited)		December 31, 2017
Raw materials	$	492,148	$	577,259
WIP		188,276		440,586
Finished goods		1,713,473		161,310
In Transit		-		33,391
	$	2,393,897	$	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 nine months ended September 30, 2018 (unaudited), the Company sold automobiles and trucks with a book value of $674,671 for $260467 of proceeds, resulting in a loss on disposal of $414,204 which is reflected in the Company’s operating expenses for the nine months ended September 30, 2018. 

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

		September 30, 2018 (Unaudited)		December 31, 2017
Automobiles and trucks	$	594,028	$	1,208,935
Machinery and equipment		6,051,329		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		(1,497,304)		(838,893)
	$	11,278,245	$	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 September 30, 2018 (unaudited), and December 31, 2017:

		September 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		(205,265)		(157,039)
	$	704,396	$	752,622

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

		September 30, 2018 (Unaudited)		December 31, 2017
Restricted Cash	$	207,311	$	207,311
Deposits		50,927		50,927
Other		32,000		-
	$	290,238	$	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 September 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 September 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 nine months ended September 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 nine months ended September 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.

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Note 3 - Going Concern

9 Months Ended

Sep. 30, 2018

Notes

Note 3 - Going Concern

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.

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Note 4 - Leases

9 Months Ended

Sep. 30, 2018

Notes

Note 4 - Leases

Note 4 – Leases

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

12 Months Ended September 30:
2019	$	849,577
2020		868,308
2021		884,248
2022		897,408
2023		908,087
Thereafter		8,982,331
Total		13,389,959
Less: Current capital leases and financing transaction		(130,278)
Less: imputed interest		(4,824,484)
Non-current capital leases and financing transaction	$	8,435,197

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 $1,769,770 as of September 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 September 30, 2018.

Operating Leases

The Company has two non-cancellable operating leases as of September 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)	$	22,178	$	5,000	$	27,178
2019		274,118		35,000		309,118
2020		282,342		-		282,342
2021		290,812		-		290,812
Thereafter		-		-		-
Total	$	869,450	$	40,000	$	909,450

Rent expense for the three months ended September 30, 2018 and 2017 amounted to $362,327 and $88,500, respectively.  Rent expense for the nine months ended September 30, 2018 and 2017 amounted to $1,183,229 and $270,300, respectively.   

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Note 5 - Notes Payable

9 Months Ended

Sep. 30, 2018

Notes

Note 5 - Notes Payable

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 nine months ended September 30, 2018.  During the nine months ended September 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:

		September 30, 2018 (Unaudited)		December 31, 2017
Lines of credit, current portion	$	3,249,443	$	2,012,116
Equipment loans, current portion		1,451,076		1,871,501
Term notes, current portion		525,991		10,000
Total current		5,226,510		3,893,617
Long-term portion		5,001,457		-
Total notes payable	$	10,227,967	$	3,893,617

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

		12 Months Ended
		September 30:
2019	$	5,226,510
2020		604,329
2021		4,183,422
2022		178,607
2023		35,099
Total	$	10,227,967

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Note 6 - Notes Payable, Related Parties

9 Months Ended

Sep. 30, 2018

Notes

Note 6 - Notes Payable, Related Parties

Note 6 – Notes Payable, Related Parties

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

		September 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
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	$	180,500	$	387,000

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

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Note 7 - Convertible Notes Payable

9 Months Ended

Sep. 30, 2018

Notes

Note 7 - Convertible Notes Payable

Note 7 – Convertible Notes Payable

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

		September 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.		-		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 penalty ranging from 15% to 40%.		-		-
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.		81,116		-
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.		141,000		-
On July 16, 2018, the Company entered into a variable convertible note for $220,000 with net proceeds of $214,000.  The note is due July 16, 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.		220,000		-
On July 18, 2018, the Company entered into a variable convertible note for $88,000 with net proceeds of $88,000.  The note is due April 30, 2019 and bears interest at 12% per annum.  The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		88,000		-
On August 30, 2018, the Company entered into a variable convertible note for $337,500 with net proceeds of $303,750.  The note is due February 28, 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.		337,500		-
On September 27, 2018, the Company entered into a variable convertible note for $93,000 with net proceeds of $93,000.  The note is due July 15, 2019 and bears interest at 12% per annum.  The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		93,000		-
Total convertible notes payable		3,496,762		4,042,356
Less: discount on convertible notes payable		(745,915)		(79,630)
Total convertible notes payable, net of discount		2,750,847		3,962,726
Less: current portion of convertible notes payable		(2,300,847)		(2,302,620)
Long-term portion of convertible notes payable	$	450,000	$	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 September 30, 2018 and 2017 amounted to $303,433 and $11,468, respectively.  Amortization of debt discounts during the nine months ended September 30, 2018 and 2017 amounted to $606,270 and $22,500, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations.  The unamortized discount balance for these notes was $745,915 as of September 30, 2018, which is expected to be amortized over the next 12 months.

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

		12 Months Ended
		September 30:
2019	$	3,046,762
2020		-
2021		450,000
Total	$	3,496,762

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Note 8 - Stockholders' Equity

9 Months Ended

Sep. 30, 2018

Notes

Note 8 - Stockholders' Equity

Note 8 – Stockholders' Equity

Preferred Stock

The Company is authorized to issue 10,000,000 shares of $0.0001 par value preferred stock. As of September 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 nine months ended September 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 nine months ended September 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.     

•          Issued 23,330 shares of Class A common stock on July 6, 2018 for a settlement valued at $2,333 

•          Issued 274,295 shares of Class A common stock on July 9, 2018 for the conversion of $14,000 of outstanding convertible notes payable.     

•          Issued 195,924 shares of Class A common stock on July 9, 2018 for the conversion of $10,000 of outstanding convertible notes payable.     

•          Issued 175,702 shares of Class A common stock on September 7, 2018 for the conversion of $3,883 of outstanding convertible notes payable and $3,454 of accrued interest.     

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 nine months ended September 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	-		0.00
Outstanding at September 30, 2018 (unaudited)	1,515,000	$	0.21	9.18	$	47,035
Vested and expected to vest
at September 30, 2018 (unaudited)	1,515,000	$	0.21	9.18	$	47,035
Exercisable at September 30, 2018 (unaudited)	247,969	$	0.42	8.69	$	-

The following table summarizes information about options outstanding and exercisable as of September 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	9.63	$	0.05	-	$	0.05
	0.10	85,000	9.53		0.10	-		0.10
	0.13	388,500	8.84		0.13	121,406		0.13
	0.26	114,000	8.56		0.26	42,750		0.26
	0.90	223,500	8.52		0.90	83,813		0.90
		1,515,000				247,969

During the three months ended September 30, 2018 and 2017, stock option expense amounted to $18,914 and $36,617, respectively.  During the nine months ended September 30, 2018 and 2017, stock option expense amounted to $52,309 and $69,290, respectively.  Unrecognized stock option expense as of September 30, 2018 amounted to $205,134, 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 nine months ended September 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.   

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Note 9 - Business Combination

9 Months Ended

Sep. 30, 2018

Notes

Note 9 - Business Combination

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 nine months ended September 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 nine months ended September 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 nine months ended September 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)
		Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Revenue	$	14,653,691	$	9,898,278
Net Loss	$	(4,348,695)	$	(2,665,537)
Net Loss per Common Share - Basic and Diluted	$	(0.16)	$	(0.11)

		Pro Forma Combined Financials (Unaudited)
		Three Months Ended September 30, 2018		Three Months Ended September 30, 2017
Revenue	$	4,795,169	$	2,983,003
Net Loss	$	(2,874,626)	$	(976,002)
Net Loss per Common Share - Basic and Diluted	$	(0.10)	$	(0.04)

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Note 10 - Industry Segments

9 Months Ended

Sep. 30, 2018

Notes

Note 10 - Industry Segments

Note 10 – Industry Segments

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

		Three Months Ended September 30, 2018
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Revenue	$	2,910,462	$	452,966	$	1,200,529	$	231,212	$	4,795,169
Segment gross profit		1,108,857		83,745		617,230		276,204		2,086,036
Segment depreciation and amortization		75,755		101,190		95,817		-		272,762
Segment interest expense		170,785		(34,253)		39,443		490,886		666,861
Segment net income (loss)		337,956		(1,051,916)		(295,511)		(1,865,155)		(2,874,626)
Purchase and acquisition of long-lived assets		-		-		-		-		-

		As of September 30, 2018
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Accounts receivable, net	$	2,171,838	$	417,188	$	1,142,714	$	8,034	$	3,739,774
Goodwill		1,963,761		167,845		1,230,100		-		3,361,706
Total assets		11,434,205		3,892,825		6,289,994		679,584		22,296,608

		Three Months Ended September 30, 2017
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Revenue	$	2,084,565	$	74,301	$	-	$	62,667	$	2,221,533
Segment gross profit		645,360		51,706		-		4,243		701,309
Segment depreciation and amortization		72,538		111,674		-		20,835		205,047
Segment interest expense		179,491		71,404		-		173,091		423,986
Segment net income (loss)		38,192		(489,950)		-		(365,949)		(817,707)
Purchase and acquisition of long-lived assets		6,480		73,042		0-		16,344		95,866

		Nine Months Ended September 30, 2018
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Revenue	$	7,856,208	$	2,938,441	$	2,162,126	$	551,698	$	13,508,473
Segment gross profit		2,915,421		449,168		816,688		359,833		4,541,110
Segment depreciation and amortization		220,976		309,692		191,634		16,666		738,968
Segment interest expense		469,368		31,858		68,149		1,105,045		1,674,420
Segment net income (loss)		888,904		(1,720,538)		(472,297)		(2,809,067)		(4,112,998)
Purchase and acquisition of long-lived assets		20,234		104,713		3,306,959		11,574		3,443,480

		Nine Months Ended September 30, 2017
							Unallocated
							and		Total
		QCA		VWES		APF	Eliminations		Consolidated
Revenue	$	5,648,285	$	1,200,381	$	-	196,140	$	7,044,806
Segment gross profit		1,742,209		(409,113)		-	75,547		1,408,643
Segment depreciation and amortization		217,136		313,155		-	37,501		567,792
Segment interest expense		528,144		209,395		-	342,937		1,080,476
Segment net income (loss)		(99,724)		(1,279,928)		-	(878,765)		(2,258,417)
Purchase and acquisition of long-lived assets		75,480		4,803,164		-	28,344		4,906,988

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Note 11 - Derivative Liabilities and Fair Value Measurements

9 Months Ended

Sep. 30, 2018

Notes

Note 11 - Derivative Liabilities and Fair Value Measurements

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 nine months ended September 30, 2018, the Company had new convertible notes which became convertible that resulted in an additional $2,305,872 initial derivative fair value, which was recorded as a derivative liability and a discount to the note payable, of which $1,042,902 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 loss on the change in value of derivatives of $766,718.     

As of December 31, 2017, the fair value of the derivative liability amounted to $271,588.  As of September 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 nine months ended September 30, 2018 in the accompanying consolidated statements of operations amounted to a gain of $246,025 and $239,610, respectively.  

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

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

Expected dividend yield		0	%
Weighted average expected volatility		200	%
Weighted average risk-free interest rate		1.89	%
Expected terms (years)	0.5 to 0.79

Fair value measurements

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

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

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

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

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

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

	Fair value measurement on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2018
Liabilities
Derivatives	$	-	$	-	$	2,243,258
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 nine months ended September 30, 2018:

Fair value as of December 31, 2017	$	271,588
New derivative liabilities from embedded conversion features, net		1,262,970
Relief of derivative liability		(58,018)
Loss on change in fair value of derivatives		766,718
Fair value as of September 30, 2018 (unaudited)	$	2,243,258

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Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Principles of Consolidation

Principles of consolidation

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

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Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Basis of Presentation

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.

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Note 2 - Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Use of Estimates, Policy

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.

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Note 2 - Summary of Significant Accounting Policies: Reclassification (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Reclassification

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.

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Note 2 - Summary of Significant Accounting Policies: Advertising (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Advertising

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. 

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Note 2 - Summary of Significant Accounting Policies: Cash, Policy (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Cash, Policy

Cash

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days.   As of September 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. 

		September 30, 2018 (Unaudited)		September 30, 2017 (Unaudited)
Cash	$	337,242	$	63,372
Restricted cash included in other non-current assets		207,311		255,709
Total cash and restricted cash shown in statement of cash flows	$	544,553	$	319,081

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Note 2 - Summary of Significant Accounting Policies: Major Customers (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Major Customers

Major Customers

The Company had two customers that made up 20% and 11%, respectively, of accounts receivable as of September 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 September 30, 2018, the Company had two customers that made up 24% and 10%, respectively, of total revenues.  For the nine months ended September 30, 2018, the Company had one customer that made up 23% of total revenues.  For the three months ended September 30, 2017, the Company had one customer that made up approximately 38% of total revenues.  For the nine months ended September 30, 2017, the Company had one customer that made up approximately 35% of total revenues. 

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Note 2 - Summary of Significant Accounting Policies: Accounts Receivable (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Accounts Receivable

Accounts Receivable

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

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Note 2 - Summary of Significant Accounting Policies: Inventory (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Inventory

Inventory

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

		September 30, 2018 (Unaudited)		December 31, 2017
Raw materials	$	492,148	$	577,259
WIP		188,276		440,586
Finished goods		1,713,473		161,310
In Transit		-		33,391
	$	2,393,897	$	1,212,546

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Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Property and Equipment

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 nine months ended September 30, 2018 (unaudited), the Company sold automobiles and trucks with a book value of $674,671 for $260467 of proceeds, resulting in a loss on disposal of $414,204 which is reflected in the Company’s operating expenses for the nine months ended September 30, 2018. 

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

		September 30, 2018 (Unaudited)		December 31, 2017
Automobiles and trucks	$	594,028	$	1,208,935
Machinery and equipment		6,051,329		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		(1,497,304)		(838,893)
	$	11,278,245	$	9,198,387

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Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Purchased Intangibles and Other Long-lived Assets

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 September 30, 2018 (unaudited), and December 31, 2017:

		September 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		(205,265)		(157,039)
	$	704,396	$	752,622

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

		September 30, 2018 (Unaudited)		December 31, 2017
Restricted Cash	$	207,311	$	207,311
Deposits		50,927		50,927
Other		32,000		-
	$	290,238	$	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.

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Note 2 - Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Impairment of Long-lived Assets

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.

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Note 2 - Summary of Significant Accounting Policies: Goodwill (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Goodwill

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 September 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.

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Note 2 - Summary of Significant Accounting Policies: Fair Value Measurement (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Fair Value Measurement

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.

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Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Revenue Recognition

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 September 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 nine months ended September 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 nine months ended September 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.

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Note 2 - Summary of Significant Accounting Policies: Earnings Per Share Policy, Basic (Policies)	9 Months Ended
	Sep. 30, 2018
Policies
Earnings Per Share Policy, Basic	<p style='margin-top:0in;margin-right:0in;margin-bottom:8.0pt;margin-left:0in;line-height:107%;margin-top:3.0pt;margin-right:0in;margin-bottom:3.0pt;margin-left:0in;line-height:normal'><u>Earnings (loss) per share</u></p> <p style='margin-top:0in;margin-right:0in;margin-bottom:8.0pt;margin-left:0in;line-height:107%;margin-top:3.0pt;margin-right:0in;margin-bottom:3.0pt;margin-left:0in;line-height:normal'> </p> <p style='margin-top:0in;margin-right:0in;margin-bottom:8.0pt;margin-left:0in;line-height:107%;margin-top:3.0pt;margin-right:0in;margin-bottom:3.0pt;margin-left:0in;line-height:normal'>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.  </p>

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Note 2 - Summary of Significant Accounting Policies: Share-based Compensation, Option and Incentive Plans Policy (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Share-based Compensation, Option and Incentive Plans Policy

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.

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Note 2 - Summary of Significant Accounting Policies: Income Tax, Policy (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Income Tax, Policy

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.

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Note 2 - Summary of Significant Accounting Policies: Embedded Conversion Features (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Embedded Conversion Features

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.

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Note 2 - Summary of Significant Accounting Policies: Related Party Disclosure (Policies)

9 Months Ended

Sep. 30, 2018

Policies

Related Party Disclosure

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.

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Note 2 - Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies)

9 Months Ended

Sep. 30, 2018

Policies

New Accounting Pronouncements, Policy

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.

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Note 2 - Summary of Significant Accounting Policies: Cash, Policy: Restrictions on Cash and Cash Equivalents (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Restrictions on Cash and Cash Equivalents

		September 30, 2018 (Unaudited)		September 30, 2017 (Unaudited)
Cash	$	337,242	$	63,372
Restricted cash included in other non-current assets		207,311		255,709
Total cash and restricted cash shown in statement of cash flows	$	544,553	$	319,081

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Note 2 - Summary of Significant Accounting Policies: Inventory: Schedule of Inventory, Current (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Inventory, Current

		September 30, 2018 (Unaudited)		December 31, 2017
Raw materials	$	492,148	$	577,259
WIP		188,276		440,586
Finished goods		1,713,473		161,310
In Transit		-		33,391
	$	2,393,897	$	1,212,546

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Note 2 - Summary of Significant Accounting Policies: Property and Equipment: Schedule of Property and Equipment, Estimated Useful Lives (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Property and Equipment, Estimated Useful Lives

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

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Note 2 - Summary of Significant Accounting Policies: Property and Equipment: Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Property, Plant and Equipment

		September 30, 2018 (Unaudited)		December 31, 2017
Automobiles and trucks	$	594,028	$	1,208,935
Machinery and equipment		6,051,329		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		(1,497,304)		(838,893)
	$	11,278,245	$	9,198,387

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Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Finite Lived Intangible Assets, Estimated Useful Lives (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Finite Lived Intangible Assets, Estimated Useful Lives

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

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Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Intangible Assets

		September 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		(205,265)		(157,039)
	$	704,396	$	752,622

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Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Other Assets, Noncurrent (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Other Assets, Noncurrent

		September 30, 2018 (Unaudited)		December 31, 2017
Restricted Cash	$	207,311	$	207,311
Deposits		50,927		50,927
Other		32,000		-
	$	290,238	$	258,238

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Note 4 - Leases: Schedule of Future Minimum Lease Payments for Capital Leases (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Future Minimum Lease Payments for Capital Leases

12 Months Ended September 30:
2019	$	849,577
2020		868,308
2021		884,248
2022		897,408
2023		908,087
Thereafter		8,982,331
Total		13,389,959
Less: Current capital leases and financing transaction		(130,278)
Less: imputed interest		(4,824,484)
Non-current capital leases and financing transaction	$	8,435,197

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Note 4 - Leases: Lessee, Operating Lease, Disclosure (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Lessee, Operating Lease, Disclosure

Fiscal Year		San Jose, CA		Oklahoma City, OK		Total
2018 (remainder of)	$	22,178	$	5,000	$	27,178
2019		274,118		35,000		309,118
2020		282,342		-		282,342
2021		290,812		-		290,812
Thereafter		-		-		-
Total	$	869,450	$	40,000	$	909,450

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Note 5 - Notes Payable: Schedule of Notes Payable (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Notes Payable

		September 30, 2018 (Unaudited)		December 31, 2017
Lines of credit, current portion	$	3,249,443	$	2,012,116
Equipment loans, current portion		1,451,076		1,871,501
Term notes, current portion		525,991		10,000
Total current		5,226,510		3,893,617
Long-term portion		5,001,457		-
Total notes payable	$	10,227,967	$	3,893,617

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Note 5 - Notes Payable: Future Scheduled Maturities of Outstanding Notes Payable to Third Parties (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Future Scheduled Maturities of Outstanding Notes Payable to Third Parties

		12 Months Ended
		September 30:
2019	$	5,226,510
2020		604,329
2021		4,183,422
2022		178,607
2023		35,099
Total	$	10,227,967

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Note 6 - Notes Payable, Related Parties: Schedule of Notes Payable, Related Parties (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Notes Payable, Related Parties

		September 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
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	$	180,500	$	387,000

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Note 7 - Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Convertible Notes Payable

		September 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.		-		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 penalty ranging from 15% to 40%.		-		-
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.		81,116		-
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.		141,000		-
On July 16, 2018, the Company entered into a variable convertible note for $220,000 with net proceeds of $214,000.  The note is due July 16, 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.		220,000		-
On July 18, 2018, the Company entered into a variable convertible note for $88,000 with net proceeds of $88,000.  The note is due April 30, 2019 and bears interest at 12% per annum.  The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		88,000		-
On August 30, 2018, the Company entered into a variable convertible note for $337,500 with net proceeds of $303,750.  The note is due February 28, 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.		337,500		-
On September 27, 2018, the Company entered into a variable convertible note for $93,000 with net proceeds of $93,000.  The note is due July 15, 2019 and bears interest at 12% per annum.  The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		93,000		-
Total convertible notes payable		3,496,762		4,042,356
Less: discount on convertible notes payable		(745,915)		(79,630)
Total convertible notes payable, net of discount		2,750,847		3,962,726
Less: current portion of convertible notes payable		(2,300,847)		(2,302,620)
Long-term portion of convertible notes payable	$	450,000	$	1,660,106

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Note 7 - Convertible Notes Payable: Future Scheduled Maturities Of Outstanding Convertible Notes Payable (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Future Scheduled Maturities Of Outstanding Convertible Notes Payable

		12 Months Ended
		September 30:
2019	$	3,046,762
2020		-
2021		450,000
Total	$	3,496,762

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Note 8 - Stockholders' Equity: Schedule of Common Stock Outstanding Roll Forward (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Common Stock Outstanding Roll Forward

				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	-		0.00
Outstanding at September 30, 2018 (unaudited)	1,515,000	$	0.21	9.18	$	47,035
Vested and expected to vest
at September 30, 2018 (unaudited)	1,515,000	$	0.21	9.18	$	47,035
Exercisable at September 30, 2018 (unaudited)	247,969	$	0.42	8.69	$	-

The following table summarizes information about options outstanding and exercisable as of September 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	9.63	$	0.05	-	$	0.05
	0.10	85,000	9.53		0.10	-		0.10
	0.13	388,500	8.84		0.13	121,406		0.13
	0.26	114,000	8.56		0.26	42,750		0.26
	0.90	223,500	8.52		0.90	83,813		0.90
		1,515,000				247,969

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Note 9 - Business Combination: Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Tables)

9 Months Ended

Sep. 30, 2018

VWES

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

	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

APF

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

		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

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Note 9 - Business Combination: Schedule of Noncash or Part Noncash Acquisitions (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Noncash or Part Noncash Acquisitions

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

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Note 9 - Business Combination: Business Acquisition, Pro Forma Information (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Business Acquisition, Pro Forma Information

		Pro Forma Combined Financials (Unaudited)
		Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Revenue	$	14,653,691	$	9,898,278
Net Loss	$	(4,348,695)	$	(2,665,537)
Net Loss per Common Share - Basic and Diluted	$	(0.16)	$	(0.11)

		Pro Forma Combined Financials (Unaudited)
		Three Months Ended September 30, 2018		Three Months Ended September 30, 2017
Revenue	$	4,795,169	$	2,983,003
Net Loss	$	(2,874,626)	$	(976,002)
Net Loss per Common Share - Basic and Diluted	$	(0.10)	$	(0.04)

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Note 10 - Industry Segments: Schedule of Segment Reporting Information, by Segment (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Segment Reporting Information, by Segment

		Three Months Ended September 30, 2018
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Revenue	$	2,910,462	$	452,966	$	1,200,529	$	231,212	$	4,795,169
Segment gross profit		1,108,857		83,745		617,230		276,204		2,086,036
Segment depreciation and amortization		75,755		101,190		95,817		-		272,762
Segment interest expense		170,785		(34,253)		39,443		490,886		666,861
Segment net income (loss)		337,956		(1,051,916)		(295,511)		(1,865,155)		(2,874,626)
Purchase and acquisition of long-lived assets		-		-		-		-		-

		As of September 30, 2018
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Accounts receivable, net	$	2,171,838	$	417,188	$	1,142,714	$	8,034	$	3,739,774
Goodwill		1,963,761		167,845		1,230,100		-		3,361,706
Total assets		11,434,205		3,892,825		6,289,994		679,584		22,296,608

		Three Months Ended September 30, 2017
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Revenue	$	2,084,565	$	74,301	$	-	$	62,667	$	2,221,533
Segment gross profit		645,360		51,706		-		4,243		701,309
Segment depreciation and amortization		72,538		111,674		-		20,835		205,047
Segment interest expense		179,491		71,404		-		173,091		423,986
Segment net income (loss)		38,192		(489,950)		-		(365,949)		(817,707)
Purchase and acquisition of long-lived assets		6,480		73,042		0-		16,344		95,866

		Nine Months Ended September 30, 2018
								Unallocated
								and		Total
		QCA		VWES		APF		Eliminations		Consolidated
Revenue	$	7,856,208	$	2,938,441	$	2,162,126	$	551,698	$	13,508,473
Segment gross profit		2,915,421		449,168		816,688		359,833		4,541,110
Segment depreciation and amortization		220,976		309,692		191,634		16,666		738,968
Segment interest expense		469,368		31,858		68,149		1,105,045		1,674,420
Segment net income (loss)		888,904		(1,720,538)		(472,297)		(2,809,067)		(4,112,998)
Purchase and acquisition of long-lived assets		20,234		104,713		3,306,959		11,574		3,443,480

		Nine Months Ended September 30, 2017
							Unallocated
							and		Total
		QCA		VWES		APF	Eliminations		Consolidated
Revenue	$	5,648,285	$	1,200,381	$	-	196,140	$	7,044,806
Segment gross profit		1,742,209		(409,113)		-	75,547		1,408,643
Segment depreciation and amortization		217,136		313,155		-	37,501		567,792
Segment interest expense		528,144		209,395		-	342,937		1,080,476
Segment net income (loss)		(99,724)		(1,279,928)		-	(878,765)		(2,258,417)
Purchase and acquisition of long-lived assets		75,480		4,803,164		-	28,344		4,906,988

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Note 11 - Derivative Liabilities and Fair Value Measurements: Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities

Expected dividend yield		0	%
Weighted average expected volatility		200	%
Weighted average risk-free interest rate		1.89	%
Expected terms (years)	0.5 to 0.79

XML

Note 11 - Derivative Liabilities and Fair Value Measurements: Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation

	Fair value measurement on a recurring basis
	Level 1		Level 2		Level 3
As of September 30, 2018
Liabilities
Derivatives	$	-	$	-	$	2,243,258
As of December 31, 2017
Liabilities
Derivatives	$	-	$	-	$	271,588

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Note 11 - Derivative Liabilities and Fair Value Measurements: Schedule of Derivative Liabilities at Fair Value (Tables)

9 Months Ended

Sep. 30, 2018

Tables/Schedules

Schedule of Derivative Liabilities at Fair Value

Fair value as of December 31, 2017	$	271,588
New derivative liabilities from embedded conversion features, net		1,262,970
Relief of derivative liability		(58,018)
Loss on change in fair value of derivatives		766,718
Fair value as of September 30, 2018 (unaudited)	$	2,243,258

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Note 2 - Summary of Significant Accounting Policies: Cash, Policy: Restrictions on Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Cash	$ 337,242		$ 63,372
Other non-current assets	290,238	$ 258,238
Restricted Cash and Cash Equivalents	544,553		319,081
Restricted Cash
Other non-current assets	$ 207,311	$ 207,311	$ 255,709

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Note 2 - Summary of Significant Accounting Policies: Major Customers (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Accounts Receivable Concentration Risk
Concentration Risk, Customer			The Company had two customers that made up 20% and 11%, respectively, of accounts receivable		The Company had two customers that made up 41% and 13%, respectively, of accounts receivable
Revenues Concentration Risk
Concentration Risk, Customer	the Company had two customers that made up 24% and 10%, respectively, of total revenues	the Company had one customer that made up approximately 38% of total revenues	the Company had one customer that made up 23% of total revenues	the Company had one customer that made up approximately 35% of total revenues

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

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Note 2 - Summary of Significant Accounting Policies: Inventory: Schedule of Inventory, Current (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Details
Inventory, Raw Materials, Gross	$ 492,148	$ 577,259
Inventory, Work in Process, Gross	188,276	440,586
Inventory, Finished Goods, Gross	1,713,473	161,310
Inventory, In Transit, Gross	0	33,391
Inventory	$ 2,393,897	$ 1,212,546

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Note 2 - Summary of Significant Accounting Policies: Property and Equipment: Schedule of Property and Equipment, Estimated Useful Lives (Details)	9 Months Ended
	Sep. 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

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Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Details
Proceeds from the sale of fixed assets			$ 260,467	$ 0
Loss on sale of property and equipment	$ 57,271	$ 0	$ 414,204	$ 0

XML

Note 2 - Summary of Significant Accounting Policies: Property and Equipment: Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property and equipment, net	$ 11,278,245	$ 9,198,387
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	1,497,304	838,893
Vehicles
Property and equipment, net	594,028	1,208,935
Machinery and Equipment
Property and equipment, net	6,051,329	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	0	126,347
Leaseholds and Leasehold Improvements
Property and equipment, net	$ 294,524	$ 294,524

XML

Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Finite Lived Intangible Assets, Estimated Useful Lives (Details)	9 Months Ended
	Sep. 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

XML

Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Intangible Assets (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Intangible asset, net	$ 704,396	$ 752,622
Finite-Lived Intangible Assets, Accumulated Amortization	(205,265)	(157,039)
Computer Software, Intangible Asset
Intangible asset, net	278,474	278,474
Noncompete Agreements
Intangible asset, net	100,000	100,000
Customer Lists
Intangible asset, net	$ 531,187	$ 531,187

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Note 2 - Summary of Significant Accounting Policies: Purchased Intangibles and Other Long-lived Assets: Schedule of Other Assets, Noncurrent (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Other non-current assets	$ 290,238	$ 258,238
Deposits
Other non-current assets	50,927	50,927
Other
Other non-current assets	32,000	0
Restricted Cash
Other non-current assets	$ 207,311	$ 207,311	$ 255,709

XML

Note 4 - Leases: Schedule of Future Minimum Lease Payments for Capital Leases (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Details
Capital Leases, Future Minimum Payments Due, Next Twelve Months	$ 849,577
Capital Leases, Future Minimum Payments Due in Two Years	868,308
Capital Leases, Future Minimum Payments Due in Three Years	884,248
Capital Leases, Future Minimum Payments Due in Four Years	897,408
Capital Leases, Future Minimum Payments Due in Five Years	908,087
Capital Leases, Future Minimum Payments Due Thereafter	8,982,331
Capital Leases, Future Minimum Payments Due	13,389,959
Financing lease obligation, current portion	(130,278)	$ (24,590)
Imputed Interest on Capital Lease	(4,824,484)
Financing lease obligations, net of current portion	$ 8,435,197	$ 6,560,112

XML

Note 4 - Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Details
Proceeds from sale leaseback transaction			$ 1,900,000	$ 0
Capital Lease Obligations	$ 1,769,770		1,769,770
Operating Leases, Rent Expense	$ 362,327	$ 88,500	$ 1,183,229	$ 270,300

XML

Note 4 - Leases: Lessee, Operating Lease, Disclosure (Details)	Sep. 30, 2018 USD ($)
San Jose, CA
Operating Leases, Future Minimum Payments, Next Rolling Twelve Months	$ 22,178
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 Thereafter	0
Operating Leases, Future Minimum Payments Due	869,450
Oklahoma City, OK
Operating Leases, Future Minimum Payments, Next Rolling Twelve Months	5,000
Operating Leases, Future Minimum Payments, Due in Two Years	35,000
Operating Leases, Future Minimum Payments, Due in Three Years	0
Operating Leases, Future Minimum Payments, Due in Four Years	0
Operating Leases, Future Minimum Payments, Due Thereafter	0
Operating Leases, Future Minimum Payments Due	$ 40,000

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Note 5 - Notes Payable: Schedule of Notes Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Notes payable, current portion	$ 5,226,510	$ 3,893,617
Notes Payable	10,227,967	3,893,617
Lines of Credit
Notes payable, current portion	3,249,443	2,012,116
Equipment Loans
Notes payable, current portion	1,451,076	1,871,501
Short Term Notes
Notes payable, current portion	525,991	10,000
Equipment, Noncurrent
Long-term Debt	$ 5,001,457	$ 0

XML

Note 5 - Notes Payable: Future Scheduled Maturities of Outstanding Notes Payable to Third Parties (Details)	9 Months Ended
	Sep. 30, 2018 USD ($)
Details
Future Maturities of Outstanding Notes Payable, Third Parties, Remainder of Current Year	$ 5,226,510
Future Maturities of Outstanding Notes Payable, Third Parties, Year Two	604,329
Future Maturities of Outstanding Notes Payable, Third Parties, Year Three	4,183,422
Future Maturities of Outstanding Notes Payable, Third Parties, Year Four	178,607
Future Maturities of Outstanding Notes Payable, Third Parties, Year Five	35,099
Future Maturities of Outstanding Notes Payable, Third Parties	$ 10,227,967

XML

Note 6 - Notes Payable, Related Parties: Schedule of Notes Payable, Related Parties (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Notes payable, related parties, current portion	$ 180,500	$ 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
Notes Payable 4
Notes payable, related parties, current portion	0	300,000
Notes Payable 5
Notes payable, related parties, current portion	0	11,500
Notes Payable 6
Notes payable, related parties, current portion	0	20,000
Notes Payable 7
Notes payable, related parties, current portion	$ 125,000	$ 0

XML

Note 7 - Convertible Notes Payable: Schedule of Convertible Notes Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Convertible Notes Payable	$ 3,496,762	$ 4,042,356
Debt Instrument, Unamortized Discount	(745,915)	(79,630)
Convertible Notes Payable, net of discount	2,750,847	3,962,726
Convertible notes payable, current	(2,300,847)	(2,302,620)
Convertible notes payable, net of current portion	450,000	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	0	1,500,000
Convertible Notes Payable 4
Convertible Notes Payable	10,000	30,000
Convertible Notes Payable 5
Convertible Notes Payable	0	43,000
Convertible Notes Payable 6
Convertible Notes Payable	0	72,748
Convertible Notes Payable 7
Convertible Notes Payable	0	105,000
Convertible Notes Payable 8
Convertible Notes Payable	0	60,000
Convertible Notes Payable 9
Convertible Notes Payable	0	58,500
Convertible Notes Payable 10
Convertible Notes Payable	0	115,000
Convertible Notes Payable 11
Convertible Notes Payable	0	105,000
Convertible Notes Payable 12
Convertible Notes Payable	0	86,000
Convertible Notes Payable 13
Convertible Notes Payable	150,000	0
Convertible Notes Payable 14
Convertible Notes Payable	0	0
Convertible Notes Payable 15
Convertible Notes Payable	81,116	0
Convertible Notes Payable 16
Convertible Notes Payable	450,000	0
Convertible Notes Payable 17
Convertible Notes Payable	124,199	0
Convertible Notes Payable 18
Convertible Notes Payable	37,800	0
Convertible Notes Payable 19
Convertible Notes Payable	141,000	0
Convertible Notes Payable 20
Convertible Notes Payable	220,000	0
Convertible Notes Payable 21
Convertible Notes Payable	88,000	0
Convertible Notes Payable 22
Convertible Notes Payable	337,500	0
Convertible Notes Payable 23
Convertible Notes Payable	$ 93,000	$ 0

XML

Note 7 - Convertible Notes Payable: Future Scheduled Maturities Of Outstanding Convertible Notes Payable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Details
Future Maturities of Convertible Notes Payable, Remainder of Current Year	$ 3,046,762
Future Maturities of Convertible Notes Payable, Year Two	0
Future Maturities of Convertible Notes Payable, Year Two	450,000
Convertible Notes Payable	$ 3,496,762	$ 4,042,356

XML

Note 8 - Stockholders' Equity (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Preferred Stock, Shares Authorized	10,000,000		10,000,000		10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001		$ 0.0001
REDEEMABLE COMMON STOCK	$ 0		$ 0		$ 1,439,725
Stock Options Expense	$ 18,914	$ 36,617	$ 52,309	$ 69,290
Redeemable Class A Common Stock
Common Stock, Shares, Issued	0		0		379,403
Stock Issuance 1
Stock Issued During Period, Shares, New Issues			333,333
Stock Issuance 2
Stock Issued During Period, Shares, New Issues			120,000
Stock Issuance 3
Stock Issued During Period, Shares, New Issues			100,000
Stock Issuance 4
Stock Issued During Period, Shares, New Issues			386,363
Stock Issuance 5
Stock Issued During Period, Shares, New Issues			76,670
Stock Issuance 6
Stock Issued During Period, Shares, New Issues			3,400,000
Stock Issuance 7
Stock Issued During Period, Shares, New Issues			250,000
Stock Issuance 8
Stock Issued During Period, Shares, New Issues			23,330
Stock Issuance 9
Stock Issued During Period, Shares, New Issues			274,295
Stock Issuance 10
Stock Issued During Period, Shares, New Issues			195,924
Stock Issuance 11
Stock Issued During Period, Shares, New Issues			175,702

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Note 8 - Stockholders' Equity: Schedule of Common Stock Outstanding Roll Forward (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 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 2 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	$ 47,035
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 2 months 5 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	$ 47,035
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	247,969
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.42
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	8 years 8 months 8 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 0
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 7 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 6 months 11 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	8 years 10 months 2 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	121,406
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.13
Stock Option 4
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 6 months 22 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	42,750
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.26
Stock Option 5
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 6 months 7 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	83,813
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.90

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Note 9 - Business Combination (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
REDEEMABLE COMMON STOCK	$ 0		$ 1,439,725
Issuance Of Note Payable For Acquisitions	1,950,000	$ 300,000
Issuance of convertible note for acquisition of HWT	$ 450,000	$ 1,500,000
Redeemable Class A Common Stock
Common Stock, Shares, Outstanding	0		379,403

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Note 9 - Business Combination: Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details)	9 Months Ended
	Sep. 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)

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Note 9 - Business Combination: Schedule of Noncash or Part Noncash Acquisitions (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
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	$ 3,197,538	$ 0

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Note 9 - Business Combination: Business Acquisition, Pro Forma Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Details
Business Acquisition, Pro Forma Revenue	$ 14,653,691	$ 9,898,278	$ 4,795,169	$ 2,983,003
Business Acquisition, Pro Forma Net Income (Loss)	$ (4,348,695)	$ (2,665,537)	$ (2,874,626)	$ (976,002)
Basic Earnings Per Share, Pro Forma	$ (0.16)	$ (0.11)	$ (0.10)	$ (0.04)

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Note 10 - Industry Segments: Schedule of Segment Reporting Information, by Segment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Revenue	$ 4,795,169	$ 2,221,533	$ 13,508,473	$ 7,044,806
Gross Profit	2,086,036	701,309	4,541,110	2,383,643
Interest Expense	666,861	423,986	1,674,420	1,080,476
Net loss	(2,874,626)	(817,707)	(4,112,998)	(2,258,417)
Accounts receivable	3,739,774		3,739,774		$ 2,067,081
Goodwill	3,361,706		3,361,706		2,131,606
TOTAL ASSETS	22,438,724		22,438,724		$ 15,970,950
QCA
Revenue	2,910,462	2,084,565	7,856,208	5,648,285
Gross Profit	1,108,857	645,360	2,915,421	1,742,209
Depreciation, Depletion and Amortization, Nonproduction	75,755	72,538	220,976	217,136
Interest Expense	170,785	179,491	469,368	528,144
Net loss	337,956	38,192	888,904	(99,724)
Purchase and acquisition of long-lived assets	0		20,234	75,480
Accounts receivable	2,171,838		2,171,838
Goodwill	1,963,761		1,963,761
TOTAL ASSETS	11,434,205		11,434,205
VWES
Revenue	452,966	74,301	2,938,441	1,200,381
Gross Profit	83,745	51,706	449,168	(409,113)
Depreciation, Depletion and Amortization, Nonproduction	101,190	111,674	309,692	313,155
Interest Expense	(34,253)	71,404	31,858	209,395
Net loss	(1,051,916)	(489,950)	(1,720,538)	(1,279,928)
Purchase and acquisition of long-lived assets	0		104,713	4,803,164
Accounts receivable	417,188		417,188
Goodwill	167,845		167,845
TOTAL ASSETS	3,892,825		3,892,825
APF
Revenue	1,200,529	0	2,162,126	0
Gross Profit	617,230	0	816,688	0
Depreciation, Depletion and Amortization, Nonproduction	95,817	0	191,634	0
Interest Expense	39,443	0	68,149	0
Net loss	(295,511)	0	(472,297)	0
Purchase and acquisition of long-lived assets	0		3,306,959	0
Accounts receivable	1,142,714		1,142,714
Goodwill	1,230,100		1,230,100
TOTAL ASSETS	6,289,994		6,289,994
Unallocated and Eliminations
Revenue	231,212	62,667	551,698	196,140
Gross Profit	276,204	4,243	359,833	75,547
Depreciation, Depletion and Amortization, Nonproduction	0	20,835	16,666	37,501
Interest Expense	490,886	173,091	1,105,045	342,937
Net loss	(1,865,155)	(365,949)	(2,809,067)	(878,765)
Purchase and acquisition of long-lived assets	0		11,574	28,344
Accounts receivable	8,034		8,034
Goodwill	0		0
TOTAL ASSETS	679,584		679,584
Total Consolidated
Revenue	4,795,169	2,221,533	13,508,473	7,044,806
Gross Profit	2,086,036	701,309	4,541,110	1,408,643
Depreciation, Depletion and Amortization, Nonproduction	272,762	205,047	738,968	567,792
Interest Expense	666,861	423,986	1,674,420	1,080,476
Net loss	(2,874,626)	$ (817,707)	(4,112,998)	(2,258,417)
Purchase and acquisition of long-lived assets	0		3,443,480	$ 4,906,988
Accounts receivable	3,739,774		3,739,774
Goodwill	3,361,706		3,361,706
TOTAL ASSETS	$ 22,296,608		$ 22,296,608

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Note 11 - Derivative Liabilities and Fair Value Measurements: Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities (Details)	9 Months Ended
	Sep. 30, 2018
Fair Value Assumptions, Weighted Average Volatility Rate	200
Fair Value Assumptions, Risk Free Interest Rate	1.89
Minimum
Fair Value Assumptions, Expected Term	6 months
Maximum
Fair Value Assumptions, Expected Term	9 months 14 days

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Note 11 - Derivative Liabilities and Fair Value Measurements: Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Derivative Liability	$ 2,243,258	$ 271,588
Fair Value, Inputs, Level 3
Derivative Liability	$ 2,243,258	$ 271,588

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Note 11 - Derivative Liabilities and Fair Value Measurements: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Details
Derivative Liability	$ 2,243,258		$ 271,588
New derivative liabilities from embedded conversion features, net	1,262,970
Release of derivative liability	58,018	$ 0
Derivative, Gain (Loss) on Derivative, Net	$ 766,718