ALPINE 4 HOLDINGS, INC. - Quarter Report: 2022 March (Form 10-Q)

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2022

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

Commission file number: 000-55205

Alpine 4 Holdings, Inc.

(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: 480-702-2431

(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 x No o

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 x No o

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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	x

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

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. x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 23, 2022, the issuer had 162,382,205 shares of its Class A common stock issued and outstanding, 8,548,088 shares of its Class B common stock issued and outstanding and 12,500,200 shares of its Class C common stock issued and outstanding.

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TABLE OF CONTENTS


PART I		Page

Item 1.	Financial Statements	4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II

Item 1.	Legal Proceedings	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 6.	Exhibits	31

	Signatures	34

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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, commencement of business operations, business strategy, statements related to the expected effects on our business from the novel coronavirus (“COVID-19”) pandemic, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “hope,” “intend,” “project,” “positioned,” or “strategy” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the duration and scope of the COVID-19 pandemic and impact on the demand for the products we distribute; our ability to obtain the products from the manufacturer; actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the COVID-19 pandemic and action taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; our inability to sustain profitable sales growth; and circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives. For a more thorough discussion of these risks, you should read this entire Report carefully, as well as the risks discussed under “Risk Factors” in our Annual Report for the year ended December 31, 2021.

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

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ALPINE 4 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	March 31, 2022		December 31, 2021
	(unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	900,814	$	3,715,666
Accounts receivable, net	13,616,694		11,875,176
Inventory, net	24,154,359		25,981,905
Contract assets	1,207,606		877,904
Prepaid expenses and other current assets	2,522,176		1,955,907
Total current assets	42,401,649		44,406,558

Property and equipment, net	27,908,742		28,096,562
Intangible asset, net	36,105,313		36,777,245
Right of use assets, net	1,354,925		1,460,206
Goodwill	21,937,634		21,937,634
Other non-current assets	672,755		357,118

TOTAL ASSETS	$	130,381,018	$	133,035,323

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	7,347,833	$	7,744,957
Accrued expenses	5,044,642		5,074,006
Contract liabilities	4,679,133		6,359,449
Line of credit	3,590,862		4,473,489
Notes payable, current portion	5,533,544		5,690,524
Financing lease obligation, current portion	670,619		649,343
Operating lease obligation, current portion	437,490		428,596
Total current liabilities	27,304,123		30,420,364

Notes payable, net of current portion	8,555,477		8,426,105
Line of credit, net of current portion	10,339,420		5,640,051
Financing lease obligations, net of current portion	15,140,606		15,319,467
Operating lease obligations, net of current portion	954,293		1,066,562
Deferred tax liability	51,308		51,308

TOTAL LIABILITIES	62,345,227		60,923,857

STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized	—		—
Series B preferred stock; $1.00 stated value; 100 shares authorized, 5 and 5 shares issued and outstanding at March 31, 2022 and December 31, 2021	5		5
Series C preferred stock; $3.50 stated value; 2,028,572 shares authorized, 0 and 10,149 shares issued and outstanding at March 31, 2022 and December 31, 2021	—		—
Series D preferred stock; $3.50 stated value; 1,628,572 shares authorized, 0 and 78,674 shares issued and outstanding at March 31, 2022 and December 31, 2021	—		7
Class A Common stock, $0.0001 par value, 295,000,000 shares authorized, 161,910,355 and 161,798,817 shares issued and outstanding at March 31, 2022 and December 31, 2021	16,193		16,182
Class B Common stock, $0.0001 par value, 10,000,000 shares authorized, 8,548,088 and 8,548,088 shares issued and outstanding at March 31, 2022 and December 31, 2021	854		854
Class C Common stock, $0.0001 par value, 15,000,000 shares authorized, 12,500,200 and 12,500,200 shares issued and outstanding at March 31, 2022 and December 31, 2021	1,250		1,250
Additional paid-in capital	131,394,135		131,293,861
Accumulated deficit	(63,376,646)		(59,200,693)
Total stockholders' equity	68,035,791		72,111,466
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	130,381,018	$	133,035,323

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

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ALPINE 4 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
	2022		2021

Revenues, net	$	25,592,154	$	8,668,405
Costs of revenue	19,954,697		7,913,786
Gross profit	5,637,457		754,619

Operating expenses:
General and administrative expenses	9,045,238		5,572,717
Research and development	191,930		253,971
Total operating expenses	9,237,168		5,826,688
Loss from operations	(3,599,711)		(5,072,069)

Other income (expenses)
Interest expense	(608,961)		(1,471,723)
Gain on forgiveness of debt	—		429,540
Other income (expenses)	32,719		(15,216)
Total other expenses	(576,242)		(1,057,399)

Loss before income tax	(4,175,953)		(6,129,468)

Income tax	—		—

Net loss	$	(4,175,953)	$	(6,129,468)

Weighted average shares outstanding:
Basic	183,032,447		154,616,490
Diluted	183,032,447		154,616,490

Basic loss per share	$	(0.02)	$	(0.04)

Diluted loss per share	$	(0.02)	$	(0.04)

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

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ALPINE 4 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)


	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Class A Common Stock			Class B Common Stock			Class C Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance, December 31, 2021	5	$	5	10,149	$	—	78,674	$	7	161,798,817	$	16,182	8,548,088	$	854	12,500,200	$	1,250	$	131,293,861	$	(59,200,693)	$	72,111,466
Issuance of shares of common stock for compensation	—	—		—	—		—	—		39,386	4		—	—		—	—		99,248		—		99,252
Conversion of series D preferred stock to Class A	—	—		—	—		(78,674)	(7)		63,907	7		—	—		—	—		—		—		—
Conversion of series C preferred stock to Class A	—	—		(10,149)	—		—	—		8,245	—		—	—		—	—		—		—		—
Share-based compensation expense	—	—		—	—		—	—		—	—		—	—		—	—		1,026		—		1,026
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—		(4,175,953)		(4,175,953)

Balance, March 31, 2022	5	$	5	—	$	—	—	$	—	161,910,355	$	16,193	8,548,088	$	854	12,500,200	$	1,250	131,394,135		$	(63,376,646)	$	68,035,791

Balance, December 31, 2020	5	$	5	1,714,286	$	171	—	$	—	126,363,158	$	12,636	9,023,088	$	902	14,162,267	$	1,417	$	30,991,978	$	(39,795,401)	$	(8,788,292)

Issuance of shares of common stock for cash, net of offering costs	—	—		—	—		—	—		9,857,397	985		—	—		—	—		54,301,997		—		54,302,982
Issuance of shares of common stock for convertible note payable and accrued interest	—	—		—	—		—	—		702,877	70		—	—		—	—		109,760		—		109,830
Issuance of shares of series D preferred stock for acquisition	—	—		—	—		1,428,570	143		—	—		—	—		—	—		6,653,166		—		6,653,309
Repurchase of class C common stock	—	—		—	—		—	—		—	—		—	—		(45,000)	(5)		(185,845)		—		(185,850)
Share-based compensation expense	—	—		—	—		—	—		—	—		—	—		—	—		19,341		—		19,341
Beneficial conversion feature on convertible notes	—	—		—	—		—	—		—	—		—	—		—	—		92,428		—		92,428
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—		(6,129,468)		(6,129,468)

Balance, March 31, 2021	5	$	5	1,714,286	$	171	1,428,570	$	143	136,923,432	$	13,691	9,023,088	$	902	14,117,267	$	1,412	$	91,982,825	$	(45,924,869)	$	46,074,280

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

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ALPINE 4 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2022		2021
OPERATING ACTIVITIES:
Net loss	$	(4,175,953)	$	(6,129,468)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	733,459		498,590
Amortization	671,932		223,836
Gain on forgiveness of debt	—		(429,540)
Employee stock compensation	100,278		19,341
Amortization of debt discounts	—		801,340
Non-cash lease expense	105,281		74,823
Write off of inventory	66,789		—
Bad debt expense	113,727		—
Change in current assets and liabilities:
Accounts receivable	(1,855,245)		(607,410)
Inventory	1,760,757		(726,739)
Contract assets	(329,702)		(738,663)
Prepaid expenses and other assets	(881,906)		(309,381)
Accounts payable	(397,124)		(1,242,754)
Accrued expenses	(29,364)		(478,911)
Contract liabilities	(1,680,316)		169,915
Operating lease liability	(103,375)		(75,904)
Net cash used in operating activities	(5,900,762)		(8,950,925)

INVESTING ACTIVITIES:
Capital expenditures	(363,053)		(243,992)
Cash assumed in acquisition	—		81,442
Net cash used in investing activities	(363,053)		(162,550)

FINANCING ACTIVITIES:
Proceeds from the sale of common stock, net of offering costs	—		54,302,982
Proceeds from issuances of notes payable, non-related party	—		11,800
Proceeds from issuances of convertible notes payable	—		408,000
Proceeds from line of credit	13,641,983		—
Repurchase of common stock	—		(185,850)
Repayments of notes payable, related party	—		(34,979)
Repayments of notes payable, non-related parties	(210,194)		(5,945,000)
Repayments of convertible notes payable	—		(1,291,463)
Repayment of line of credit	(9,825,241)		(2,880,550)
Cash paid on financing lease obligations	(157,585)		(302,575)
Net cash provided by financing activities	3,448,963		44,082,365

NET INCREASE (DECREASE) IN CASH	(2,814,852)		34,968,890

CASH, BEGINNING BALANCE	3,715,666		722,583

CASH, ENDING BALANCE	$	900,814	$	35,691,473

CASH PAID FOR:
Interest	$	579,793	$	709,061
Income taxes	$	—	$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest	$	—	$	109,830
Equipment purchased on note payable	$	182,586	$	—
Conversion of series D preferred stock for common stock	$	7	$	—
Issuance of shares of series D preferred stock for acquisition	$	—	$	6,653,309
Beneficial conversion feature on convertible notes	$	—	$	92,428

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

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Alpine 4 Holdings, Inc., and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the Three Months Ended March 31, 2022

Note 1 – Organization and Basis of Presentation

The unaudited consolidated financial statements were prepared by Alpine 4 Holdings, Inc. (‘we,” “our,” or the "Company"), pursuant to the rules and regulations of the Securities Exchange Commission ("SEC"). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K filed with the SEC on April 14, 2022. The results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022.

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

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

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

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

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

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

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

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

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

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

On November 29, 2021, the Company, and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc. (“AC3”), entered into a merger agreement with ElecJet Corp., (“ElecJet”) and the three ElecJet shareholders. Pursuant to the agreement, AC3 merged with and into ElecJet with ElecJet being the surviving entity following the merger.

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On December 9, 2021, the Company, and A4 Technologies, Inc., a wholly owned subsidiary of the Company (“A4 Technologies”), entered into a Membership Interest Purchase Agreement with DTI Services Limited Liability Company (doing business as RCA Commercial Electronics), (“DTI”), Direct Tech Sales LLC, (also having an assumed business name of RCA Commercial Electronics), (“Direct Tech”), PMI Group, LLC, (“PMI”), Continu.Us, LLC, (“Continu.Us”), Solas Ray, LLC, (“Solas”), and the individual owners of the interests of the various entities. DTI, Direct Tech, PMI, Continu.Us, and Solas were each referred to in the Membership Interest Purchase Agreement collectively as “RCA.” Pursuant to the MIPA, the Company acquired all of the outstanding membership interests of RCA.

As of the date of this Report, the Company was a holding company owning, directly or indirectly, fourteen companies:

•A4 Corporate Services, LLC;

•ALTIA, LLC;

•Quality Circuit Assembly, Inc.;

•Morris Sheet Metal, Corp;

•JTD Spiral, Inc.;

•Excel Construction Services, LLC;

•SPECTRUMebos, Inc.;

•Vayu (US);

•Thermal Dynamics International, Inc.;

•Alternative Laboratories, LLC.;

•Identified Technologies, Corp.;

•ElecJet Corp.;

•DTI Services Limited Liability Company (doing business as RCA Commercial Electronics); and

•Global Autonomous Corporation

Basis of presentation

The accompanying consolidated financial statements present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Liquidity

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

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

As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses and negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. While the Company experienced an operating loss for the quarter ended March 31, 2022, of $3.6 million, this was an improvement over the previous quarter ended December 31, 2021 and the same quarter last year ended March 31, 2021, during which the Company had an operating loss of $12.4 million and $5.1 million, respectively. While the Company had a negative cash flow used in operation of $5.9 million for the quarter ended March 31, 2022, it was an improvement over the same quarter last year when the Company had a negative cash flow used in operations of $9.0 million.

As of March 31, 2022, the Company has positive working capital of approximately $15.1 million, which was an increase of $1.1 million compared to December 31, 2021. The Company has secured bank financing totaling $ 23 million in lines of credit of which approximately $1.5 million was unused at March 31, 2022. As of the date of the Report, the Company had approximately $2.5 million in cash.

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

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existing operating companies. The Company also may raise funds through debt financing, securing additional lines of credit, and the sale of shares through its planned at-the-market offering.

Based on management’s plans to improve cash flows as disclosed above management believes the Company has sufficient working capital to satisfy the Company’s estimated liquidity needs for the next 12 months. Because of the above factors, the Company believes that this alleviates the substantial doubt in connection with the

Company's ability to continue as a going concern.

However, there is no assurance that management’s plans will be successful due to the current economic climate in the United States and globally.

Note 2 – Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of March 31, 2022, and December 31, 2021. Significant intercompany balances and transactions have been eliminated.

Use of estimates

The consolidated financial statements are prepared in accordance with U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. In many instances, the Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. The ultimate impact from COVID-19 on the Company’s operations and financial results during 2022 will depend on, among other things, the ultimate severity and scope of the pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, and the speed with which the economy recovers. The Company is not able to fully quantify the impact that these factors will have on the Company’s financial results during 2022 and beyond. COVID-19 did have a negative impact on the Company’s financial performance in 2021. Our operations and performance may depend on global, regional, economic and geopolitical conditions. Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from North American and European leaders. These events are currently escalating and creating increasingly volatile global economic conditions. Resulting changes in North American trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” A trade war could result in increased costs for raw materials that we use in our manufacturing and could otherwise limit our ability to sell our products abroad. These increased costs would have a negative effect on our financial condition and profitability. Furthermore, the military conflict between Russia and Ukraine may increase the likelihood of supply interruptions and further hinder our ability to find the materials we need to make our products. If the conflict between Russia and Ukraine continues for a long period of time, or if other countries become further involved in the conflict, we could face significant adverse effects to our business and financial condition. The Company is not able to fully quantify the impact that these factors will have on the Company’s financial results during 2022 and beyond.

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.

Cash

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of March 31, 2022, and December 31, 2021, the Company had no cash equivalents.

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Major Customers

The Company had one customer, W.W. Grainger Inc., that made up 13% of accounts receivable as of March 31, 2022. The Company had no customer that made up over 10% of accounts receivable as of December 31, 2021.

For the three months ended March 31, 2022, the Company had one customer, W.W. Grainger Inc., that made up 13% of total revenues. For the three months ended March 31, 2021, the Company had two customers, Rivian Automotive, Inc. and Lighthouse Worldwide Solutions, that made up 15% and 10% of total revenues, respectively.

For the three months ended March 31, 2022, the Company had 11% of total revenues made up of prime contractors.

Major Customer by Segment

Manufacturing

As of as of March 31, 2022, and December 31, 2021, the manufacturing segment had two customers, Rivian Automotive, Inc. and Lighthouse Worldwide Solutions, that made up 28% and 25%, respectively, and 31% and 20%, respectively, of accounts receivable.

For the three months ended March 31, 2022, the manufacturing segment had two customers, Rivian Automotive, Inc. and Lighthouse Worldwide Solutions, that made up 23% and 13%, respectively, of total manufacturing revenues. For the three months ended March 31, 2021, the manufacturing segment had two customers, Rivian Automotive, Inc. and Lighthouse Worldwide Solutions, that made up 34% and 23%, respectively, of total manufacturing revenues.

Construction

As of March 31, 2022, the construction segment had one customer, A. Hattersley & Sons, Inc., that made up 24% of accounts receivable. As of December 31, 2021, the construction segment had two customers, A. Hattersley & Sons, Inc. and Shambaugh & Sons L.P., that made up 25% and 17%, respectively, of accounts receivable.

For the three months ended March 31, 2022, the construction segment had one customer, A. Hattersley & Sons, Inc., that made up 19% of total construction revenues. For the three months ended March 31, 2021, the construction segment had one customer, A. Hattersley & Sons, Inc., that made up 11% of total construction revenues.

Defense

Of the defense segment, 100% of accounts receivables and defense revenues were related to prime contractors.

Technologies

In the technologies segment, the Company had one customer, W.W. Grainger Inc., that made up 39% of accounts receivable as of March 31, 2022, and two customers, Direct Supply Inc. and W.W. Grainger Inc., that made up 14% and 30%, respectively, of accounts receivable as of December 31, 2021.

For the three months ended March 31, 2022, the technology segment had one customer, W.W. Grainger Inc., that made up 33% of their total revenues.

Aerospace

As of December 31, 2021, the aerospace segment had one customer, Branch Civil, Inc., that made up 57% of accounts receivable.

For the three months ended March 31, 2022, the aerospace segment had no customer that made up over 10% of total aerospace revenues.

Fair value measurements

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and

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minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

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

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

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

The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of March 31, 2022, and December 31, 2021, the Company had no financial assets or liabilities that were required to be fair valued on a recurring basis.

Research and Development

The Company focuses on quality control and development of new products and the improvement of existing products. All cost related to research and development activities are expensed as incurred. During the three months ended March 31, 2022 and 2021, research and development cost totaled $191,930 and $253,971, respectively.

Earnings (loss) per shares

The Company presents both basic and diluted net income (loss) per share on the face of the consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the treasury-stock method. If antidilutive, the effect of potentially dilutive shares of common stock is ignored. The only potentially dilutive securities outstanding during the periods presented were the convertible debt, options and warrants. The following table illustrates the computation of basic and diluted earnings per share (“EPS”) for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31, 2022					For the Three Months Ended March 31, 2021
	Net loss		Shares	Per Share Amount		Net loss		Shares	Per Share Amount
Basic EPS
Net loss	$	(4,175,953)	183,032,447	$	(0.02)	$	(6,129,468)	154,616,490	$	(0.04)
Effect of Dilutive Securities
Stock options and warrants	—		—	—		—		—	—
Dilute EPS
Net loss plus assumed conversions	$	(4,175,953)	183,032,447	$	(0.02)	$	(6,129,468)	154,616,490	$	(0.04)

Revenue Recognition

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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.

The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries.

Revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

–executed contract with the Company's customers that it believes are legally enforceable;

–identification of performance obligations in the respective contract;

–determination of the transaction price for each performance obligation in the respective contract;

–allocation of the transaction price to each performance obligation; and

–recognition of revenue only when the Company satisfies each performance obligation.

The following table presents our revenues disaggregated by type for the three months ended March 31, 2022:


	Construction Services		Manufacturing		Defense		Technologies		Aerospace		Total
Sale of goods
Circuit boards and cables	$	—	$	4,823,957	$	—	$	—	$	—	$	4,823,957
Dietary supplements	—		3,824,138		—		—		—		3,824,138
Electronics	—		—		—		9,793,988		—		9,793,988
Total sale of goods	$	—	$	8,648,095	$	—	$	9,793,988	$	—	$	18,442,083

Sale of services
Construction contracts	$	4,056,204	$	—	$	2,687,981	$	—	$	—	$	6,744,185
Drone 3D mapping	—		—		—		—		405,886		405,886
Total sale of services	$	4,056,204	$	—	$	2,687,981	$	—	$	405,886	$	7,150,071
Total revenues	$	4,056,204	$	8,648,095	$	2,687,981	$	9,793,988	$	405,886	$	25,592,154

The following table presents our revenues disaggregated by type for the three months ended March 31, 2021:


	Construction Services		Manufacturing		Total
Sale of goods
Circuit boards and cables	$	—	$	3,738,309	$	3,738,309


Total sale of goods	$	—	$	3,738,309	$	3,738,309

Sale of services
Construction contracts	$	4,930,096	$	—	$	4,930,096

Total sale of services	$	4,930,096	$	—	$	4,930,096
Total revenues	$	4,930,096	$	3,738,309	$	8,668,405

Note 3 – Leases

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

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As of March 31, 2022, the future minimum finance and operating lease payments were as follows:


Twelve Months Ending March 31,	Finance Leases		Operating Leases
2023	$	1,913,037	$	507,765
2024	1,931,586		519,298
2025	1,962,256		494,972
2026	1,851,918		—
2027	1,880,265		—
Thereafter	16,292,620		—
Total payments	25,831,682		1,522,035
Less: imputed interest	(10,020,457)		(130,252)
Total obligation	15,811,225		1,391,783
Less: current portion	(670,619)		(437,490)
Non-current financing leases obligations	$	15,140,606	$	954,293

Operating Leases

The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of March 31, 2022, and December 31, 2021:


	Classification on Balance Sheet	March 31, 2022		December 31, 2021
Assets
Operating lease assets	Operating lease right of use assets	$	1,354,925	$	1,460,206
Total lease assets		$	1,354,925	$	1,460,206

Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	437,490	$	428,596
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability	954,293		1,066,562
Total lease liability		$	1,391,783	$	1,495,158

The lease expense for the three months ended March 31, 2022, was $126,561. The cash paid under operating leases during the three months ended March 31, 2022, was $124,654. At March 31, 2022, the weighted average remaining lease terms were 2.96 years and the weighted average discount rate was 3.15%.

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Note 4 – Debt

The outstanding balances for the loans as of March 31, 2022, and December 31, 2021, were as follows:


	March 31, 2022		December 31, 2021
Lines of credit, current portion	$	3,590,862	$	4,473,489
Equipment loans, current portion	86,173		61,640
Term notes, current portion	5,447,371		5,628,884
Total current	9,124,406		10,164,013
Lines of credit, net of current portion	10,339,420		5,640,051
Long-term portion of equipment loans and term notes	8,555,477		8,426,105
Total notes payable and line of Credit	$	28,019,303	$	24,230,169

Future scheduled maturities of outstanding debt are as follows:


Twelve Months Ending March 31,
2023	$	9,124,406
2024	10,674,063
2025	2,407,852
2026	359,791
2027	370,582
Thereafter	5,082,609
Total	$	28,019,303

In August 2020, the Company filed a lawsuit against Alan Martin regarding his note payable (See Note 8). As of March 31, 2022, the note had a balance of $2,857,500 and accrued interest of $1,248,779 which is reflective in the current liabilities.

During 2022, the Company had four revolving lines of credit totaling in the aggregate $23.5 million including one capital expenditures line of credit totaling $0.5 million. The revolving lines of credit used as of March 31, 2022, totaled $13.9 million with an interest rate ranging from prime plus 2.50% - 4.25% and a term of one-two years. As of March 31, 2022, the Company had $1.5 million in additional funds available to borrow. The Company is required to maintain covenants including financial ratios as a condition of the line of credit agreements. We are in compliance with these covenants.

In April 2022, the Company had three notes payable due to the seller of Morris that matured. As of the date of this report the notes carry a balance of $2,280,177. This balance is expected to be paid off by June 2022.

Note 5 – Stockholders' Equity

Common Stock

The Company had the following transactions in its common stock during the three months ended March 31, 2022:

•In January 2022, the Company issued 72,152 shares of Class A common stock for no additional consideration upon conversion of 10,149 shares of Series C Preferred Stock and 78,674 of Series D Preferred Stock.

•In March 2022, the Company issued 39,386 shares of Class A common stock for services with a value of $99,252.

•On January 13, 2022 the Company amended the Corporation's Amended and Restated Certificate of Incorporation increasing the authorized capital stock from 195,000,000 to 295,000,000.

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Stock Options

The following summarizes the stock option activity for the three months ended March 31, 2022:


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	1,790,000	$	0.19	6.09	$	3,098,055
Granted	—
Forfeited	(618,000)	0.30
Exercised	—
Outstanding at March 31, 2022	1,172,000	$	0.13	6.17	$	1,075,950

Vested and expected to vest at March 31, 2022	1,172,000	$	0.13	6.17	$	1,075,950

Exercisable at March 31, 2022	1,071,125	$	0.14	6.14	$	975,341

The following table summarizes information about options outstanding and exercisable as of March 31, 2022:


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

$	0.05	979,000	6.38	$	0.05	883,437	$	0.05
0.10		85,000	6.28	0.10		79,688	0.10
0.90		108,000	5.27	0.90		108,000	0.90
		1,172,000				1,071,125

During the three months ended March 31, 2022 and 2021, stock option expense amounted to $1,026 and $19,341, respectively. Unrecognized stock option expense as of March 31, 2022, amounted to $6,184, which will be recognized over a period extending through December 2022.

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Warrants

The following summarizes the warrants activity for the three months ended March 31, 2022:


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

Outstanding at December 31, 2021	5,527,778	$	3.32	4.62	$	—
Granted	—
Forfeited	—
Exercised	—
Outstanding at March 31, 2022	5,527,778	$	3.32	4.38	$	—

Vested and expected to vest at March 31, 2022	5,527,778	$	3.32	4.38	$	—

Exercisable at March 31, 2022	5,099,207	$	3.34	4.38	$	—

The following table summarizes information about warrants outstanding and exercisable as of March 31, 2022:


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

$	6.60	416,667	2.89	$	6.60	416,667	$	6.60
2.52		396,825	2.70	2.52		396,825	2.52
3.10		4,285,715	4.65	3.10		4,285,715	3.10
3.09		428,571	4.65	3.08		—
		5,527,778				5,099,207

During the year ended December 31, 2021, the Company issued 416,667 warrants to a placement agent in connection with sale of its common stock The warrants have an exercise price of $6.60, are exercisable as of August 16, 2021 and expire on February 16, 2025. The Company issued another 428,571 warrants to a placement agent in connection with the sale of its common stock. The warrants have an exercise price of $3.08, are exercisable as of May 26, 2022, and expire November 22, 2026. The Company issued another 396,825 warrants in connection to the RCA acquisition. The warrants have an exercise price of $2.52, were exercisable as of December 9, 2021, and expire December 9, 2024.

The fair value of the 416,667, the 428,571, and the 396,825 warrants issued to the placement agent and RCA sellers during the year ended December 31, 2021, are $2,498,637, $902,414, and $668,863 respectively and was determined using the Black-Scholes option pricing model with the following assumptions:


Stock price			$2.51-$7.03
Risk-free interest rate			0.01%-1.02%
Expected life of the options			2-5 years
Expected volatility			159-347%
Expected dividend yield			0%

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

Note 6 – Business Combinations

DTI Services (doing business as RCA Commercial Electronics) ("RCA")

On December 13, 2021, the Company closed the acquisition of RCA. The acquisition was considered an acquisition of a business under ASC 805. 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 adjustment to the provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date. A summary of the purchase price allocation at fair value is presented below:


	Purchase Allocation
Accounts receivable	$	3,409,230
Other current assets	1,259,556
Inventory	14,040,123
Property and equipment	761,370
Customer list	4,700,000
Trademark	1,800,000
Non-compete agreement	690,000
Goodwill	213,477
ROU asset	1,196,764
Accounts payable	(951,302)
Accrued expenses and other current liabilities	(677,720)
Customer deposits	(153,201)
Operating lease liability	(1,226,128)
Line of credit	(4,710,768)
	$	20,351,401

The purchase price was paid as follows:


Cash	$	14,000,000
Class A Common Stock (1,587,301 shares)	3,682,538
Warrants (396,852 shares)	668,863
Seller notes	2,000,000
	$	20,351,401

The following are the unaudited pro forma results of operations for the three months ended March 31, 2022 and 2021, as if Vayu, TDI, Alt Labs, Identified Technologies, ElecJet, and RCA had been acquired on January 1, 2021. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do not

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include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated.


Pro Forma Combined Financials (unaudited)
	Three Months Ended March 31,
	2022		2021
Sales	$	25,592,154	$	24,481,464
Cost of goods sold	19,954,697		17,791,716
Gross profit	5,637,457		6,689,748
Operating expenses	9,237,168		8,815,016
Loss from operations	(3,599,711)		(2,125,268)
Net loss	(4,175,953)		(2,560,359)
Net loss per share	(0.02)		(0.02)

Note 7 – Segment Reporting

The Company discloses segment information that is consistent with the way in which management operates and views its business. Effective during the quarter ended March 31, 2022, the Company has reduced its reportable segments to five operating segments as represented by the Company’s five silo companies: A4 Construction Services, Inc.; A4 Manufacturing, Inc.; A4 Technologies, Inc.; A4 Aerospace Corporation; and A4 Defense Systems, Inc. The Company’s reportable segments for the three months ended March 31, 2022, and March 31, 2021, and as of March 31, 2022, and December 31, 2021, were as follows:


	Three Months Ended March 31,
	2022		2021

Revenue
Construction Services	$	4,056,204	$	4,930,096
Manufacturing	8,648,095		3,738,309
Defense	2,687,981		—
Technologies	9,793,988		—
Aerospace	405,886		—
	$	25,592,154	$	8,668,405

Gross profit
Construction Services	$	364,832	$	(157,658)
Manufacturing	2,004,169		912,277
Defense	843,189		—
Technologies	2,122,299		—
Aerospace	302,968		—
	$	5,637,457	$	754,619

Income (loss) from operations
Construction Services	$	(635,688)	$	(2,103,802)
Manufacturing	(653,349)		254,189
Defense	423,140		—
Technologies	289,777		—
Aerospace	(851,130)		(2,217,779)
Unallocated	(2,172,461)		(1,004,677)

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	$	(3,599,711)	$	(5,072,069)

Depreciation and amortization
Construction Services	$	166,404	$	332,722
Manufacturing	481,687		163,359
Defense	72,090		—
Technologies	243,713		—
Aerospace	282,690		178,244
Unallocated	158,807		48,101
	$	1,405,391	$	722,426

Interest Expense
Construction Services	$	165,010	$	381,836
Manufacturing	129,989		142,356
Technologies	54,817		—
Aerospace	1,440		—
Unallocated	257,705		947,531
	$	608,961	$	1,471,723

Net income (loss)
Construction Services	$	(744,342)	$	(2,480,268)
Manufacturing	(845,765)		91,247
Defense	423,140		—
Technologies	234,960		—
Aerospace	(835,748)		(1,788,239)
Unallocated	(2,408,198)		(1,952,208)
	$	(4,175,953)	$	(6,129,468)

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	As of March 31, 2022		As of December 31, 2021

Total Assets
Construction Services	$	22,601,572	$	13,985,561
Manufacturing	34,397,698		39,964,186
Defense	11,030,976		11,982,580
Technologies	44,108,997		39,516,284
Aerospace	11,505,876		17,078,926
Unallocated	6,735,899		10,507,786
	$	130,381,018	$	133,035,323

Goodwill
Construction Services	$	113,592	$	113,592
Manufacturing	8,036,200		8,036,200
Defense	6,426,786		6,426,786
Technologies	5,447,746		5,447,746
Aerospace	1,913,310		1,913,310
	$	21,937,634	$	21,937,634

Accounts receivable, net
Construction Services	$	4,140,179	$	4,193,243
Manufacturing	3,354,509		3,192,030
Defense	1,592,054		1,371,184
Technologies	4,385,115		2,998,945
Aerospace	144,837		119,774
	$	13,616,694	$	11,875,176

Note 8 – Commitments and Contingencies

Licensing Agreement

DTI has entered into licensing agreements with RCA Trademark Management for the licensing rights to the respective trademarks in the United States of America and Canada.

The RCA licensing agreement was amended with Technicolor, S.A., as licensor and expires December 31, 2024. DTI agreed to pay a royalty fee of 2.5% on net sales of the licensed products with a minimum annual payment of $420,000 for the years ended 2020 and 2021, $440,000 for the year ended 2022, $460,000 for the year ended 2023, and $480,000 for the year ended 2024.

Warranty Service Agreement

DTI entered into a warranty service agreement to provide certain warranty services for a lighting supplier through December 31, 2024, except for one class of customer, for whom services will be provided through 2030. In exchange for these services, DTI receives annual payments as follows:

Years Ending March 31,


2023	$	66,626
2024		59,964
Total	$	126,590

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Royalty Agreement

On November 28, 2021, the Company entered into a Royalty Agreement with the sellers of ElecJet. In the Royalty Agreement, the Company noted that upon closing of the merger with ElecJet, the Company desired to build its initial factory (“Factory”) to manufacture batteries in the United States. The Company agreed to pay the sellers 1.5% of net sales for batteries produced by the Factory. Royalty payments shall continue to be paid for a period of ten years from the starting date, or until the total of the royalty payments equals $50 million, whichever occurs first.

Legal Proceedings

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

In June 2020, the Company’s subsidiary Excel Fabrication, LLC filed a lawsuit against Fusion Mechanical, LLC, in the Fifth Judicial District Court, State of Idaho (Case Number CV42-20-2246). The Company claimed tortious interference and trade secret violations by the defendant. The defendant filed a motion to dismiss, which was denied by the Court. As of the date of this Report, discovery was proceeding. The defendant filed a second motion to dismiss and the Company filed a memorandum in response to the second motion to dismiss, for which a hearing was held on May 10, 2021. On June 11, 2021, the court issued a decision narrowing the claims of the plaintiffs to three items: breach of contract, good faith and fair dealings and intentional interference for economic advantage. These were the Company’s three main points of contention. As of the date of this Report, trial is set for Spring 2023.

In August 2020, the Company filed a lawsuit in the United States District Court, District of Arizona (Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon Well Testing LLC (“HWT”) dba Venture West Energy Services, LLC. The Company brought claims for breach of contract, including but not limited to breaches of the seller’s representations and warranties in the purchase agreement in connection with the acquisition of HWT. The defendant answered and counterclaimed, claiming breach by the Company of its obligation to issue a promissory note (to be issued in connection with the acquisition of HWT). As of the date of this Report, the discovery period had ended but no trial date had been scheduled. A summary judgement motion was filed on December 22, 2021, which was pending as of the date of this Report.

In May 2021, the Company and several shareholders filed a lawsuit in the United States District Court for the District of Arizona (Case number 2:21-cv-00886-MTL) against Fin Capital LLC ("Fin Cap"), and Grizzly Research LLC ("Grizzly") alleging securities fraud, tortious interference with business expectancy and libel slander for disseminating false and misleading statements about Alpine 4 and its employees to manipulate the stock price and further their own financial interests. As of the date of this Report Fin Capital and Grizzly Research LLC filed motions to dismiss for lack of jurisdiction. The Court has denied Fin Capital’s motion to dismiss and accepted Grizzly Research motion, however the Court granted the Company until May 12th to file a modification of its complaint order. The Company has filed its response and anticipates the Court to move to dismiss Grizzly Research’s motion to dismiss but the date of such dismissal is unknown as of the date of this report.

In August of 2021 Rob Porter filed a lawsuit in the District Court of Oklahoma Country State of Oklahoma CJ-2021-3421 alleging Unjust Enrichment and Breach of Contract for Class B Shares. In October 2021 the Company responded with its answer denying such claims. In October 2021 the Company also filed a counter claims against Mr. Porter for conversion and breach of fiduciary duties. The Company believes this is a frivolous lawsuit.

In October 2021 the Company received three complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse CJ-2021-4316, Brian Hobbs CJ-2021-4315, Thomas Karraker CJ-2021-4314 for Unjust Enrichment, and Breach of Contract. On January 19, 2022, the Company filed a response that denied these claims and believes these are frivolous lawsuits.

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Note 9 – Subsequent Events

On April 29, 2022, the Company issued 171,850 shares of Class A at a value of $132,325 as employee compensation.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the unaudited Financial Statements and notes thereto for the three months ended March 31, 2022, included under Item 1 – Financial Statements in this Quarterly Report and our audited Financial Statements and notes thereto for the year ended December 31, 2021 contained in our Annual Report on Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements.

Overview and Highlights

Company Background

Alpine 4 Holdings, Inc. (“we,” “our,” or the “Company”), was incorporated under the laws of the State of Delaware on April 22, 2014. We are 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.

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

–A4 Corporate Services, LLC;

–ALTIA, LLC;

–Quality Circuit Assembly, Inc.;

–Morris Sheet Metal, Corp;

–JTD Spiral, Inc.;

–Excel Construction Services, LLC;

–SPECTRUMebos, Inc.;

–Vayu (US), Inc.;

–Thermal Dynamics, Inc.;

–Alternative Laboratories, LLC.;

–Identified Technologies Corporation;

–ElecJet Corp.;

–DTI Services Limited Liability Company (doing business as RCA Commercial Electronics); and

–Global Autonomous Corporation.

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

In March 2021, the Company announced the combination of its subsidiaries Deluxe Sheet Metal, Inc. (Deluxe) and Morris Sheet Metal Corporation (Morris) to become one of the largest sheet metal contractors in the Midwest region of the United States. Both companies will be under the Morris Sheet Metal brand. The Company’s management believes that the combination of these businesses will create a more harmonious relationship between the two companies. The combining of resources should empower Morris to strengthen its brand through its strategic banking relationship, eliminate duplicative and competitive interests, and expand its footprint beyond the Indiana home base.

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

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

On October 20, 2021, the Company, and the Company’s subsidiary, A4 Aerospace, Inc., a Delaware corporation (“A4 Aerospace”), entered into a Stock Purchase Agreement with Identified Technologies Corporation, a Delaware corporation with foreign registration in Pennsylvania (“Identified Technologies”). Pursuant to the Stock Purchase Agreement, A4 Aerospace purchased all of the outstanding shares of capital stock of Identified Technologies, a total of 6,486,044 shares of Identified Technologies’ capital stock (the “ITC Shares”). The total purchase price for the ITC Shares was $4,000,000 and was paid in shares of the Company’s Class A common stock, issued to the Shareholders. Following the closing of the transaction, A4 Aerospace owned 100% of the capital stock of Identified Technologies.

On November 29, 2021, the Company, and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc.(“AC3”), entered into a merger agreement with ElecJet Corp., a Delaware corporation (“ElecJet”) and the three ElecJet shareholders. Pursuant to the Agreement, AC3 merged with and into ElecJet, with Elecjet being the surviving entity following the merger.

On December 9, 2021, the Company, and A4 Technologies, Inc., a wholly owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement with DTI Services Limited Liability Company (doing business as RCA Commercial Electronics), (“DTI”), Direct Tech Sales LLC, (also having an assumed business name of RCA Commercial Electronics), (“Direct Tech”), PMI Group, LLC, (“PMI”), Continu.Us, LLC, (“Continu.Us”), Solas Ray, LLC, (“Solas”), and the two individual owners of these entities. DTI, Direct Tech, PMI, Continu.Us, and Solas were referred to in the Membership Interest Purchase Agreement collectively as “RCA.” Pursuant to the Membership Interest Purchase Agreement, the Company acquired all of the outstanding membership interests of RCA.

Alpine 4 maintains our corporate office located at 2525 E. Arizona Biltmore Circle, Suite 237, Phoenix, Arizona 85016. ALTIA works out of the headquarters offices. QCA rents a location at 1709 Junction Court #380 San Jose, California 95112. Morris Sheet Metal and JTD Spiral are located at 6212 Highview Dr, Fort Wayne, Indiana 46818. Excel Construction Services’ office and fabrication space are located at 297 Wycoff Cir, Twin Falls, Idaho 83301. Vayu (US) has its headquarters at 3753 Plaza Drive, Ann Arbor, Michigan 48108. The headquarters for TDI are located at 14955 Technology Ct, Fort Myers, Florida 33912. Alt Labs has its headquarters at 4740 S. Cleveland Ave. Fort Myers, Florida 33907. The Identified Technologies Corporation headquarters are located at 6401 Penn Ave, Suite 211, Pittsburgh, Pennsylvania 15206. ElecJet has its headquarters at 2525 E Arizona Biltmore Cir, Suite 237, Phoenix, Arizona 85016. RCA Commercial Electronics has its headquarters at 5935 W 84th St, Indianapolis, Indiana 46278. Global Autonomous Corporation has its offices at 2525 E Arizona Biltmore Circle, Suite 237, Phoenix Arizona 85016.

Business Strategy

What We Do:

Alexander Hamilton, in his “Federalist paper #11,” said that our adventurous spirit distinguishes the commercial character of America. Hamilton knew that our freedom to be creative gave American businesses a competitive advantage over the rest of the world. We believe that Alpine 4 also exemplifies this spirit in our subsidiaries and that our greatest competitive advantage is our highly diverse business structure combined with a culture of collaboration.

It is our mandate to grow Alpine 4 into a leading, multi-faceted holding company with diverse subsidiary holdings with products and services that not only benefit from one another as a whole, but also have the benefit of independence. This type of corporate structure is about having our subsidiaries prosper through strong onsite leadership while working synergistically with other Alpine 4 holdings. The essence of our business model is based around acquiring B2B companies in a broad spectrum of industries via our acquisition strategy of DSF (Drivers, Stabilizer, Facilitator). Our DSF business model (which is discussed more below) offers our shareholders an opportunity to own small-cap businesses that hold defensible positions in their individual market space. Further, Alpine 4’s greatest opportunity for growth exists in the

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smaller to middle-market operating companies with revenues between $5 to $150 million annually. In this target-rich environment, businesses generally sell at more reasonable multiples, presenting greater opportunities for operational and strategic improvements that have greater potential to enhance profit.

Driver, Stabilizer, Facilitator (DSF)

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

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

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

When you blend these categories into a longer-term view of the business landscape, you can then begin to see the value-driving force that makes this a truly purposeful and powerful business model. As stated earlier, our greatest competitive advantage is our highly diversified business structure combined with a collaborative business culture, that helps drive out competition in our markets by bringing; resources, planning, technology and capacity that our competitors simply do not have. DSF reshapes the environment each subsidiary operates in by sharing and exploiting the resources each company has, thus giving them a competitive advantage that their peers do not have.

How We Do It:

Optimization vs. Asset Producing

The process to purchase a perspective company can be long and arduous. During our due diligence period, we are validating and determining three major points, not just the historical record of the company we are buying. Those three major points are what we call the “What is, What Should Be and What Will Be”.

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

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

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

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

Asset Producing: Asset Producing is the ideal point where we want our subsidiaries to be. To become Asset Producing, subsidiary management must have completed prescribed training formats, proven they understand the key performance indicators that run their respective departments and finally, the subsidiaries they manage must have posted a net profit for 3 consecutive months.

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Results of Operations

The following are the results of our operations for the three months ended March 31, 2022, as compared to the three months ended March 31, 2022.


	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		$ Change

Revenue	$	25,592,154	$	8,668,405	$	16,923,749
Cost of revenue	19,954,697		7,913,786		12,040,911
Gross Profit	5,637,457		754,619		4,882,838

Operating expenses:
General and administrative expenses	9,045,238		5,826,688		3,218,550
Research and development	191,930		—		191,930
Total operating expenses	9,237,168		5,826,688		3,410,480
Loss from operations	(3,599,711)		(5,072,069)		1,472,358

Other income (expenses)
Interest expense	(608,961)		(1,471,723)		862,762
Gain on extinguishment of debt	—		429,540		(429,540)
Other income	32,719		(15,216)		47,935
Total other expenses	(576,242)		(1,057,399)		481,157

Loss before income tax	(4,175,953)		(6,129,468)		1,953,515

Income tax expense	—		—		—

Net loss	$	(4,175,953)	$	(6,129,468)	$	1,953,515

Revenue

Our revenues for the three months ended March 31, 2022, increased by $16,923,749 as compared to the three months ended March 31, 2021. In 2022, the increase in revenue is related to the acquisition of TDI, Alt Labs, and RCA. Revenues for TDI, Alt Labs, and RCA were $2,687,981, $3,824,138, and $9,237,259, respectively.

Cost of revenue

Our cost of revenue for the three months ended March 31, 2022, increased by $12,040,911 as compared to the three months ended March 31, 2021. In 2022, the increase in cost of revenue is related to the acquisition of TDI, Alt Labs, and RCA. Cost of revenue for TDI, Alt Labs, and RCA were $1,844,792, $2,922,659, and $7,052,931, respectively. The net result of the increase in our cost of revenue dollars in comparison to our revenue was an increase in our gross profit percentage from 9% in the first quarter 2021 to 22% in the first quarter 2022.

Operating expenses

Our operating expenses for the three months ended March 31, 2022, increased by $3,410,480 as compared to the three months ended March 31, 2021. The increase is due to the acquisitions of TDI, Alt Labs, and RCA. Operating expenses for TDI, Alt Labs, and RCA were $562,149, $2,118,362, and $2,138,605, respectively.

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Other income (expenses)

Other expenses for the three months ended March 31, 2022, decreased by $481,157 as compared to the same period in 2021. This decrease was primarily due the pay off of significant interest-bearing debt.

Liquidity and Capital Resources

We have financed our operations since inception from existing revenue, the sale of common stock, capital contributions from stockholders and from the issuance of notes payable and convertible notes payable. We expect to continue to finance our operations from our current operating cash flow and by the selling shares of our common stock and or debt instruments. In the first quarter of 2021, we raised approximately $55,000,000 through the sale of our common stock in public and private transactions. On November 26, 2021, we completed a direct offering of common stock, raising approximately $22,000,000 in cash.

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 and improved cash flows from operations including the two acquisitions that closed in May 2021. The Company also secured bank lines of credit totaling $23.5 million in 2022 and 2021 of which $4.2 million was secured in March 2022. 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 additional bank financing, engage in debt financing through a placement agent, or sell shares of its common stock in public or private offering transactions.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable. In many instances, we could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives and valuation of long-lived. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Management believes that there have been no changes in our critical accounting policies during the three months ended March 31, 2022.

For a summary of our significant accounting policies, refer to Note 2 of our consolidated financial statements included under Item 8 – Financial Statements in our Annual Report on Form 10-K filed on April 14, 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report,

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March 31, 2022. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

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

Based upon that evaluation, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to the following material weaknesses in our internal control over financial reporting, many of which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) inadequate control activities and monitoring processes over financial reporting. However, as discussed in our Annual Report for the year ended December 31, 2021, additional staff has been hired to address the issue of segregation of duties and the controls and monitoring processes. Management anticipates making significant progress to remediate these areas of material weakness in 2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2022, 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.

In May 2021, the Company and several shareholders filed a lawsuit in the United States District Court for the District of Arizona (Case number 2:21-cv-00886-MTL) against Fin Capital LLC ("Fin Cap"), and Grizzly Research LLC ("Grizzly") alleging securities fraud, tortious interference with business expectancy and libel slander for disseminating false and misleading statements about Alpine 4 and its employees to manipulate the stock price and further their own financial interests. As of the date of this Report Fin Capital and Grizzly Research LLC filed motions to dismiss for lack of jurisdiction. The Court has denied Fin Capital’s motion to dismiss and granted Grizzly’s Research motion, however the Court granted the Company until May 12th to file a modification of its complaint order. The Company has filed its

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response and anticipates the Court to move to dismiss Grizzly Research’s motion to dismiss but the date of such dismissal is unknown as of the date of this report.

Item 1A. RISK FACTORS

Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, includes a detailed discussion of the Company’s risk factors. However, many of the risk factors disclosed in Item 1A of our Annual Report may be further heightened or exacerbated by the impact of the COVID-19 pandemic.

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

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

The impact on our operations of shortages, or additional shortages that may surface, related to COVID-19 is uncertain, but could potentially impact our future sales, manufacturing operations and financial results. Continued progression of these circumstances could result in a decline in customer orders, as our customers could shift purchases to lower-priced or other perceived value offerings or reduce their purchases and inventories due to decreased budgets, reduced access to credit or various other factors, and impair our ability to manufacture our products, which could have a material adverse impact on our results of operations and cash flow. While the current impacts of COVID-19 are reflected in our results of operations, we cannot at this time separate the direct COVID-19 impacts from other factors that cause our performance to vary from quarter to quarter. The ultimate duration and impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration and severity of the pandemic, and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its national and, to some extent, global economic impact. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not presently ascertainable. However, our results of operations in future periods may continue to be adversely impacted by the COVID-19 pandemic and its negative effects on global economic conditions.

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Changes in general economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact our business and operating results.

Our operations and performance may depend on global, regional, economic and geopolitical conditions. Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from North American and European leaders. These events are currently escalating and creating increasingly volatile global economic conditions. Resulting changes in North American trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” A trade war could result in increased costs for raw materials that we use in our manufacturing and could otherwise limit our ability to sell our products abroad. These increased costs would have a negative effect on our financial condition and profitability. Furthermore, the military conflict between Russia and Ukraine may increase the likelihood of supply interruptions and further hinder our ability to find the materials we need to make our products. If the conflict between Russia and Ukraine continues for a long period of time, or if other countries become further involved in the conflict, we could face significant adverse effects to our business and financial condition.

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

Issuances in 2022

In January 2022, the Company issued 72,152 shares of Class A common stock for no additional consideration upon conversion of 10,149 shares of Series C Preferred Stock and 78,674 shares of Series D Preferred Stock.

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

In March 2022, the Company issued 39,386 shares of Class A Common Stock to management in connection with the acquisition of DTI Services Limited Liability Company.

The shares of Class A common stock referenced above that were issued in connection with the acquisition of DTI Services 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.

Purchases of equity securities by the issuer and affiliated purchasers

No purchases of the Company's equity securities were made by the Company or any affiliated purchasers during the quarter ended March 31, 2022.

Item 6. Exhibits.


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

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

3.1						Series C Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed November 17, 2020).

3.2						Series D Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed January 4, 2021).

3.3						Certificate of Amendment to Certificate of Incorporation (Name Change) filed February 5, 2021 (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed February 8, 2021).

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10.1						Impossible Aerospace Consultant Agreement dated November 13, 2020 (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed November 17, 2020).

10.2						RSU Agreement dated November 13, 2020 (incorporated by reference to Exhibit 10.2 to Alpine 4’s Current Report on Form 8-K filed November 17, 2020).

10.3						Vayu (US) Employment Agreement dated December 29, 2020 (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed January 4, 2021).

10.4						RSU Agreement dated December 29, 2020 (incorporated by reference to Exhibit 10.2 to Alpine 4’s Current Report on Form 8-K filed January 4, 2021).

10.5						Form of Securities Purchase Agreement (AGP Transaction) (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed February 12, 2021).

10.6						Form of Placement Agent Agreement (incorporated by reference to Exhibit 10.2 to Alpine 4’s Current Report on Form 8-K filed February 12, 2021).

10.7						Stock Purchase Agreement by and among A4 Defense Services, Inc., Thermal Dynamics International, Inc., Page Management Co., Inc., and Stephen L. Page (previously filed as Exhibit 10.1 to the Company’s Current Report filed on May 4, 2021, and incorporated herein by reference).

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

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

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

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

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

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

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

32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS						XBRL Instance Document*

101 SCH						XBRL Schema Document*

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101 CAL						XBRL Calculation Linkbase Document*

101 DEF						XBRL Definition Linkbase Document*

101 LAB						XBRL Labels Linkbase Document*

101 PRE						XBRL Presentation Linkbase Document*

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

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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 Holdings, Inc.

Dated: May 23, 2022

	By:	/s/ Kent B. Wilson
		Kent B. Wilson
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Larry Zic
		Larry Zic
		Chief Financial Officer
		(Principal Financial Officer)