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,~~June 30, 2022

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

Commission file number: ~~000-55205~~001-40913

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,~~August 11, 2022, the issuer had ~~162,382,205~~178,460,954 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.

Table of Contents

TABLE OF CONTENTS

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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,~~June 30, 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.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ALPINE 4 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS

CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash	Cash	$	900,814	$	3,715,666	Cash	$	4,168,598	$	3,715,666
Accounts receivable, net	Accounts receivable, net	13,616,694		11,875,176		Accounts receivable, net	13,016,990		11,875,176
Inventory, net	Inventory, net	24,154,359		25,981,905		Inventory, net	25,687,103		25,981,905
Contract assets	Contract assets	1,207,606		877,904		Contract assets	1,486,647		877,904
Prepaid expenses and other current assets	Prepaid expenses and other current assets	2,522,176		1,955,907		Prepaid expenses and other current assets	2,182,837		1,955,907
Total current assets	Total current assets	42,401,649		44,406,558		Total current assets	46,542,175		44,406,558

Property and equipment, net	Property and equipment, net	27,908,742		28,096,562		Property and equipment, net	20,676,026		28,096,562
Intangible asset, net	Intangible asset, net	36,105,313		36,777,245		Intangible asset, net	35,451,091		36,777,245
Right of use assets, net	Right of use assets, net	1,354,925		1,460,206		Right of use assets, net	9,735,784		1,460,206
Goodwill	Goodwill	21,937,634		21,937,634		Goodwill	21,937,634		21,937,634
Other non-current assets	Other non-current assets	672,755		357,118		Other non-current assets	896,075		357,118

TOTAL ASSETS	TOTAL ASSETS	$	130,381,018	$	133,035,323	TOTAL ASSETS	$	135,238,785	$	133,035,323

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Accounts payable	Accounts payable	$	7,347,833	$	7,744,957	Accounts payable	$	8,829,235	$	7,744,957
Accrued expenses	Accrued expenses	5,044,642		5,074,006		Accrued expenses	6,331,025		5,074,006
Contract liabilities	Contract liabilities	4,679,133		6,359,449		Contract liabilities	3,513,283		6,359,449
Line of credit	Line of credit	3,590,862		4,473,489		Line of credit	8,091,942		4,473,489
Notes payable, current portion	Notes payable, current portion	5,533,544		5,690,524		Notes payable, current portion	3,118,767		5,690,524
Financing lease obligation, current portion	Financing lease obligation, current portion	670,619		649,343		Financing lease obligation, current portion	689,804		649,343
Operating lease obligation, current portion	Operating lease obligation, current portion	437,490		428,596		Operating lease obligation, current portion	671,371		428,596
Total current liabilities	Total current liabilities	27,304,123		30,420,364		Total current liabilities	31,245,427		30,420,364

Notes payable, net of current portion	Notes payable, net of current portion	8,555,477		8,426,105		Notes payable, net of current portion	4,059,272		8,426,105
Line of credit, net of current portion	Line of credit, net of current portion	10,339,420		5,640,051		Line of credit, net of current portion	5,458,338		5,640,051
Financing lease obligations, net of current portion	Financing lease obligations, net of current portion	15,140,606		15,319,467		Financing lease obligations, net of current portion	14,961,856		15,319,467
Operating lease obligations, net of current portion	Operating lease obligations, net of current portion	954,293		1,066,562		Operating lease obligations, net of current portion	9,110,746		1,066,562
Deferred tax liability	Deferred tax liability	51,308		51,308		Deferred tax liability	51,308		51,308

TOTAL LIABILITIES	TOTAL LIABILITIES	62,345,227		60,923,857		TOTAL LIABILITIES	64,886,947		60,923,857

STOCKHOLDERS' EQUITY:	STOCKHOLDERS' EQUITY:					STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized	Preferred stock, $0.0001 par value, 5,000,000 shares authorized	—		—		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
Series B preferred stock; $1.00 stated value; 100 shares authorized, 5 and 5 shares issued and outstanding at June 30, 2022 and December 31, 2021						Series B preferred stock; $1.00 stated value; 100 shares authorized, 5 and 5 shares issued and outstanding at June 30, 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 June 30, 2022 and December 31, 2021						Series C preferred stock; $3.50 stated value; 2,028,572 shares authorized, 0 and 10,149 shares issued and outstanding at June 30, 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 June 30, 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 June 30, 2022 and December 31, 2021	—		7
Class A Common stock, $0.0001 par value, 295,000,000 shares authorized, 162,158,324 and 161,798,817 shares issued and outstanding at June 30, 2022 and December 31, 2021						Class A Common stock, $0.0001 par value, 295,000,000 shares authorized, 162,158,324 and 161,798,817 shares issued and outstanding at June 30, 2022 and December 31, 2021	16,219		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 June 30, 2022 and December 31, 2021						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 June 30, 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 June 30, 2022 and December 31, 2021						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 June 30, 2022 and December 31, 2021	1,250		1,250
Additional paid-in capital	Additional paid-in capital	131,394,135		131,293,861		Additional paid-in capital	131,684,633		131,293,861
Accumulated deficit	Accumulated deficit	(63,376,646)		(59,200,693)		Accumulated deficit	(61,351,123)		(59,200,693)
Total stockholders' equity	Total stockholders' equity	68,035,791		72,111,466		Total stockholders' equity	70,351,838		72,111,466
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	130,381,018	$	133,035,323	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	135,238,785	$	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,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021			2022		2021		2022		2021

Revenues, net	Revenues, net	$	25,592,154	$	8,668,405	Revenues, net	$	25,271,126	$	14,130,730	$	50,863,280	$	22,540,269
Costs of revenue	Costs of revenue	19,954,697		7,913,786		Costs of revenue	18,661,407		10,166,670		38,616,104		17,821,590
Gross profit	Gross profit	5,637,457		754,619		Gross profit	6,609,719		3,964,060		12,247,176		4,718,679

Operating expenses:	Operating expenses:					Operating expenses:
General and administrative expenses	General and administrative expenses	9,045,238		5,572,717		General and administrative expenses	9,082,997		6,353,075		18,128,235		12,179,763
Research and development	Research and development	191,930		253,971		Research and development	394,835		515,202		586,765		515,202
Total operating expenses	Total operating expenses	9,237,168		5,826,688		Total operating expenses	9,477,832		6,868,277		18,715,000		12,694,965
Loss from operations	Loss from operations	(3,599,711)		(5,072,069)		Loss from operations	(2,868,113)		(2,904,217)		(6,467,824)		(7,976,286)

Other income (expenses)	Other income (expenses)					Other income (expenses)
Interest expense	Interest expense	(608,961)		(1,471,723)		Interest expense	(962,474)		(1,216,587)		(1,571,435)		(2,688,310)
Gain on extinguishment of debt						Gain on extinguishment of debt	—		803,079		—		803,079
Gain on forgiveness of debt	Gain on forgiveness of debt	—		429,540		Gain on forgiveness of debt	—		159,742		—		589,282
Other income (expenses)		32,719		(15,216)
Total other expenses		(576,242)		(1,057,399)
Gain on sale of property						Gain on sale of property	5,597,450		—		5,597,450		—
Other income						Other income	258,660		30,706		291,379		15,490
Total other income (expenses)						Total other income (expenses)	4,893,636		(223,060)		4,317,394		(1,280,459)

Loss before income tax		(4,175,953)		(6,129,468)
Income (loss) before income tax						Income (loss) before income tax	2,025,523		(3,127,277)		(2,150,430)		(9,256,745)

Income tax	Income tax	—		—		Income tax	—		—		—		—

Net loss		$	(4,175,953)	$	(6,129,468)
Net income (loss)						Net income (loss)	$	2,025,523	$	(3,127,277)	$	(2,150,430)	$	(9,256,745)

Weighted average shares outstanding:	Weighted average shares outstanding:					Weighted average shares outstanding:
Basic	Basic	183,032,447		154,616,490		Basic	183,198,579		161,712,406		183,124,480		158,184,050
Diluted	Diluted	183,032,447		154,616,490		Diluted	184,190,932		161,712,406		183,124,480		158,184,050

Basic loss per share		$	(0.02)	$	(0.04)
Basic income (loss) per share						Basic income (loss) per share	$	0.01	$	(0.02)	$	(0.01)	$	(0.06)

Diluted loss per share		$	(0.02)	$	(0.04)
Diluted income (loss) per share						Diluted income (loss) per share	$	0.01	$	(0.02)	$	(0.01)	$	(0.06)

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

Table of Contents

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				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’ Equity
		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares			Amount												Shares						Amount				Shares			Amount			Shares			Amount			Shares			Amount			Shares					Amount			Shares			Amount
Balance, December 31, 2021	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	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	Issuance of shares of common stock for compensation	—	—		—	—		—	—		39,386	4		—	—		—			—				99,248				—					99,252		Issuance of shares of common stock for compensation		—				—			—			—			—			—			39,386			4					—			—			—			—			99,248		—		99,252
Conversion of series D preferred stock to Class A	Conversion of series D preferred stock to Class A	—	—		—	—		(78,674)	(7)		63,907	7		—	—		—			—				—				—					—		Conversion of series D preferred stock to Class A		—				—			—			—			(78,674)			(7)			63,907			7					—			—			—			—			—		—		—
Conversion of series C preferred stock to Class A	Conversion of series C preferred stock to Class A	—	—		(10,149)	—		—	—		8,245	—		—	—		—			—				—				—					—		Conversion of series C preferred stock to Class A		—				—			(10,149)			—			—			—			8,245			—					—			—			—			—			—		—		—
Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		—	—		—	—		—			—				1,026				—					1,026		Share-based compensation expense		—				—			—			—			—			—			—			—					—			—			—			—			1,026		—		1,026
Net loss	Net loss	—	—		—	—		—	—		—	—		—	—		—			—				—				(4,175,953)					(4,175,953)		Net loss		—				—			—			—			—			—			—			—					—			—			—			—			—		(4,175,953)		(4,175,953)

Balance, March 31, 2022	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, 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

Issuance of shares of common stock for compensation																		Issuance of shares of common stock for compensation	—			—					—				—					—				—			171,850			18			—			—			—			—					132,307			—			132,325
Common shares issued for cash																		Common shares issued for cash	—			—					—				—					—				—			76,119			8			—			—			—			—					55,136			—			55,144
Share-based compensation expense																		Share-based compensation expense	—			—					—				—					—				—			—			—			—			—			—			—					103,055			—			103,055
Net income																		Net income	—			—					—				—					—				—			—			—			—			—			—			—					—			2,025,523			2,025,523

Balance, June 30, 2022																		Balance, June 30, 2022	5			$	5				—				$	—				—				$	—		162,158,324			$	16,219		8,548,088			$	854		12,500,200			$	1,250		$	—	131,684,633			$	(61,351,123)		$	70,351,838

Balance, December 31, 2020	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)	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	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 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	Issuance of shares of common stock for convertible note payable and accrued interest	—	—		—	—		—	—		702,877	70		—	—		—			—				109,760				—					109,830		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	Issuance of shares of series D preferred stock for acquisition	—	—		—	—		1,428,570	143		—	—		—	—		—			—				6,653,166				—					6,653,309		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	Repurchase of class C common stock	—	—		—	—		—	—		—	—		—	—		(45,000)			(5)				(185,845)				—					(185,850)		Repurchase of class C common stock		—				—			—			—			—			—			—			—					—			—			(45,000)			(5)			(185,845)		—		(185,850)
Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		—	—		—	—		—			—				19,341				—					19,341		Share-based compensation expense		—				—			—			—			—			—			—			—					—			—			—			—			19,341		—		19,341
Beneficial conversion feature on convertible notes	Beneficial conversion feature on convertible notes	—	—		—	—		—	—		—	—		—	—		—			—				92,428				—					92,428		Beneficial conversion feature on convertible notes		—				—			—			—			—			—			—			—					—			—			—			—			92,428		—		92,428
Net loss	Net loss	—	—		—	—		—	—		—	—		—	—		—			—				—				(6,129,468)					(6,129,468)		Net loss		—				—			—			—			—			—			—			—					—			—			—			—			—		(6,129,468)		(6,129,468)

Balance, March 31, 2021	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	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

Issuance of shares of common stock for acquisitions																		Issuance of shares of common stock for acquisitions	—			—					—				—					—				—			643,010			64			—			—			—			—					2,535,007			—			2,535,071
Issuance of shares of common stock for convertible note payable and accrued interest																		Issuance of shares of common stock for convertible note payable and accrued interest	—			—					—				—					—				—			5,295,308			534			—			—			—			—					1,419,034			—			1,419,568
Conversions of Class C to Class A																		Conversions of Class C to Class A	—			—					—				—					—				—			1,617,067			162			—			—			(1,617,067)			(162)					—			—			—
Conversion of Class B to Class A																		Conversion of Class B to Class A	—			—					—				—					—				—			350,000			35			(350,000)			(35)			—			—					—			—			—
Share-based compensation expense																		Share-based compensation expense	—			—					—				—					—				—			—			—			—			—			—			—					7,988			—			7,988
Net loss																		Net loss	—			—					—				—					—				—			—			—			—			—			—			—					—			(3,127,277)			(3,127,277)
Balance, June 30, 2021																		Balance, June 30, 2021	5			$	5				1,714,286				$	171				1,428,570				$	143		144,828,817			$	14,486		8,673,088			$	867		12,500,200			$	1,250				$	95,944,854		$	(49,052,146)		$	46,909,630

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,					Six Months Ended June 30,
		2022		2021			2022		2021
OPERATING ACTIVITIES:	OPERATING ACTIVITIES:					OPERATING ACTIVITIES:
Net loss	Net loss	$	(4,175,953)	$	(6,129,468)	Net loss	$	(2,150,430)	$	(9,256,745)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	Depreciation	733,459		498,590		Depreciation	1,563,756		1,015,984
Amortization	Amortization	671,932		223,836		Amortization	1,326,154		657,180
Gain on extinguishment of debt						Gain on extinguishment of debt	—		(803,079)
Gain on forgiveness of debt	Gain on forgiveness of debt	—		(429,540)		Gain on forgiveness of debt	—		(589,282)
Gain on sale of property						Gain on sale of property	(5,597,450)		—
Employee stock compensation	Employee stock compensation	100,278		19,341		Employee stock compensation	335,658		27,329
Amortization of debt discounts	Amortization of debt discounts	—		801,340		Amortization of debt discounts	—		1,436,052
Non-cash lease expense	Non-cash lease expense	105,281		74,823		Non-cash lease expense	224,422		210,025
Write off of inventory	Write off of inventory	66,789		—		Write off of inventory	71,552		—
Bad debt expense	Bad debt expense	113,727		—		Bad debt expense	115,835		—
Change in current assets and liabilities:
Changes in current assets and liabilities:						Changes in current assets and liabilities:
Accounts receivable	Accounts receivable	(1,855,245)		(607,410)		Accounts receivable	(1,257,649)		(2,037,949)
Inventory	Inventory	1,760,757		(726,739)		Inventory	223,250		(2,554,413)
Contract assets	Contract assets	(329,702)		(738,663)		Contract assets	(608,743)		(1,144,546)
Prepaid expenses and other assets	Prepaid expenses and other assets	(881,906)		(309,381)		Prepaid expenses and other assets	(765,887)		(389,719)
Accounts payable	Accounts payable	(397,124)		(1,242,754)		Accounts payable	1,084,278		(822,645)
Accrued expenses	Accrued expenses	(29,364)		(478,911)		Accrued expenses	1,257,019		1,045,814
Contract liabilities	Contract liabilities	(1,680,316)		169,915		Contract liabilities	(2,846,166)		(950,176)
Operating lease liability	Operating lease liability	(103,375)		(75,904)		Operating lease liability	(213,041)		(218,087)
Net cash used in operating activities	Net cash used in operating activities	(5,900,762)		(8,950,925)		Net cash used in operating activities	(7,237,442)		(14,374,257)

INVESTING ACTIVITIES:	INVESTING ACTIVITIES:					INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(363,053)		(243,992)		Capital expenditures	(756,870)		(317,958)
Proceeds from sale of property						Proceeds from sale of property	12,454,943		—
Cash paid for acquisition						Cash paid for acquisition	—		(16,824,000)
Cash assumed in acquisition	Cash assumed in acquisition	—		81,442		Cash assumed in acquisition	—		81,442
Net cash used in investing activities		(363,053)		(162,550)
Net cash provided by (used) in investing activities						Net cash provided by (used) in investing activities	11,698,073		(17,060,516)

FINANCING ACTIVITIES:	FINANCING ACTIVITIES:					FINANCING ACTIVITIES:
Proceeds from the sale of common stock, net of offering costs	Proceeds from the sale of common stock, net of offering costs	—		54,302,982		Proceeds from the sale of common stock, net of offering costs	55,144		54,302,982
Proceeds from issuances of notes payable, non-related party	Proceeds from issuances of notes payable, non-related party	—		11,800		Proceeds from issuances of notes payable, non-related party	—		15,609
Proceeds from issuances of convertible notes payable	Proceeds from issuances of convertible notes payable	—		408,000		Proceeds from issuances of convertible notes payable	—		408,000
Proceeds from line of credit	Proceeds from line of credit	13,641,983		—		Proceeds from line of credit	24,863,835		—
Repayment of mortgage on property						Repayment of mortgage on property	(4,642,043)		—
Repurchase of common stock	Repurchase of common stock	—		(185,850)		Repurchase of common stock	—		(185,850)
Repayments of notes payable, related party	Repayments of notes payable, related party	—		(34,979)		Repayments of notes payable, related party	—		(130,831)
Repayments of notes payable, non-related parties	Repayments of notes payable, non-related parties	(210,194)		(5,945,000)		Repayments of notes payable, non-related parties	(2,540,390)		(6,992,968)
Repayments of convertible notes payable	Repayments of convertible notes payable	—		(1,291,463)		Repayments of convertible notes payable	—		(1,680,964)
Repayment of line of credit	Repayment of line of credit	(9,825,241)		(2,880,550)		Repayment of line of credit	(21,427,095)		(2,821,033)
Cash paid on financing lease obligations	Cash paid on financing lease obligations	(157,585)		(302,575)		Cash paid on financing lease obligations	(317,150)		(345,303)
Net cash provided by financing activities		3,448,963		44,082,365
Net cash provided by (used) in financing activities						Net cash provided by (used) in financing activities	(4,007,699)		42,569,642

NET INCREASE (DECREASE) IN CASH		(2,814,852)		34,968,890
NET INCREASE IN CASH						NET INCREASE IN CASH	452,932		11,134,869

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

CASH, ENDING BALANCE	CASH, ENDING BALANCE	$	900,814	$	35,691,473	CASH, ENDING BALANCE	$	4,168,598	$	11,857,452

CASH PAID FOR:	CASH PAID FOR:					CASH PAID FOR:
Interest	Interest	$	579,793	$	709,061	Interest	$	1,224,984	$	1,099,209
Income taxes	Income taxes	$	—	$	—	Income taxes	$	—	$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:	SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:					SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest	Common stock issued for convertible note payable and accrued interest	$	—	$	109,830	Common stock issued for convertible note payable and accrued interest	$	—	$	1,529,398
Common stock issued for acquisition						Common stock issued for acquisition	$	—	$	2,535,071
ROU asset and operating lease obligation recognized under Topic 842						ROU asset and operating lease obligation recognized under Topic 842	$	8,500,000	$	3,689,634
Remeasurement of finance lease liability						Remeasurement of finance lease liability	$	—	$	279,287
Equipment purchased on note payable	Equipment purchased on note payable	$	182,586	$	—	Equipment purchased on note payable	$	243,843	$	—
Conversion of series D preferred stock for common stock	Conversion of series D preferred stock for common stock	$	7	$	—	Conversion of series D preferred stock for common stock	$	7	$	—
Issuance of shares of series D preferred stock for acquisition	Issuance of shares of series D preferred stock for acquisition	$	—	$	6,653,309	Issuance of shares of series D preferred stock for acquisition	$	—	$	6,653,309
Beneficial conversion feature on convertible notes	Beneficial conversion feature on convertible notes	$	—	$	92,428	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~~Six Months Ended ~~March 31,~~June 30, 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~~six months ended ~~March 31,~~June 30, 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~~Elecjet Corp., (“~~ElecJet”~~Elecjet”) and the 3 ~~ElecJet~~Elecjet shareholders. Pursuant to the agreement, AC3 merged with and into ~~ElecJet~~Elecjet with ~~ElecJet~~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, 14 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~~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~~three months ended ~~March 31,~~June 30, 2022, of ~~$3.6~~$2.9 million this was an improvement over the previous ~~quarter~~quarters ended ~~December~~March 31, ~~2021~~2022, and ~~the same quarter last year ended March~~December 31, 2021, during which the Company had an operating loss of ~~$12.4~~$3.6 million and ~~$5.1~~$12.4 million, respectively. While the Company had a negative cash flow used in operation of ~~$5.9~~$7.2 million for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, it was an improvement over the same ~~quarter~~period last year, the six months ended June 30, 2021, when the Company had a negative cash flow used in operations of ~~$9.0~~$14.4 million.

As of ~~March 31,~~June 30, 2022, the Company ~~has~~had positive working capital of approximately ~~$15.1~~$15.3 million, which was an increase of ~~$1.1~~$1.3 million compared to December 31, 2021. The Company has secured bank financing totaling $ 2323.5 million in lines of credit of which approximately ~~$1.5~~$9.9 million was ~~unused at March 31, 2022.~~unused. Likewise, subsequent to June 30, 2022, the Company raised net proceeds of approximately $9,175,000 from the sale of 14,492,754 shares of Class A common stock and the same number of warrants (see Note 9). As of the date of ~~the~~this Report, the Company had approximately ~~$2.5~~$7.4 million in cash.

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The Company plans to continue to generate additional revenue (and improve cash flows from operations) ~~partly from the acquisitions of 6 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,~~June 30, 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~~is increasing 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,~~June 30, 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%~~10% of accounts receivable as of ~~March 31,~~June 30, 2022. The Company had no customer that made up over 10% of accounts receivable as of December 31, 2021.

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company had one customer, W.W. Grainger Inc., that made up ~~13%~~12% of total revenues. For the ~~three~~six months ended ~~March 31,~~June 30, 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~~six months ended ~~March 31,~~June 30, 2022, the Company had ~~11%~~received 10% of total revenues ~~made up of~~from prime contractors.

Major Customer by Segment

Manufacturing

As of as of ~~March 31,~~June 30, 2022, ~~and~~the manufacturing segment had one customer, Lighthouse Worldwide Solutions, that made up 29% of accounts receivable. As of 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~~six months ended ~~March 31,~~June 30, 2022, the manufacturing segment had two customers, Rivian Automotive, Inc. and Lighthouse Worldwide Solutions, that made up ~~23%~~20% and ~~13%~~15%, respectively, of total manufacturing revenues. For the ~~three~~six months ended ~~March 31,~~June 30, 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,~~June 30, 2022, the construction segment had ~~one customer,~~two customers, A. Hattersley & Sons, Inc., and Shambaugh & Sons L.P., that made up ~~24%~~34% and 17%, respectively, 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~~six months ended ~~March 31,~~June 30, 2022, the construction segment had ~~one customer,~~two customers, A. Hattersley & Sons, Inc. Shambaugh & Sons L.P., that made up ~~19%~~22% and 16%, respectively of total construction revenues. For the ~~three~~six months ended ~~March 31,~~June 30, 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%~~36% of accounts receivable as of ~~March 31,~~June 30, 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~~six months ended ~~March 31,~~June 30, 2022, the technology segment had one customer, W.W. Grainger Inc., that made up ~~33%~~31% 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~~six months ended ~~March 31,~~June 30, 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

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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,~~June 30, 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~~six months ended ~~March 31,~~June 30, 2022 and 2021, research and development cost totaled ~~$191,930~~$586,765 and ~~$253,971,~~$515,202, respectively.

Earnings (loss) per ~~shares~~share

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

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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 and six months ended ~~March 31,~~June 30, 2022 and 2021:


													For the Three Months Ended June 30, 2022					For the Three Months Ended June 30, 2021
													Net Income		Shares	Per Share Amount		Net loss		Shares	Per Share Amount
Basic EPS												Basic EPS
Net income (loss)												Net income (loss)	$	2,025,523	183,198,579	$	0.01	$	(3,127,277)	161,712,406	$	(0.02)
Effect of Dilutive Securities												Effect of Dilutive Securities
Stock options and warrants												Stock options and warrants	—		992,353	—		—		—	—
Dilute EPS												Dilute EPS
													$	2,025,523	184,190,932	$	0.01	$	(3,127,277)	161,712,406	$	(0.02)

		For the Three Months Ended March 31, 2022					For the Three Months Ended March 31, 2021						For the Six Months Ended June 30, 2022					For the Six Months Ended June 30, 2021
		Net loss		Shares	Per Share Amount		Net loss		Shares	Per Share Amount			Net loss		Shares	Per Share Amount		Net loss		Shares	Per Share Amount
Basic EPS	Basic EPS											Basic EPS
Net loss	Net loss	$	(4,175,953)	183,032,447	$	(0.02)	$	(6,129,468)	154,616,490	$	(0.04)	Net loss	$	(2,150,430)	183,124,480	$	(0.01)	$	(9,256,745)	158,184,050	$	(0.06)
Effect of Dilutive Securities	Effect of Dilutive Securities											Effect of Dilutive Securities
Stock options and warrants	Stock options and warrants	—		—	—		—		—	—		Stock options and warrants	—		—	—		—		—	—
Dilute EPS	Dilute EPS											Dilute EPS
Net loss plus assumed conversions		$	(4,175,953)	183,032,447	$	(0.02)	$	(6,129,468)	154,616,490	$	(0.04)
													$	(2,150,430)	183,124,480	$	(0.01)	$	(9,256,745)	158,184,050	$	(0.06)

Revenue Recognition

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~~On January 1, 2018, the~~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 presentedrecognizes revenue under ASC Topic 606.

Revenue from contract with Customers ("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 and six months ended ~~March 31,~~June 30, 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

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	Three Months Ended June 30, 2022
	Construction Services		Manufacturing		Defense		Technologies		Aerospace		Total




Sale of goods	$	—	$	7,530,475	$	—	$	9,255,658	$	—	$	16,786,133




Sale of services	5,669,259		—		2,472,207		—		343,527		8,484,993
Total revenues	$	5,669,259	$	7,530,475	$	2,472,207	$	9,255,658	$	343,527	$	25,271,126

	Six Months Ended June 30, 2022
	Construction Services		Manufacturing		Defense		Technologies		Aerospace		Total




Sale of goods	$	—	$	16,178,570	$	—	$	19,049,646	$	—	$	35,228,216




Sale of services	9,725,463		—		5,160,188		—		749,413		15,635,064
Total revenues	$	9,725,463	$	16,178,570	$	5,160,188	$	19,049,646	$	749,413	$	50,863,280

The following table presents our revenues disaggregated by type for the three and six months ended ~~March 31,~~June 30, 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


	Three Months Ended June 30, 2021
	Construction Services		Manufacturing		Defense		Total




Sale of goods	$	—	$	7,557,404	$	—	$	7,557,404




Sale of services	5,428,221		—		1,145,105		6,573,326
Total revenues	$	5,428,221	$	7,557,404	$	1,145,105	$	14,130,730

	Six Months Ended June 30, 2021
	Construction Services		Manufacturing		Defense		Total




Sale of goods	$	—	$	11,295,713	$	—	$	11,295,713




Sale of services	10,099,451		—		1,145,105		11,244,556
Total revenues	$	10,099,451	$	11,295,713	$	1,145,105	$	22,540,269

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,~~June 30, 2022, the future minimum finance and operating lease payments were as follows:


Twelve Months Ending March 31,		Finance Leases		Operating Leases
Twelve Months Ending June 30,						Twelve Months Ending June 30,	Finance Leases		Operating Leases
2023	2023	$	1,913,037	$	507,765	2023	$	1,919,067	$	1,323,145
2024	2024	1,931,586		519,298		2024	1,938,189		1,350,970
2025	2025	1,962,256		494,972		2025	1,944,187		1,207,752
2026	2026	1,851,918		—		2026	1,848,756		862,231
2027	2027	1,880,265		—		2027	1,890,900		879,476
Thereafter	Thereafter	16,292,620		—		Thereafter	15,815,312		9,911,924
Total payments	Total payments	25,831,682		1,522,035		Total payments	25,356,411		15,535,498
Less: imputed interest	Less: imputed interest	(10,020,457)		(130,252)		Less: imputed interest	(9,704,751)		(5,753,381)
Total obligation	Total obligation	15,811,225		1,391,783		Total obligation	15,651,660		9,782,117
Less: current portion	Less: current portion	(670,619)		(437,490)		Less: current portion	(689,804)		(671,371)
Non-current financing leases obligations	Non-current financing leases obligations	$	15,140,606	$	954,293	Non-current financing leases obligations	$	14,961,856	$	9,110,746

Operating Leases

The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of ~~March 31,~~June 30, 2022, and December 31, 2021:


		Classification on Balance Sheet	March 31, 2022		December 31, 2021			Classification on Balance Sheet	June 30, 2022		December 31, 2021
Assets	Assets						Assets
Operating lease assets	Operating lease assets	Operating lease right of use assets	$	1,354,925	$	1,460,206	Operating lease assets	Operating lease right of use assets	$	9,735,784	$	1,460,206
Total lease assets	Total lease assets		$	1,354,925	$	1,460,206	Total lease assets		$	9,735,784	$	1,460,206

Liabilities	Liabilities						Liabilities
Current liabilities	Current liabilities						Current liabilities
Operating lease liability	Operating lease liability	Current operating lease liability	$	437,490	$	428,596	Operating lease liability	Current operating lease liability	$	671,371	$	428,596
Noncurrent liabilities	Noncurrent liabilities						Noncurrent liabilities
Operating lease liability	Operating lease liability	Long-term operating lease liability	954,293		1,066,562		Operating lease liability	Long-term operating lease liability	9,110,746		1,066,562
Total lease liability	Total lease liability		$	1,391,783	$	1,495,158	Total lease liability		$	9,782,117	$	1,495,158

The lease expense for the ~~three~~six months ended ~~March 31,~~June 30, 2022, was ~~$126,561.~~$253,121. The cash paid under operating leases during the ~~three~~six months ended ~~March 31,~~June 30, 2022, was ~~$124,654.~~$251,398. At ~~March 31,~~June 30, 2022, the weighted average remaining lease terms were ~~2.96~~13.9 years, and the weighted average discount rate was ~~3.15%~~6.94%.

On June 23, 2022, the Company sold the building at 4740 S. Cleveland Ave. Fort Myers, Florida, for $13,200,000. The Company determined that they transferred control of the building to the buyer, has derecognized the asset, and recognized a gain on the sale of $5,597,450 and paid off the outstanding mortgage of $4,642,043. Under ASC 842 the Company simultaneously entered into a sale leaseback transaction where the building was then leased back for a term of 15 years with monthly rent payments that range from $67,708 to $89,305. The Company determined the lease to be an operating lease and recognized a right-of-use asset and operating lease liability of $8,500,000 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 7%.

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Note 4 – Debt

The outstanding balances for the loans as of ~~March 31,~~June 30, 2022, and December 31, 2021, were as follows:


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Lines of credit, current portion	Lines of credit, current portion	$	3,590,862	$	4,473,489	Lines of credit, current portion	$	8,091,942	$	4,473,489
Equipment loans, current portion	Equipment loans, current portion	86,173		61,640		Equipment loans, current portion	86,173		61,640
Term notes, current portion	Term notes, current portion	5,447,371		5,628,884		Term notes, current portion	3,032,594		5,628,884
Total current	Total current	9,124,406		10,164,013		Total current	11,210,709		10,164,013
Lines of credit, net of current portion	Lines of credit, net of current portion	10,339,420		5,640,051		Lines of credit, net of current portion	5,458,338		5,640,051
Long-term portion of equipment loans and term notes	Long-term portion of equipment loans and term notes	8,555,477		8,426,105		Long-term portion of equipment loans and term notes	4,059,272		8,426,105
Total notes payable and line of Credit	Total notes payable and line of Credit	$	28,019,303	$	24,230,169	Total notes payable and line of Credit	$	20,728,319	$	24,230,169

Future scheduled maturities of outstanding debt are as follows:


Twelve Months Ending March 31,
Twelve Months Ending June 30,				Twelve Months Ending June 30,
2023	2023	$	9,124,406	2023	$	11,210,709
2024	2024	10,674,063		2024	7,745,512
2025	2025	2,407,852		2025	1,617,748
2026	2026	359,791		2026	53,443
2027	2027	370,582		2027	35,907
Thereafter	Thereafter	5,082,609		Thereafter	65,000
Total	Total	$	28,019,303	Total	$	20,728,319

In August 2020, the Company filed a lawsuit against Alan Martin regarding his note payable (See Note 8). As of ~~March 31,~~June 30, 2022, the note had a balance of $2,857,500 and accrued interest of ~~$1,248,779~~$1,598,586 which is ~~reflective~~reflected in current liabilities in the ~~current liabilities.~~consolidated balance sheets.

During 2022, the Company had 4 revolving lines of credit ~~totaling~~ in the aggregate of $23.5 million, including 1 capital expenditures line of credit ~~totaling~~of $0.5 million. The revolving lines of credit used as of ~~March 31,~~June 30, 2022, totaled ~~$13.9~~$13.6 million with an interest ~~rate~~rates ranging from prime plus 2.50% - 4.25% and ~~a term of~~terms ranging from one~~-two~~ to two years. As of ~~March 31,~~June 30, 2022, the Company had ~~$1.5~~$9.9 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~~As of the date of this Report, the Company was in compliance with these covenants.

In ~~April~~June 2022, the Company ~~had~~paid the outstanding principal balance of $2,374,061 on 3 notes payable due to the ~~seller~~sellers of Morris Sheet Metal, Corp. that ~~matured. As of~~matured during 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.~~year.

Note 5 – Stockholders' Equity

Common Stock

The Company had the following transactions in its common stock during the ~~three~~six months ended ~~March 31,~~June 30, 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.

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

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•During May and June 2022, the Company issued 76,119 shares of Class A common stock for cash of $55,144 in connection with a registered at-the-market offering (the "ATM Offering").

Stock Options

The following summarizes the stock option activity for the ~~three~~six months ended ~~March 31,~~June 30, 2022:


		Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value			Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	Outstanding at December 31, 2021	1,790,000	$	0.19	6.09	$	3,098,055	Outstanding at December 31, 2021	1,790,000	$	0.19	6.09	$	3,098,055
Granted	Granted	—						Granted	2,084,620	0.77
Forfeited	Forfeited	(618,000)	0.30					Forfeited	(618,000)	0.30
Exercised	Exercised	—						Exercised	—
Outstanding at March 31, 2022		1,172,000	$	0.13	6.17	$	1,075,950
Outstanding at June 30, 2022								Outstanding at June 30, 2022	3,256,620	$	0.54	8.43	$	697,990

Vested and expected to vest at March 31, 2022		1,172,000	$	0.13	6.17	$	1,075,950
Vested and expected to vest at June 30, 2022								Vested and expected to vest at June 30, 2022	3,256,620	$	0.54	8.43	$	697,990

Exercisable at March 31, 2022		1,071,125	$	0.14	6.14	$	975,341
Exercisable at June 30, 2022								Exercisable at June 30, 2022	1,075,125	$	0.14	5.87	$	634,053

The following table summarizes information about options outstanding and exercisable as of ~~March 31,~~June 30, 2022:


		Options Outstanding				Options Exercisable				Options Outstanding				Options Exercisable
Exercise Price	Exercise Price	Number of Shares	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price		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	0.05	979,000	5.88	$	0.05	882,125	$	0.05
0.10	0.10	85,000	6.28	0.10		79,688	0.10		0.10	85,000	5.78	0.10		85,000	0.10
0.77									0.77	2,084,620	9.84	0.77		—	—
0.90	0.90	108,000	5.27	0.90		108,000	0.90		0.90	108,000	4.77	0.90		108,000	0.90
		1,172,000				1,071,125				3,256,620				1,075,125

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, stock option expense amounted to ~~$1,026~~$104,081 and ~~$19,341,~~$27,329, respectively. Unrecognized stock option expense as of ~~March 31,~~June 30, 2022, amounted to ~~$6,184,~~$1,483,595, which will be recognized over a period extending through ~~December 2022.~~April 2025.

During the six months ended June 30, 2022, the Company issued 2,084,620 options in connection with the Company's Employee Stock Option Plan ("ESOP"). The options have an exercise price of $0.77, vest annually over a three year vesting period and expire on April 29, 2032.

The fair value of the 2,084,620 options issued in connection with the ESOP is $1,586,650, and was determined using the Black-Scholes option pricing model with the following assumptions:

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Stock price			$0.77
Risk-free interest rate			2.38%
Expected life of the options			6.25 years
Expected volatility			200%
Expected dividend yield			0%

Warrants

The following summarizes the warrants activity for the ~~three~~six months ended ~~March 31,~~June 30, 2022:


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

Outstanding at December 31, 2021	Outstanding at December 31, 2021	5,527,778	$	3.32	4.62	$	—	Outstanding at December 31, 2021	5,527,778	$	3.32	4.62	$	—
Granted	Granted	—						Granted	—
Forfeited	Forfeited	—	0					Forfeited	—	0
Exercised	Exercised	—						Exercised	—
Outstanding at March 31, 2022		5,527,778	$	3.32	4.38	$	—
Outstanding at June 30, 2022								Outstanding at June 30, 2022	5,527,778	$	3.32	4.13	$	—

Vested and expected to vest at March 31, 2022		5,527,778	$	3.32	4.38	$	—
Vested and expected to vest at June 30, 2022								Vested and expected to vest at June 30, 2022	5,527,778	$	3.32	4.13	$	—

Exercisable at March 31, 2022		5,099,207	$	3.34	4.38	$	—
Exercisable at June 30, 2022								Exercisable at June 30, 2022	5,527,778	$	3.32	4.13	$	—

The following table summarizes information about warrants outstanding and exercisable as of ~~March 31,~~June 30, 2022:


		Warrants Outstanding				Warrants Exercisable				Warrants Outstanding				Warrants Exercisable
Exercise Price	Exercise Price	Number of Shares	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price		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	6.60	416,667	2.64	$	6.60	416,667	$	6.60
2.52	2.52	396,825	2.70	2.52		396,825	2.52		2.52	396,825	2.46	2.52		396,825	2.52
3.10	3.10	4,285,715	4.65	3.10		4,285,715	3.10		3.10	4,285,715	4.40	3.10		4,285,715	3.10
3.09		428,571	4.65	3.08		—	0
3.08									3.08	428,571	4.40	3.08		428,571	3.08
		5,527,778				5,099,207				5,527,778				5,527,778

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 towith 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:

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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 and six months ended ~~March 31, 2022 and~~June 30, 2021, as if Vayu, TDI, Alt Labs, Identified Technologies, ~~ElecJet,~~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,					Pro Forma Combined Financials (unaudited)
		2022		2021			Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Sales	Sales	$	25,592,154	$	24,481,464	Sales	$	27,419,003	$	51,900,467
Cost of goods sold	Cost of goods sold	19,954,697		17,791,716		Cost of goods sold	18,792,686		36,584,402
Gross profit	Gross profit	5,637,457		6,689,748		Gross profit	8,626,317		15,316,065
Operating expenses	Operating expenses	9,237,168		8,815,016		Operating expenses	9,601,812		18,416,828
Loss from operations	Loss from operations	(3,599,711)		(2,125,268)		Loss from operations	(975,495)		(3,100,763)
Net loss		(4,175,953)		(2,560,359)
Net income (loss)						Net income (loss)	(1,257,704)		(3,818,063)
Net loss per share	Net loss per share	(0.02)		(0.02)		Net loss per share	(0.01)		(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,~~June 30, 2022, the Company has reduced its reportable segments to 5 operating segments as represented by the Company’s 5 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 and six months ended ~~March 31,~~June 30, 2022, and ~~March 31,~~June 30, 2021, and as of ~~March 31,~~June 30, 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)

~~Table of Contents~~


		$	(3,599,711)	$	(5,072,069)		Three Months Ended June 30,				Six Months Ended June 30,
							2022		2021		2022		2021
Depreciation and amortization

Revenue						Revenue
Construction Services						Construction Services	$	5,669,259	$	5,428,221	$	9,725,463	$	10,099,451
Manufacturing						Manufacturing	7,530,475		7,557,404		16,178,570		11,295,713
Defense						Defense	2,472,207		1,145,105		5,160,188		1,145,105
Technologies						Technologies	9,255,658		—		19,049,646		—
Aerospace						Aerospace	343,527		—		749,413		—
							$	25,271,126	$	14,130,730	$	50,863,280	$	22,540,269

Gross profit						Gross profit
Construction Services						Construction Services	$	165,320	$	871,860	$	530,152	$	714,202
Manufacturing						Manufacturing	2,123,788		2,631,982		4,127,957		3,544,259
Defense						Defense	1,285,732		460,218		2,128,921		460,218
Technologies						Technologies	2,858,396		—		4,980,695		—
Aerospace						Aerospace	176,483		—		479,451		—
							$	6,609,719	$	3,964,060	$	12,247,176	$	4,718,679

Income (loss) from operations						Income (loss) from operations
Construction Services	Construction Services	$	166,404	$	332,722	Construction Services	$	(391,838)	$	(752,731)	$	(1,027,526)	$	(2,856,533)
Manufacturing	Manufacturing	481,687		163,359		Manufacturing	(435,960)		477,949		(1,089,309)		732,138
Defense	Defense	72,090		—		Defense	783,704		3,622		1,206,844		3,622
Technologies	Technologies	243,713		—		Technologies	401,833		—		691,610		—
Aerospace	Aerospace	282,690		178,244		Aerospace	(941,161)		(705,398)		(1,792,291)		(2,923,177)
Unallocated	Unallocated	158,807		48,101		Unallocated	(2,284,691)		(1,927,659)		(4,457,152)		(2,932,336)
		$	1,405,391	$	722,426		$	(2,868,113)	$	(2,904,217)	$	(6,467,824)	$	(7,976,286)

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
Depreciation and amortization						Depreciation and amortization
Construction Services	Construction Services	$	22,601,572	$	13,985,561	Construction Services	$	304,259	$	421,326	$	470,663	$	754,048
Manufacturing	Manufacturing	34,397,698		39,964,186		Manufacturing	436,424		416,264		918,111		579,623
Defense	Defense	11,030,976		11,982,580		Defense	72,090		56,217		144,180		56,217
Technologies	Technologies	44,108,997		39,516,284		Technologies	245,852		—		489,565		—
Aerospace	Aerospace	11,505,876		17,078,926		Aerospace	267,087		48,124		549,777		226,368
Unallocated	Unallocated	6,735,899		10,507,786		Unallocated	158,807		8,807		317,614		56,908
		$	130,381,018	$	133,035,323		$	1,484,519	$	950,738	$	2,889,910	$	1,673,164

Goodwill
Interest Expense						Interest Expense
Construction Services	Construction Services	$	113,592	$	113,592	Construction Services	$	185,863	$	300,634	$	350,873	$	682,470
Manufacturing	Manufacturing	8,036,200		8,036,200		Manufacturing	221,505		126,519		351,494		268,875
Defense	Defense	6,426,786		6,426,786		Defense	—		825		—		825
Technologies	Technologies	5,447,746		5,447,746		Technologies	60,431		—		115,248		—
Aerospace	Aerospace	1,913,310		1,913,310		Aerospace	912		—		2,352		—
Unallocated						Unallocated	493,763		788,609		751,468		1,736,140
		$	21,937,634	$	21,937,634		$	962,474	$	1,216,587	$	1,571,435	$	2,688,310

Accounts receivable, net
Net income (loss)						Net income (loss)
Construction Services	Construction Services	$	4,140,179	$	4,193,243	Construction Services	$	(577,533)	$	(193,937)	$	(1,321,875)	$	(2,674,205)
Manufacturing	Manufacturing	3,354,509		3,192,030		Manufacturing	5,130,225		366,412		4,284,460		457,659
Defense	Defense	1,592,054		1,371,184		Defense	783,704		6,384		1,206,844		6,384
Technologies	Technologies	4,385,115		2,998,945		Technologies	337,857		—		572,817		—
Aerospace	Aerospace	144,837		119,774		Aerospace	(923,204)		(705,407)		(1,758,952)		(2,493,646)
Unallocated						Unallocated	(2,725,526)		(2,600,729)		(5,133,724)		(4,552,937)
		$	13,616,694	$	11,875,176		$	2,025,523	$	(3,127,277)	$	(2,150,430)	$	(9,256,745)

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	As of June 30, 2022		As of December 31, 2021

Total Assets
Construction Services	$	18,125,882	$	13,985,561
Manufacturing	44,217,346		39,964,186
Defense	10,688,747		11,982,580
Technologies	41,299,819		39,516,284
Aerospace	10,736,511		17,078,926
Unallocated	10,170,480		10,507,786
	$	135,238,785	$	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	$	4,344,834	$	4,193,243
Manufacturing	3,473,169		3,192,030
Defense	1,246,766		1,371,184
Technologies	3,753,021		2,998,945
Aerospace	199,200		119,774
	$	13,016,990	$	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,~~June 30,


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.~~Elecjet. In the Royalty Agreement, the Company noted that upon closing of the merger with ~~ElecJet,~~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~~and was fully briefed and submitted for decision in January 2022. That motion 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~~granted the Grizzly Research ~~motion, however~~motion. However, the Court granted the Company until May ~~12th~~12, 2022, to file ~~a modification of its complaint order.~~an amended complaint. The Company ~~has~~subsequently filed its ~~response~~first amended complaint. In June 2022, both Grizzly and ~~anticipates the Court to move~~Finn moved to dismiss ~~Grizzly Research’s motion to dismiss but~~ the ~~date of such dismissal is unknown as~~first amended complaint. As of the date of this ~~report.~~Report, those motions were still pending. The Court denied motions of Grizzly and Finn relating to the filing of the joint planning report and and entered the scheduling order. Because the scheduling order is now in place, the Company will be moving forward with discovery.

In August of 2021, Rob Porter filed a lawsuit in the District Court of Oklahoma ~~Country~~County, State of Oklahoma ~~CJ-2021-3421~~(CJ-2021-3421), alleging ~~Unjust Enrichment~~unjust enrichment and ~~Breach~~breach of ~~Contract for Class B Shares.~~contract. In October 2021, the Company ~~responded with~~filed its answer denying such claims. In October 2021, the Company also filed ~~a counter claims~~counterclaims against Mr. Porter for conversion and breach of fiduciary duties. The Company believes this is a frivolous lawsuit. As of the date of this Report, the Company had agreed on a scheduling order with counsel for Mr. Porter, and the Company was participating in discovery.

In October 2021, the Company received ~~three~~3 complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse ~~CJ-2021-4316,~~(CJ-2021-4316), Brian Hobbs ~~CJ-2021-4315,~~(CJ-2021-4315), Thomas Karraker ~~CJ-2021-4314~~(CJ-2021-4314) for ~~Unjust Enrichment,~~unjust enrichment, and ~~Breach~~breach of ~~Contract.~~contract. On January 19, 2022, the Company filed ~~a response~~answers to all 3 lawsuits that denied these ~~claims and~~claims. The Company believes these are frivolous lawsuits. In July 2022, the Company

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and Mr. Morse settled his claims against the Company. The settlement included the cash payment of $24,375 for Mr. Morse's claimed 37,500 shares of Class A Common stock. A stipulated motion to sever Mr. Morses's case from those of Messrs. Hobbs and Karraker has been sent to counsel for Mr. Morse for approval and filing with the court. In July 2022, Mr. Hobbs also expressed interest in settling his claims on similar terms. Negotiations with Mr. Hobbs were ongoing as of the date of this Report. As of the date of this Report, Mr. Karraker's lawsuit was proceeding.

Note 9 – Subsequent Events

~~On April 29,~~In July 2022, the Company sold 14,492,754 shares of Class A common stock and 14,492,754 warrants to certain investors, under a registered direct offering, for net proceeds of $9,175,000. The warrants have an exercise price of $0.69 per share and a term of 5 years.

In July 2022, the Company issued ~~171,850~~60,600 shares of Class A atcommon stock for cash of $40,910 in connection with its ATM offering.

In July 2022, the Company's subsidiary ElecJet paid a ~~value~~license fee of ~~$132,325 as employee compensation.~~$250,000 and a follow up $300,000 fee in conjunction with the development of its AX-03 solid state battery.

In August 2022, certain investors exercised 1,449,276 warrants for cash proceeds of approximately $1,000,000.

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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~~six months ended ~~March 31,~~June 30, 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~~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��~~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~~Elecjet Corp., a Delaware corporation (“~~ElecJet”~~Elecjet”) and the three ~~ElecJet~~Elecjet shareholders. Pursuant to the Agreement, AC3 merged with and into ~~ElecJet,~~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~~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,~~June 30, 2022, as compared to the three months ended ~~March 31, 2022.~~June 30, 2021.


		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		$ Change			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		$ Change

Revenue	Revenue	$	25,592,154	$	8,668,405	$	16,923,749	Revenue	$	25,271,126	$	14,130,730	$	11,140,396
Cost of revenue	Cost of revenue	19,954,697		7,913,786		12,040,911		Cost of revenue	18,661,407		10,166,670		8,494,737
Gross Profit	Gross Profit	5,637,457		754,619		4,882,838		Gross Profit	6,609,719		3,964,060		2,645,659

Operating expenses:	Operating expenses:							Operating expenses:
General and administrative expenses	General and administrative expenses	9,045,238		5,826,688		3,218,550		General and administrative expenses	9,082,997		6,353,075		2,729,922
Research and development	Research and development	191,930		—		191,930		Research and development	394,835		515,202		(120,367)
Total operating expenses	Total operating expenses	9,237,168		5,826,688		3,410,480		Total operating expenses	9,477,832		6,868,277		2,609,555
Loss from operations	Loss from operations	(3,599,711)		(5,072,069)		1,472,358		Loss from operations	(2,868,113)		(2,904,217)		36,104

Other income (expenses)	Other income (expenses)							Other income (expenses)
Interest expense	Interest expense	(608,961)		(1,471,723)		862,762		Interest expense	(962,474)		(1,216,587)		254,113
Gain on extinguishment of debt	Gain on extinguishment of debt	—		429,540		(429,540)		Gain on extinguishment of debt	—		803,079		(803,079)
Gain on forgiveness of debt								Gain on forgiveness of debt	—		159,742		(159,742)
Gain on sale of property								Gain on sale of property	5,597,450		—		5,597,450
Other income	Other income	32,719		(15,216)		47,935		Other income	258,660		30,706		227,954
Total other expenses		(576,242)		(1,057,399)		481,157
Total other income (expenses)								Total other income (expenses)	4,893,636		(223,060)		5,116,696

Loss before income tax		(4,175,953)		(6,129,468)		1,953,515
Income (loss) before income tax								Income (loss) before income tax	2,025,523		(3,127,277)		5,152,800

Income tax expense	Income tax expense	—		—		—		Income tax expense	—		—		—

Net loss		$	(4,175,953)	$	(6,129,468)	$	1,953,515
Net income (loss)								Net income (loss)	$	2,025,523	$	(3,127,277)	$	5,152,800

Revenue

Our revenues for the three months ended ~~March 31,~~June 30, 2022, increased by ~~$16,923,749~~$11,140,396 as compared to the three months ended ~~March 31,~~June 30, 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,~~$2,472,208, $2,958,885, and ~~$9,237,259,~~$8,910,276, respectively.

Cost of revenue

Our cost of revenue for the three months ended ~~March 31,~~June 30, 2022, increased by ~~$12,040,911~~$8,494,737 as compared to the three months ended ~~March 31,~~June 30, 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,~~$1,186,475, $2,100,888, and ~~$7,052,931,~~$6,302,827, respectively.

Operating expenses

Our operating expenses for the three months ended June 30, 2022, increased by $2,609,555 as compared to the three months ended June 30, 2021. The increase is due to the acquisitions of TDI, Alt Labs, and RCA. Operating expenses for TDI, Alt Labs, and RCA were $922,077, $1,489,658, and $1,974,712, respectively.

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Other income (expenses)

Other income for the three months ended June 30, 2022, increased by $5,116,696 as compared to the same period in 2021. This increase was primarily due the sale of the Alt Labs building in Fort Meyers, Florida.

The following are the results of our operations for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021.


	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		$ Change

Revenue	$	50,863,280	$	22,540,269	$	28,323,011
Cost of revenue	38,616,104		17,821,590		20,794,514
Gross Profit	12,247,176		4,718,679		7,528,497

Operating expenses:
General and administrative expenses	18,128,235		12,179,763		5,948,472
Research and development	586,765		515,202		71,563
Total operating expenses	18,715,000		12,694,965		6,020,035
Loss from operations	(6,467,824)		(7,976,286)		1,508,462

Other income (expenses)
Interest expense	(1,571,435)		(2,688,310)		1,116,875
Gain on extinguishment of debt	—		803,079		(803,079)
Gain on forgiveness of debt	—		589,282		(589,282)
Gain on sale of property	5,597,450		—		5,597,450
Other income	291,379		15,490		275,889
Total other expenses	4,317,394		(1,280,459)		5,597,853

Loss before income tax	(2,150,430)		(9,256,745)		7,106,315

Income tax expense	—		—		—

Net loss	$	(2,150,430)	$	(9,256,745)	$	7,106,315

Revenue

Our revenues for the six months ended June 30, 2022, increased by $28,323,011 as compared to the six months ended June 30, 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 $5,160,188, $6,783,023, and $18,147,535, respectively.

Cost of revenue

Our cost of revenue for the six months ended June 30, 2022, increased by $20,794,514 as compared to the six months ended June 30, 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 $3,031,267, $5,023,547, and $13,354,108, 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%21% during the first six months ended June 30, 2021 to 24% in the first ~~quarter 2021 to 22% in the first quarter~~six months ended June 30, 2022.

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Operating expenses

Our operating expenses for the ~~three~~six months ended ~~March 31,~~June 30, 2022, increased by ~~$3,410,480~~$6,020,035 as compared to the ~~three~~six months ended ~~March 31,~~June 30, 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,~~$922,077, $3,378,620, and ~~$2,138,605,~~$3,564,917, respectively.

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Other income (expenses)

Other ~~expenses~~income for the ~~three~~six months ended ~~March 31,~~June 30, 2022, ~~decreased~~increased by ~~$481,157~~$5,597,853 as compared to the same period in 2021. This ~~decrease~~increase was primarily due the ~~pay off~~sale of ~~significant interest-bearing debt.~~the Alt Labs building in Fort Meyers, Florida.

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 registered direct offering of common stock, raising approximately $22,000,000 in cash. The Company received net proceeds of $7.6 million from the sale of property on June 23, 2022. The Company raised $10 million in gross proceeds from the sale of 14,492,754 shares of Class A Common Stock and warrants to purchase 14,492,754 shared in a registered direct public offering that closed on July 13, 2022, the details of which are outlined in a Current Report on form 8-K filed by the Company on July 13, 2022. In August 2022, certain investors in the ATM Offering executed 1,449,276 warrants at an exercise price of $0.69 for cash proceeds to the Company of $1,000,000.

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~~six 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~~six months ended ~~March 31,~~June 30, 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.

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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,~~ June 30, 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.~~2022 and has engaged a third party specialty management consultant firm to help facilitate the process.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 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.

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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~~and was fully briefed and submitted for decision in January 2022. That motion was pending as of the date of this Report.

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~~response~~ first amended complaint. In June 2022, both Grizzly and ~~anticipates the Court to move~~Finn moved to dismiss ~~Grizzly Research’s motion to dismiss but~~ the ~~date of such dismissal is unknown as~~first amended complaint. As of the date of this ~~report.~~

Report, those motions were still pending. The Court denied motions of Grizzly and Finn relating to the filing of the joint planning report and and entered the scheduling order. Because the scheduling order is now in place, the Company will be moving forward with discovery.

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

As of the date of this Report, the Company had agreed on a scheduling order with counsel for Mr. Porter, and the Company was participating in discovery.

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,~~(CJ-2021-4316), Brian Hobbs ~~CJ-2021-4315,~~(CJ-2021-4315), Thomas Karraker ~~CJ-2021-4314~~(CJ-2021-4314) for ~~Unjust Enrichment,~~unjust enrichment, and ~~Breach~~breach of ~~Contract.~~contract. On January 19, 2022, the Company filed ~~a response~~answers to all three lawsuits that denied these ~~claims and~~claims. The Company believes these are frivolous lawsuits. In July 2022, the Company and Mr. Morse settled his claims against the Company. The ~~Company intends~~settlement included the cash payment of $24,375 for Mr. Morse's claimed 37,500 shares of Class A Common stock. A stipulated motion to ~~defend vigorously against all~~sever Mr. Morses's case from those of ~~these lawsuits.~~Messrs. Hobbs and Karraker has been sent to counsel for Mr. Morse for approval and filing with the court. In July 2022, Mr. Hobbs also expressed interest in settling his claims on similar terms. Negotiations with Mr. Hobbs were ongoing as of the date of this Report. As of the date of this Report, Mr. Karraker's lawsuit was proceeding.

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

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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.

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

The shares of Class A common stock referenced above 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~~six months ended ~~March 31,~~June 30, 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).

2.3						Elec j et Merger Agreement, dated November 29, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 3, 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).

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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).

10.12						Form of Sales Agreement (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed March 9, 2022).

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*

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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,~~August 11, 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)

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PART I		Page

Item 1.	Financial Statements	4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2425

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2831

Item 4.	Controls and Procedures	2831

PART II

Item 1.	Legal Proceedings	2931

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3132

Item 6.	Exhibits	3133

	Signatures	3436