Note 1 - Organization and Basis of Presentation | Note 1 Organization and Basis of Presentation The unaudited financial statements were prepared by Alpine 4 Technologies Ltd. (the Company), pursuant to the rules and regulations of the Securities Exchange Commission (SEC). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Companys Annual Report on Form 10-K filed with the SEC on May 5, 2015. The results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results to be expected for the year ending December 31, 2015. Description of Business The Company was incorporated under the laws of the State of Delaware on April 22, 2014. The Company originally intended to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. The Company has subsequently entered into a License Agreement with AutoTek Incorporated (AutoTek), pursuant to which AutoTek licensed to the Company the right to use certain source code for the development of products. Subsequent to the entry into the License Agreement, the Company entered into an Asset Purchase and Share Exchange Agreement with AutoTek, relating to the purchase of the source code asset. The closing of the transaction is subject to the approval of AutoTeks shareholders. On June 27, 2014, the Board of Director and sole stockholder of Company approved an amendment to the Companys Certificate of Incorporation to change the name of the Company from ALPINE 4 Inc. to Alpine 4 Automotive Technologies Ltd. On that date, the Company filed a Certificate of Amendment with the State of Delaware. Additionally, on June 30, 2014, the Board of Director and majority stockholder of the Company approved a further amendment to the Companys Certificate of Incorporation to increase the authorized number of common stock from 100,000,000 shares of common stock to 500,000,000 shares of common stock. On that date, the officers of the Company filed a Certificate of Amendment relating to the increase in authorized capital with the State of Delaware. On September 19, 2014, the Company entered into a non-binding letter of intent (the LOI) with Pure Mobility International Inc. (PMII) relating to the proposed purchase by the Company of the outstanding shares of stock, or all of the assets (to be determined by the parties) of PMII. Pursuant to the LOI, the Company and PMII anticipated that the Company would acquire assets of PMII including certain distributor agreements, contracts, accounts receivable, and certain inventory of PMII. The Company proposed to issue shares of its restricted common stock with an aggregate value of approximately five million dollars ($5,000,000). The Company and PMII further agreed to negotiate a definitive agreement to set forth the material terms of the transaction, following appropriate due diligence. On December 11, 2014, the Company entered into a definitive Asset Purchase Agreement (the Asset Purchase Agreement) with PMII. The Company purchased certain assets of PMII, and issued 8,000,000 shares of the Companys restricted common stock, and 500,000 shares of restricted Series A Convertible Preferred Stock. Subsequently, on February 23, 2015, the Company and PMI mutually agreed that it would be in the best interest of both entities to terminate the Asset Purchase Agreement and rescind the purchase of the Assets and the Asset Purchase Agreement. Pursuant to the Termination Agreement, the Company and PMI agree to rescind fully and completely the purchase of the assets by the Company, and to terminate fully the Asset Purchase Agreement. PMI agreed to return all of the Common Shares and the Preferred Shares to the Company, and agreed that it had no further right, title, or interest in or to the Common Shares or the Preferred Shares. As this transaction with PMI was fully and completely rescinded, it was not reflected in the December 31, 2014, financial statements. On February 11, 2015, the Board of Directors approved an amendment to the Companys Certificate of Incorporation to change the name to Alpine 4 Technologies Ltd., and recommended the amendment to the shareholders of the Company. On May 29, 2015, the shareholders approved the name change and the filing of an Amended and Restated Certificate of Incorporation to change the name and incorporate all amendments to date. On June 1, 2015, the Company filed a Certificate of Amendment (the Amendment) to the Certificate of Incorporation with the Secretary of State of Delaware to change the name of the Company to Alpine 4 Technologies Ltd. and to file the Amended and Restated Certificate. The name change and the Amended and Restated Certificate became effective on the date of filing. On August 14, 2015, the Board of Directors approved an amendment to the Companys Certificate of Incorporation to change the capital structure of the Company, and recommended the amendment to the shareholders of the Company. On August 24, 2015, the shareholders approved the filing of a Second Amended and Restated Certificate of Incorporation to change the capital structure of the Company. On August 26, 2015, the Company filed a Certificate of Amendment (the Amendment) to the Certificate of Incorporation with the Secretary of State of Delaware to change the capital structure of the Company and to file the Second Amended and Restated Certificate. The Second Amended and Restated Certificate became effective on the date of filing. Change in Capital Structure Pursuant to the Second Amended and Restated Certificate of Incorporation, the Company is authorized to issue two classes of common stock: Class A common stock, which will have one vote per share, and Class B common stock, which will have ten votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Otherwise the rights of the two classes of common stock will be identical. The rights of these classes of common stock are discussed in greater detail below. The Companys authorized capital stock now consists of 605,000,000 shares, each with a par value of $0.0001 per share, of which: 500,000,000 shares are designated as Class A common stock. The previously issued shares of common stock were redesignated as Class A common stock. 100,000,000 shares are designated as Class B common stock. 5,000,000 shares are designated as preferred stock. Execution of Stock Purchase Agreement for Paragon Fabricators Incorporated and Paragon Field Services, Inc., Future Closing of Transaction On October 19, 2015, the Company entered into a Stock Purchase Agreement (the Paragon SPA) with Paragon Fabricators Incorporated and Paragon Field Services, Inc., both Texas corporations (collectively, Paragon), and their two shareholders, James Saulsberry and H.M. Nipp Sr. (collectively, the Paragon Sellers). Pursuant to the Paragon SPA the Company, Paragon, and the Paragon Sellers agreed on the terms pursuant to which the Company would purchase from the Paragon Sellers all of the outstanding shares of common stock of both Paragon entities (the Paragon Shares). The purchase price to be paid by the Company for the Paragon Shares consists of cash, securities, and a promissory note. The Securities Consideration will consist of 500,000 shares of the Companys restricted Class A common stock. The Company will have the right to redeem the shares after the two year anniversary of the closing of the transaction, at a redemption price of $1 per share, unless the Paragon Sellers have sold their shares in the market. The Cash Consideration to be paid is the aggregate amount of $2,850,000, with $1,425,000 being paid to each Seller. The Promissory Note Consideration will consist of a secured promissory note (the Paragon Note) in the amount of $2,250,000, secured by a subordinated security interest in the assets of the Paragon entities. Additionally, the Company agreed to issue 500,000 shares of a to-be-created Series B Preferred Stock, which are redeemable by the Company pursuant to terms to be agreed on by the Company and the Paragon Sellers. The Paragon Note will bear interest at 5%, and will be payable in full on the 12-month anniversary of the closing date of the transaction. Agreement to Issue Shares of Restricted Common Stock As noted above, in connection with the Paragon SPA, the Company agreed to issue an aggregate of 500,000 shares of its restricted Class A common stock to the Paragon Sellers as part of the purchase price paid, as well as 500,000 shares of a to-be-created Series B Preferred Stock. |