Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 25, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | Alpine 4 Technologies Ltd. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Trading Symbol | alpine | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,606,698 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Common Class B | |||
Entity Common Stock, Shares Outstanding | 16,000,000 | ||
Common Class A | |||
Entity Common Stock, Shares Outstanding | 208,705,690 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 174,988 | $ 758 |
Accounts receivable | 4,086 | |
Inventory | 222,930 | 224,100 |
Total current assets | 402,004 | 224,858 |
TOTAL ASSETS | 402,004 | 224,858 |
CURRENT LIABILITIES: | ||
Accounts payable | 434,381 | 359,626 |
Accrued expenses | 13,019 | 16,498 |
Deferred revenue | 1,617 | |
Notes payable, related parties | 111,635 | 50,000 |
Convertible notes payable, net of discount of $271,532 (including related parties of $14,698) | 59,318 | |
Total Current Liabilities | $ 619,970 | $ 426,124 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized,none issued and outstanding | ||
Additional paid-in capital | $ 13,783,778 | $ 395,463 |
Accumulated Deficit | (14,009,214) | (605,234) |
Total stockholders' deficit | (217,966) | (201,266) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 402,004 | 224,858 |
Common Stock - Class A | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock | 5,870 | $ 8,505 |
Common Stock - Class B | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock | $ 1,600 |
BALANCE SHEETS PARENTHETICAL
BALANCE SHEETS PARENTHETICAL - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Discount on Convertible Notes Payable | $ 271,532 | |
Debt Discount on Convertible Notes Payable, Related Parties | $ 14,698 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | ||
Preferred stock shares outstanding | ||
Common Stock - Class A | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 58,699,808 | 85,050,390 |
Common stock shares outstanding | 58,699,808 | 85,050,390 |
Common Stock - Class B | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 16,000,000 | |
Common stock shares outstanding | 16,000,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
STATEMENT OF OPERATIONS | ||
Revenue | $ 21,840 | |
Cost of revenue | 1,170 | |
Gross Profit | 20,670 | |
Operating expenses: | ||
General and administrative expenses | $ 605,234 | 13,293,644 |
Total operating expenses | 605,234 | 13,293,644 |
Loss from operations | (605,234) | (13,272,974) |
Other expenses | ||
Interest expense | (131,006) | |
Total other expenses | (131,006) | |
Loss before income tax | $ (605,234) | $ (13,403,980) |
Income tax | ||
Net loss | $ (605,234) | $ (13,403,980) |
Weighted average shares outstanding : | ||
Weighted average shares outstanding: Basic | 90,113,336 | 77,738,500 |
Weighted average shares outstanding: Diluted | 90,113,336 | 77,738,500 |
Loss per share | ||
Loss per share: Basic | $ (0.01) | $ (0.17) |
Loss per share: Diluted | $ (0.01) | $ (0.17) |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Class A | Common Class B | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Apr. 21, 2014 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance - Shares at Apr. 21, 2014 | 0 | 0 | 0 | 0 | 0 |
Issue shares of common stock for cash | $ 1,030 | $ 91,848 | $ 92,878 | ||
Issue shares of common stock for cash - shares | 10,300,390 | ||||
Issue shares of common stock for services | $ 15,275 | 259,945 | 275,220 | ||
Issue shares of common stock for services - shares | 152,750,000 | ||||
Cancellation of previously issued shares | $ (7,800) | 7,800 | |||
Cancellation of previously issued shares - shares | (78,000,000) | ||||
Capital contribution from majority stockholder | 35,870 | 35,870 | |||
Net income (loss) | $ (605,234) | (605,234) | |||
Balance at Dec. 31, 2014 | $ 8,505 | 395,463 | (605,234) | (201,266) | |
Balance - Shares at Dec. 31, 2014 | 85,050,390 | ||||
Issue shares of common stock for cash | $ 15 | 99,835 | 99,850 | ||
Issue shares of common stock for cash - shares | 152,116 | ||||
Issue shares of common stock to officers and directors for services | $ 1,950 | 10,573,050 | 10,575,000 | ||
Issue shares of common stock to officers and directors for services - shares | 19,500,000 | ||||
Issue shares of common stock to consultants for services | $ 374 | 2,096,376 | 2,096,750 | ||
Issue shares of common stock to consultants for services - shares | 3,741,000 | ||||
Issue shares of common stock for purchase extension | $ 25 | 162,475 | 162,500 | ||
Issue shares of common stock for purchase extension - shares | 250,000 | ||||
Issue shares of common stock to related party for convertible note payable and accrued interest | $ 63 | 62,967 | 63,030 | ||
Issue shares of common stock to related party for convertible note payable and accrued interest - shares | 630,300 | ||||
Cancellation of previously issued shares | $ (3,462) | 3,462 | |||
Cancellation of previously issued shares - shares | (34,623,998) | ||||
Beneficial conversion feature associated with convertible notes | 390,150 | 390,150 | |||
Exchange of Class A common stock for Class B common stock | $ (1,600) | $ 1,600 | |||
Exchange of Class A common stock for Class B common stock - shares | (16,000,000) | 16,000,000 | |||
Net income (loss) | (13,403,980) | (13,403,980) | |||
Balance at Dec. 31, 2015 | $ 5,870 | $ 1,600 | $ 13,783,778 | $ (14,009,214) | $ (217,966) |
Balance - Shares at Dec. 31, 2015 | 58,699,808 | 16,000,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (605,234) | $ (13,403,980) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Issuance of common stock to officers and directors for services | 10,575,000 | |
Issuance of common stock to consultants for services | 275,220 | 2,096,750 |
Issuance of common stock for purchase extension | 162,500 | |
Amortization of debt discounts | 118,618 | |
Change in current assets and liabilities: | ||
Change in Accounts receivable | (4,086) | |
Change in Inventory | (224,100) | 1,170 |
Change in Accounts payable | 359,626 | 74,755 |
Change in Accrued expenses | 16,498 | 2,251 |
Change in Deferred revenue | 1,617 | |
Net cash used in operating activities | (177,990) | (375,405) |
FINANCING ACTIVITIES: | ||
Proceeds from issuances of notes payable, related party | 50,000 | 86,435 |
Repayments of notes payable, related party | (24,800) | |
Proceeds from convertible notes payable (including $82,300 from related party) | 390,150 | |
Repayments of convertible notes payable | (2,000) | |
Proceeds from the sale of common stock | 92,878 | 99,850 |
Proceeds from contributed capital from related party | 35,870 | |
Net cash provided by financing activities | 178,748 | 549,635 |
NET INCREASE IN CASH | 758 | 174,230 |
CASH, BEGINNING BALANCE | 758 | |
CASH, ENDING BALANCE | $ 758 | $ 174,988 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Common stock issued to related party for convertible note payable and accrued interest | $ 63,030 | |
Discount on convertible debentures | $ 390,150 | |
Cancelation of 34,623,998 previously issued shares in 2015 |
STATEMENT OF CASH FLOWS PARENTH
STATEMENT OF CASH FLOWS PARENTHETICAL | 12 Months Ended |
Dec. 31, 2015USD ($) | |
STATEMENT OF CASH FLOWS PARENTHETICAL | |
Proceeds from convertible notes payable, related party | $ 82,300 |
1. Business Description and Bas
1. Business Description and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
1. Business Description and Basis of Presentation | Note 1 Description of Business Alpine 4 Technologies Ltd. (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 effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this Report, the Company was a technology holding company with a heavy concentration in the automotive industry. The Company provides a distinctive and powerful advantage to management, sales, finance and service departments at automotive dealerships in order to increase productivity, profitability and customer retention through 6 th th th |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
2. Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements present the balance sheets, statements of operations, stockholders deficit and cash flows of the Company. The financial statements have been prepared in accordance with U.S. GAAP. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of December 31, 2015 and 2014, the Company had no cash equivalents. Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. Inventory Inventory is valued at the lower of the inventory's cost (weighted average basis) or market. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. All of the Company's inventory at December 31, 2015 and December 31, 2014, was finished goods inventory. Revenue Recognition The Company has a portfolio of consumer and professional software applications called 6thSenseAuto, which consists primarily of the Company's two products previously branded as LotWatch and ServiceWatch . LotWatch is a product for dealerships to give them vehicle inventory information. Our telematics devices use information gathered from the OBD (On Board Diagnostics) port, and by utilizing both GPS technology and cellular based service, the LotWatch module provides specific, real-time, accurate information about a dealership's fleet of new vehicles. This information can be easily accessed and viewed on Alpine 4's interface anywhere the dealership have internet access. ServiceWatch is a product for the driving consumer that also uses information gathered from the OBD port. By utilizing both GPS technology and cellular based service, the ServiceWatch module provides vehicle specific real-time, accurate information to a dealership's service department to increase sales all while improving their level of service. When the Company enters into an agreement with a car dealership that wants to utilize its LotWatch service, a telematics device must be installed in each vehicle. The Company will generally charge the car dealership a flat fee to install its telematics device in each vehicle. The Company recognizes revenue when all the devices have been installed. At the end of each month, the Company will charge the dealership a fee based on the average number of cars on the dealers lot during the month and revenue is recognized at that time (end of the month). The Company will account for its revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. When a vehicle is sold to the driving consumer who purchases the ServiceWatch service, the cost of the service is added to the price of the car and the amount collected by the dealership for this service is remitted to the Company. At the time of the vehicle is purchased, the Company recognizes revenue for the retail value of the telematics device that has been installed in the vehicle and the remaining amount is recognized over the service period of generally 24 to 36 months. Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. The only potentially dilutive securities outstanding during the periods presented were the convertible debentures, but they are anti-dilutive due to the net loss incurred. Stock-based compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards Board (FASB) ASC 718-10, Compensation Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Companys experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Companys tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders deficit. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In February, 2015, the FASB issued ASU No. 2015-02 , Consolidation (Topic 810): In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
3. Going Concern
3. Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
3. Going Concern | Note 3 Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $14,009,214 as of December 31, 2015. The Company requires capital for its contemplated operational and marketing activities. The Companys ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Companys contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months. |
4. Notes Payable
4. Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
4. Notes Payable | Note 4 Notes Payable, Related Parties At December 31, 2015, the Company had three outstanding notes payable to officers and directors of the Company. All the notes payable are unsecured, non-interest bearing and payable upon demand. The notes payable amount outstanding at December 31, 2015 and 2014, was $111,635 and $50,000, respectively. |
5. Convertible Notes Payable, I
5. Convertible Notes Payable, Including Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
5. Convertible Notes Payable, Including Related Parties | Note 5 Convertible Notes Payable, Including Related Parties During the year ended December 31, 2015, the Company entered into convertible note agreements with investors, including related parties. The convertible notes are unsecured; bear interest at 10-20% annually, and are due from March 16, 2016, to December 19, 2016. All of the convertible notes payable contain a provision that allows the note holder to convert the outstanding balance into shares of the Company's common stock at $0.10 per shares. The Company determined that the convertible notes payable contained a beneficial conversion feature which is limited to the face amount of the note. This beneficial conversion feature amounting to $390,150 has been recorded in the financial statements to additional paid-in capital and as a discount to the convertible notes payable. The debt discount is being amortized over the terms of the convertible notes payable. The Company recognized interest expense of $118,618 during the year ended December 31, 2015, related to the amortization of the debt discount. Convertible notes payable at December 31, 2015, consisted of the following: Outstanding principal amount due under convertible note payable agreements $ 330,850 Debt discount (271,532) Balance, December 31, 2015 $ 59,318 A rollforward of the convertible notes payable is below: Balance outstanding, December 31, 2014 $ - Issuance of convertible notes payable 390,150 Repayment of convertible note payable (2,000) Conversion of note payable to common stock related party (57,300) Beneficial conversion feature recognized (390,150) Amortization of debt discount 118,618 Balance outstanding, December 31, 2015 $ 59,318 |
6. Stockholders' Deficit
6. Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
6. Stockholders' Deficit | Note 6 Stockholders Deficit Preferred Stock The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of December 31, 2015, no shares of preferred stock were outstanding. Common Stock On August 14, 2015, the Board of Directors approved an amendment to the Company's 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 Company's authorized capital stock consists of 605,000,000 shares, each with a par value of $0.0001 per share, of which: · · · Liquidation Rights Upon the Companys liquidation, dissolution or winding-up, the holders of Class A common stock and Class B common stock shall be entitled to share equally all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. The Company had the following transactions in its common stock during 2015: · · · · · · · The Company had the following transactions in its common stock during 2014: · · · · · · Mr. Battaglini made contributions totaling $35,870 to the Company during 2014, which was recorded as additional paid-in capital. |
7. Income Taxes
7. Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
7. Income Taxes | Note 7 - Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of December 31, 2015 and 2014, based on estimates of recoverability. The Company determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its new business model. Because of the impacts of the valuation allowance, there was no income tax expense or benefit for the years ended December 31, 2015 and 2014. A reconciliation of the differences between the effective and statutory income tax rates for years ended December 31: 2015 2014 Amount Percent Amount Percent Federal statutory rates $ (4,557,353) 34.0% $ (205,780) 34.0% State income taxes (670,199) 5.0% (30,262) 5.0% Allowance for uncollectible accounts (8,140) 0.1% 8,140 -1.3% Permanent differences 5,051,619 -37.7% 107,336 -17.7% Valuation allowance against net deferred tax assets 184,073 -1.4% 120,566 -20.0% Effective rate $ - 0.0% $ - 0.0% At December 31, 2015 and 2014, the significant components of the deferred tax assets are summarized below: Deferred income tax assets: Net operation loss carryforwards 312,213 120,566 Book to tax differences for allowance for uncollectible accounts - 8,140 Total deferred income tax assets 312,213 128,706 Less: valuation allowance (312,213) (128,706) Total deferred income tax asset $ - $ - The valuation allowance increased by $183,507 and $128,706 in 2015 and 2014, respectively, as a result of the Companys generating additional net operating losses. The Company has recorded as of December 31, 2015 and 2014 a valuation allowance of $312,213 and $128,706, respectively, as management believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on the Companys lack of profitable operating history. The Company annually conducts an analysis of its tax positions and has concluded that it had no uncertain tax positions as of December 31, 2015. The Company has net operating loss carry-forwards of approximately $800,000. Such amounts are subject to IRS code section 382 limitations and begin to expire in 2029. The 2014 and 2015 tax year is still subject to audit. |
8. Related Party Transactions
8. Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
8. Related Party Transactions | Note 8 Related Party Transactions Licensing Agreement On August 5, 2014, the Company entered into a Licensing Agreement (the "Agreement") with AutoTek Incorporated ("AutoTek"). Richard Battaglini, the Company's former President, former Chairman and former majority shareholder of the Company, is also the President and Chairman of AutoTek. Mr. Battaglini owns approximately 30% of the Companys common stock and has no stock ownership in AutoTek. AutoTek was the owner of software source code which the Company used in its 6thSenseAuto products under the terms of the license agreement. The agreement provided that the Company has an exclusive, transferable (including sub licensable) worldwide perpetual license of AutoTeks technology. The Company was required to pay to AutoTek royalty payments equal to $10 per ServiceWatch device activated using the technology. The license term under the agreement and its amendments would last until the earlier of the closing of a transaction whereby Alpine acquired AutoTeks outstanding common stock or August 5, 2016. As discussed in Note 9, the Company closed the asset purchase transaction on February 4, 2016, which ended the term of the license. Also see Notes 4 and 5, with respect to related party promissory notes, and Note 6, with respect to shares issued to related parties. |
9. Share Exchange Agreement
9. Share Exchange Agreement | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
9. Share Exchange Agreement | Note 9 Share Exchange Agreement As noted above, on December 21, 2015, the shareholders of AutoTek voted to approve a transaction whereby the Company would purchase the software source code from AutoTek. The transaction took the form of a Share Exchange wherein AutoTek stockholders could tender shares of AutoTek stock in exchange for Class A common stock in the Company. The Share Exchange closed on February 4, 2016. In conjunction with the Share Exchange, AutoTek shareholders had tendered an aggregate of 25,000,000 shares of AutoTek common stock, and the Company issued 150,000,000 shares of Class A Common Stock to the former AutoTek shareholders. In connection with the closing of the Share Exchange, on February 4, 2016, the Company and AutoTek finalized and closed the asset purchase transaction for the purchase of the source code asset. |
10. Agreement
10. Agreement | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
10. Agreement | Note 10 Agreement Employment Agreement Shannon Rigney On September 30, 2015, the Company entered into an employment agreement with Shannon Rigney, pursuant to which Ms. Rigney agreed to serve as the VP of acquisitions. Her duties will include identifying, evaluating, and defining acquisition strategies; implementation of negotiation strategies; negotiate letters of intent and definitive agreements; preparation of reports, demographics, and analyses; monitoring acquisition prospects through negotiation and closing; and other related duties. Pursuant to the agreement, the Company will pay Ms. Rigney an annual salary of $70,000. Additionally, the Company issued 3,500,000 shares of Class A common stock to Ms. Rigney. She is also entitled to reimbursement for expenses incurred in accordance with the Company's reimbursement policies. The agreement included non-disclosure provisions relating to the Company's confidential information, as well as a non-compete agreement for a period of 2 years following the termination of her employment. Pursuant to the agreement, Ms. Rigney is an at-will employee, and either party may terminate the agreement at any time. |
11. Subsequent Events
11. Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
11. Subsequent Events | Note 11 Subsequent Event As discussed in Note 9, the Company entered into a Share Exchange transaction with the shareholders of AutoTek. The Share Exchange closed on February 4, 2016. In conjunction with the transaction, AutoTek shareholders had tendered an aggregate of 25,000,000 shares of AutoTek common stock, and Alpine 4 issued 150,000,000 shares of Class A Common Stock to the former AutoTek shareholders. The transaction will be accounted for as a business combination. The Company is unable to make all the disclosures required by ASC 805-10-50-2 that this time as the initial accounting for this business combination is incomplete. |
2. Summary of Significant Acc19
2. Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Use of Estimates, Policy | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
2. Summary of Significant Acc20
2. Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of December 31, 2015 and 2014, the Company had no cash equivalents. |
2. Summary of Significant Acc21
2. Summary of Significant Accounting Policies: Accounts Receivable (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Accounts Receivable | Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. |
2. Summary of Significant Acc22
2. Summary of Significant Accounting Policies: Inventory (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Inventory | Inventory Inventory is valued at the lower of the inventory's cost (weighted average basis) or market. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. All of the Company's inventory at December 31, 2015 and December 31, 2014, was finished goods inventory. |
2. Summary of Significant Acc23
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company has a portfolio of consumer and professional software applications called 6thSenseAuto, which consists primarily of the Company's two products previously branded as LotWatch and ServiceWatch . LotWatch is a product for dealerships to give them vehicle inventory information. Our telematics devices use information gathered from the OBD (On Board Diagnostics) port, and by utilizing both GPS technology and cellular based service, the LotWatch module provides specific, real-time, accurate information about a dealership's fleet of new vehicles. This information can be easily accessed and viewed on Alpine 4's interface anywhere the dealership have internet access. ServiceWatch is a product for the driving consumer that also uses information gathered from the OBD port. By utilizing both GPS technology and cellular based service, the ServiceWatch module provides vehicle specific real-time, accurate information to a dealership's service department to increase sales all while improving their level of service. When the Company enters into an agreement with a car dealership that wants to utilize its LotWatch service, a telematics device must be installed in each vehicle. The Company will generally charge the car dealership a flat fee to install its telematics device in each vehicle. The Company recognizes revenue when all the devices have been installed. At the end of each month, the Company will charge the dealership a fee based on the average number of cars on the dealers lot during the month and revenue is recognized at that time (end of the month). The Company will account for its revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. When a vehicle is sold to the driving consumer who purchases the ServiceWatch service, the cost of the service is added to the price of the car and the amount collected by the dealership for this service is remitted to the Company. At the time of the vehicle is purchased, the Company recognizes revenue for the retail value of the telematics device that has been installed in the vehicle and the remaining amount is recognized over the service period of generally 24 to 36 months. |
2. Summary of Significant Acc24
2. Summary of Significant Accounting Policies: Earnings Per Share Policy, Basic (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Earnings Per Share Policy, Basic | Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. The only potentially dilutive securities outstanding during the periods presented were the convertible debentures, but they are anti-dilutive due to the net loss incurred. |
2. Summary of Significant Acc25
2. Summary of Significant Accounting Policies: Share-based Compensation, Option and Incentive Plans Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Share-based Compensation, Option and Incentive Plans Policy | Stock-based compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards Board (FASB) ASC 718-10, Compensation Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
2. Summary of Significant Acc26
2. Summary of Significant Accounting Policies: Income Tax, Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Income Tax, Policy | Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Companys experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Companys tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. |
2. Summary of Significant Acc27
2. Summary of Significant Accounting Policies: Reclassifications (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Reclassifications | Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders deficit. |
2. Summary of Significant Acc28
2. Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In February, 2015, the FASB issued ASU No. 2015-02 , Consolidation (Topic 810): In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
5. Convertible Notes Payable,29
5. Convertible Notes Payable, Including Related Parties: Schedule of Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | Convertible notes payable at December 31, 2015, consisted of the following: Outstanding principal amount due under convertible note payable agreements $ 330,850 Debt discount (271,532) Balance, December 31, 2015 $ 59,318 A rollforward of the convertible notes payable is below: Balance outstanding, December 31, 2014 $ - Issuance of convertible notes payable 390,150 Repayment of convertible note payable (2,000) Conversion of note payable to common stock related party (57,300) Beneficial conversion feature recognized (390,150) Amortization of debt discount 118,618 Balance outstanding, December 31, 2015 $ 59,318 |
7. Income Taxes_ Schedule of Ef
7. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2015 2014 Amount Percent Amount Percent Federal statutory rates $ (4,557,353) 34.0% $ (205,780) 34.0% State income taxes (670,199) 5.0% (30,262) 5.0% Allowance for uncollectible accounts (8,140) 0.1% 8,140 -1.3% Permanent differences 5,051,619 -37.7% 107,336 -17.7% Valuation allowance against net deferred tax assets 184,073 -1.4% 120,566 -20.0% Effective rate $ - 0.0% $ - 0.0% |
7. Income Taxes_ Schedule of De
7. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets: Net operation loss carryforwards 312,213 120,566 Book to tax differences for allowance for uncollectible accounts - 8,140 Total deferred income tax assets 312,213 128,706 Less: valuation allowance (312,213) (128,706) Total deferred income tax asset $ - $ - |
3. Going Concern (Details)
3. Going Concern (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Accumulated Deficit | $ 14,009,214 | $ 605,234 |
4. Notes Payable (Details)
4. Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Notes payable, related parties | $ 111,635 | $ 50,000 |
5. Convertible Notes Payable,34
5. Convertible Notes Payable, Including Related Parties (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Details | |
Amortization of debt discounts | $ 118,618 |
5. Convertible Notes Payable,35
5. Convertible Notes Payable, Including Related Parties: Schedule of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Long-term Debt, Gross | $ 330,850 | |
Debt Discount on Convertible Notes Payable | (271,532) | |
Convertible Notes Payable, Current | 59,318 | |
Proceeds from convertible notes payable (including $82,300 from related party) | 390,150 | |
Repayments of convertible notes payable | (2,000) | |
Conversion of note payable to common stock - related party | (57,300) | |
Beneficial conversion feature associated with convertible notes | (390,150) | |
Amortization of debt discounts | $ 118,618 |
6. Stockholders' Deficit (Detai
6. Stockholders' Deficit (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Issue shares of common stock for cash | $ 92,878 | $ 99,850 |
Issue shares of common stock to officers and directors for services | 10,575,000 | |
Issue shares of common stock to consultants for services | $ 2,096,750 | |
Issue shares of common stock for purchase extension | 162,500 | |
Issue shares of common stock for services | 275,220 | |
Capital contribution from majority stockholder | 35,870 | |
Additional Paid-In Capital | ||
Issue shares of common stock for cash | 91,848 | 99,835 |
Issue shares of common stock to consultants for services | 2,096,376 | |
Issue shares of common stock for purchase extension | $ 162,475 | |
Issue shares of common stock for services | 259,945 | |
Capital contribution from majority stockholder | 35,870 | |
Richard Battaglini | ||
Capital contribution from majority stockholder | 35,870 | |
Other | Additional Paid-In Capital | ||
Issue shares of common stock for cash | $ 91,878 | |
Common Class A | ||
Common stock par value | $ 0.0001 | |
Common stock shares authorized | 500,000,000 | |
Issue shares of common stock for cash - shares | 152,116 | |
Issue shares of common stock to officers and directors for services - shares | 19,500,000 | |
Issue shares of common stock to consultants for services - shares | 3,741,000 | |
Issue shares of common stock for purchase extension - shares | 250,000 | |
Issue shares of common stock to related party for convertible note payable and accrued interest - shares | 630,300 | |
Cancellation of previously issued shares - shares | 34,623,998 | |
Common Class A | Founding Shareholder | ||
Issue shares of common stock for cash - shares | 10,000,000 | |
Issue shares of common stock for cash | $ 1,000 | |
Common Class A | Richard Battaglini | ||
Cancellation of previously issued shares - shares | 78,000,000 | |
Issue shares of common stock for services - shares | 123,200,000 | |
Issue shares of common stock for services | $ 12,320 | |
Common Class A | Kent Wilson | ||
Issue shares of common stock for services - shares | 27,000,000 | |
Issue shares of common stock for services | $ 2,700 | |
Common Class A | Two Directors of the Company | ||
Issue shares of common stock for services - shares | 2,000,000 | |
Issue shares of common stock for services | $ 200 | |
Common Class A | Other | ||
Issue shares of common stock for cash - shares | 300,390 | |
Common Class A | Two Consultants of the Company | ||
Issue shares of common stock for services - shares | 550,000 | |
Issue shares of common stock for services | $ 260,000 | |
Common Class B | ||
Common stock par value | $ 0.0001 | |
Common stock shares authorized | 100,000,000 | |
Exchange of Class A common stock for Class B common stock - shares | 16,000,000 |
7. Income Taxes_ Schedule of 37
7. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Details | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (205,780) | $ (4,557,353) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | $ (30,262) | $ (670,199) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 5.00% | 5.00% |
Allowance for uncollectible accounts - amount | $ 8,140 | $ (8,140) |
Allowance for uncollectible accounts | (1.30%) | 0.10% |
Permanent differences - amount | $ 107,336 | $ 5,051,619 |
Permanent differences | (17.70%) | (37.70%) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 120,566 | $ 184,073 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (20.00%) | (1.40%) |
7. Income Taxes_ Schedule of 38
7. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 312,213 | $ 120,566 |
Book to tax differences for allowance for uncollectible accounts | 8,140 | |
Deferred Tax Assets, Gross | 312,213 | 128,706 |
Deferred Tax Assets, Valuation Allowance, Current | $ (312,213) | $ (128,706) |
7. Income Taxes (Details)
7. Income Taxes (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Details | ||
Valuation Allowances and Reserves, Period Increase (Decrease) | $ 128,706 | $ 183,507 |
Operating Loss Carryforwards | $ 800,000 |
10. Agreement (Details)
10. Agreement (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Common Class A | |
Issue shares of common stock to officers and directors for services - shares | 19,500,000 |
Shannon Rigney | |
Compensation | $ | $ 70,000 |
Shannon Rigney | Common Class A | |
Issue shares of common stock to officers and directors for services - shares | 3,500,000 |