Alpine 4 (ALPP) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 10, 2016
Entity Registrant Name	Alpine 4 Technologies Ltd.
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Trading Symbol	alpine
Amendment Flag	false
Entity Central Index Key	1,606,698
Current Fiscal Year End Date	--12-31
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	2,016
Document Fiscal Period Focus	Q1
Common Class A
Entity Common Stock, Shares Outstanding		210,750,690
Common Class B
Entity Common Stock, Shares Outstanding		16,000,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash	$ 342,786	$ 174,988
Accounts receivable	179	4,086
Inventory	222,930	222,930
Total current assets	565,895	402,004
Intangible asset, net	141,667	0
TOTAL ASSETS	707,562	402,004
CURRENT LIABILITIES:
Accounts payable	504,822	434,381
Accrued expenses	12,500	13,019
Advances from related parties	342,500	0
Deferred revenue	998	1,617
Notes payable, related parties	108,635	111,635
Convertible notes payable, net of discount of $162,422 and $271,532 (including related parties of $0 and $14,698)	131,928	59,318
Total Current Liabilities	$ 1,101,383	$ 619,970
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding
Additional paid-in capital	$ 13,883,108	$ 13,783,778
Accumulated Deficit	(14,299,449)	(14,009,214)
Total stockholders' deficit	(393,821)	(217,966)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	707,562	402,004
Class A Common Stock
STOCKHOLDERS' DEFICIT:
Common stock	20,920	5,870
Class B Common Stock
STOCKHOLDERS' DEFICIT:
Common stock	$ 1,600	$ 1,600

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Debt Discount, Convertible Debt	$ 162,422	$ 271,532
Debt Discount, Convertible Debt - 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
Class A Common Stock
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	209,200,690	58,699,808
Common stock shares outstanding	209,200,690	58,699,808
Class B Common Stock
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

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Revenue	$ 7,115	$ 0
Cost of revenue	82	0
Gross Profit	7,033	0
Operating expenses:
General and administrative expenses	167,148	8,547,325
Total operating expenses	167,148	8,547,325
Loss from operations	(160,115)	(8,547,325)
Other expenses
Interest expense	(130,120)	0
Total other expenses	(130,120)	0
Loss before income tax	$ (290,235)	$ (8,547,325)
Income tax
Net loss	$ (290,235)	$ (8,547,325)
Weighted average shares outstanding :
Weighted average shares outstanding: Basic	167,059,562	93,664,279
Weighted average shares outstanding: Diluted	167,059,562	93,664,279
Loss per share
Loss per share: Basic	$ 0	$ (0.09)
Loss per share: Diluted	$ 0	$ (0.09)

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
OPERATING ACTIVITIES:
Net loss	$ (290,235)	$ (8,547,325)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	8,333	0
Issuance of common stock to consultants for services	0	8,408,000
Amortization of debt discounts	117,610	0
Change in current assets and liabilities:
Change in Accounts receivable	3,907	0
Change in Accounts payable	(13,179)	76,136
Change in Accrued expenses	3,981	(8,479)
Change in Deferred revenue	(619)	0
Net cash used in operating activities	(170,202)	(71,668)
FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, related party	0	74,535
Repayments of notes payable, related party	(3,000)	0
Proceeds from convertible notes payable	8,500	0
Proceeds from the sale of common stock	5,000	0
Advances from related party	327,500	0
Net cash provided by financing activities	338,000	74,535
NET INCREASE IN CASH	167,798	2,867
CASH, BEGINNING BALANCE	174,988	758
CASH, ENDING BALANCE	$ 342,786	$ 3,625
CASH PAID FOR:
Interest
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest	$ 49,500	$ 0
Discount on convertible debentures	8,500	0
Issuance of 150,000,000 shares of common stock for acquisition	$ 51,380	$ 0

Note 1 - Organization and Basis

Note 1 - Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2016
Notes
Note 1 - Organization and Basis of Presentation	Note 1 – Organization and Basis of Presentation The unaudited condensed consolidated financial statements were prepared by Alpine 4 Technologies Ltd. (the “Company”), pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2016. The results for the three months ended March 31, 2016, are not necessarily indicative of the results to be expected for the year ending December 31, 2016. 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 the Company's flagship program, 6th Sense Auto. The 6th Sense Auto program uses disruptive technology to improve inventory management, reduce costs, increase sales and enhance service. The 6th Sense Auto program serves a two-fold solution addressing both business to business and business to consumer market needs.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Notes
Note 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. 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 March 31, 2016 and December 31, 2015 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”) Accounting Standards Codification (“ASC”) 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment is reached or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, AutoTek, Incorporated (“AutoTek”). The results of operations for AutoTek have only been included since February 4, 2016, the date of the closing of the asset purchase transaction and the acquisition of ownership of the shares of common stock of AutoTek. All intercompany transactions and balances have been eliminated in consolidation. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“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): Amendments to the Consolidation Analysis. In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (FAS 13) Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

Note 3 - Going Concern

Note 3 - Going Concern	3 Months Ended
	Mar. 31, 2016
Notes
Note 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 $14,299,449 as of March 31, 2016. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. 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.

Note 4 - Notes Payable, Related

Note 4 - Notes Payable, Related Parties	3 Months Ended
	Mar. 31, 2016
Notes
Note 4 - Notes Payable, Related Parties	Note 4 – Notes Payable, Related Parties At March 31, 2016, and December 31, 2015, notes payable consisted of the following: March 31, December 31, 2016 2015 Note payable; non-interest bearing; due upon demand; unsecured $ 92,100 $ 95,100 Note payable; non-interest bearing; due upon demand; unsecured 15,000 15,000 Note payable; non-interest bearing; due upon demand; unsecured 1,535 1,535 $ 108,635 $ 111,635

Note 5 - Convertible Notes Paya

Note 5 - Convertible Notes Payable, Including Related Parties	3 Months Ended
	Mar. 31, 2016
Notes
Note 5 - Convertible Notes Payable, Including Related Parties	Note 5 – Convertible Notes Payable, Including Related Parties During the year ended December 31, 2015, and the three months ended March 31, 2016, 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 April 21, 2016, to March 17, 2017. 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 and $8,500 for the year ended December 31, 2015 and the three months ended March 31, 2016, respectively, and 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. For the three months ended March 31, 2016 and 2015, the Company recognized interest expense of $117,610 and $0, respectively, related to the amortization of the debt discount. Convertible notes payable at March 31, 2016, and December 31, 2015, consisted of the following: March 31, December 31, 2016 2015 Outstanding principal amount due under convertible note payable agreements $ 294,350 $ 330,850 Debt discount (162,422) (271,532) $ 131,928 $ 59,318 A rollforward of the convertible notes payable is provided below: Balance outstanding, December 31, 2015 $ 59,318 Issuance of convertible notes payable 8,500 Conversion of note payable to common stock - related party (25,000) Conversion of note payable to common stock (20,000) Beneficial conversion feature recognized (8,500) Amortization of debt discount 117,610 Balance outstanding, March 31, 2016 $ 131,928

Note 6 - Stockholders' Equity

Note 6 - Stockholders' Equity	3 Months Ended
	Mar. 31, 2016
Notes
Note 6 - Stockholders' Equity	Note 6 – Stockholders’ Equity Preferred Stock The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of May 10, 2016, no shares of preferred stock were outstanding. Common Stock Pursuant to the Second Amended and Restated Certificate of Incorporation, the Company is authorized to issue two classes of common stock: Class A common stock, which 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 Company had the following transactions in its common stock during the three months ended March 31, 2016: · · ·

Note 7 - Related Party Transact

Note 7 - Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Notes
Note 7 - Related Party Transactions	Note 7 – Related Party Transactions Notes Payable Note 4 describes the terms of a note payable to an officer of the Company, and Note 5 describes the terms of a convertible note payable to another officer of the Company. Advances from Related Parties At March 31, 2016, the Company had advances from two related parties totaling $342,500, consisting of a loan from an AutoTek shareholder in the amount of $15,000, and cash received from QCA in the amount of $327,500 prior to the closing of the QCA transaction (discussed in Note 10 below) which will be consolidated going forward. Both advances are non-interest bearing and payable upon demand.

Note 8 - Agreements

Note 8 - Agreements	3 Months Ended
	Mar. 31, 2016
Notes
Note 8 - Agreements	Note 8 – Agreements Employment Agreement – David Schmitt On April 15, 2016, the Company entered into an employment agreement with David Schmitt, pursuant to which Mr. Schmitt agreed to serve as the company’s Controller.

Note 9 - Business Combination

Note 9 - Business Combination	3 Months Ended
	Mar. 31, 2016
Notes
Note 9 - Business Combination	Note 9 – Business Combination On December 21, 2015, the shareholders of AutoTek voted to approve a transaction whereby the Company would purchase certain software source code from AutoTek. The transaction was pursuant to an Asset Purchase and Share Exchange Agreement, which covered two separate transactions, the purchase of the source code, and a related share exchange offer to the AutoTek shareholders. Following approval of the sale by AutoTek of the source code to Alpine 4 by the AutoTek shareholders, AutoTek sold the source code to the Company. Separately, pursuant to the share exchange, the 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 from AutoTek. The transaction is accounted for as a business combination. The purchase price was $51,380 which equals the fair value of the software received in the transaction minus accounts payable and advances assumed by the Company. The Company entered into this transaction with AutoTek, Inc. to acquire the software used in the Company’s 6 th A summary of the purchase price allocations at fair value is below. Software $ 150,000 Accounts payable (83,620) Advances from stockholder (15,000) Purchase price $ 51,380 The software purchased in the acquisition is being amortized over 36 months. AutoTek did not generate any revenue from the date of acquisition to March 31, 2016. The unaudited pro forma information below present statement of operations data as if the transaction with AutoTek took place on January 1, 2015. Three Months Ended March 31, 2016 2015 Revenue $ 7,115 $ - Gross profit 7,033 - Operating loss (164,282) (8,562,117) Net loss (294,402) (8,562,117) Loss per share (0.00) (0.04)

Note 10 - Subsequent Events

Note 10 - Subsequent Events	3 Months Ended
	Mar. 31, 2016
Notes
Note 10 - Subsequent Events	Note 10 – Subsequent Events Announcement and Closing of Acquisition of Quality Circuit Assembly On March 15, 2016, the Company entered into a Stock Purchase Agreement (the "QCA SPA") with Quality Circuit Assembly, Inc., a California company ("QCA") and its two shareholders, Jeffrey Moss and Dwight Hargreaves (collectively, the "QCA Sellers"). Since 1988, QCA has been providing electronic contract manufacturing solutions delivered to its customers via strategic business partnerships. This relationship is core to the outsourcing process, and once established, drives efficiency, cost savings and continuous process improvement. Their abilities encompass a wide variety of skills, beginning with your prototypes and culminating in the ongoing manufacturing of a complete product or assembly. Turnkey solutions are tailored around each customer's specific requirements. Pursuant to the QCA SPA, the Company, QCA, and the QCA Sellers agreed on the terms pursuant to which the Company would purchase from the QCA Sellers all of the outstanding shares of common stock of QCA (the “QCA Shares”). The purchase price to be paid by the Company for the QCA Shares consists of cash, and a convertible promissory note. The “Cash Consideration” to be paid is the aggregate amount of $3,000,000, with $1,650,000 being paid to Mr. Moss, and $1,350,000 being paid to Mr. Hargreaves. The “Promissory Note Consideration” will consist of a secured promissory note (the “Quality Circuit Assembly Note”) in the amount of $2,000,000, secured by a subordinated security interest in the assets of QCA. Additionally, the Sellers will have the opportunity to convert the Quality Circuit Assembly Note into shares of the Company’s Class A common stock at a conversion price of $1 per share after 12 months. The Quality Circuit Assembly Note will bear interest at 5%, and will be payable in full on the 36-month anniversary of the closing date of the transaction (namely, April 1, 2019). The Company also agreed to hire Terry Protto as the QCA Division President: Mr. Protto is a senior executive and entrepreneur with more than thirty years of senior executive management experience in several industries. Mr. Protto is a university graduate in business and law. He is a former field grade US Army officer, and received an ROTC scholarship. He has worked as an entrepreneur and as a small business owner. He is a Strategic planner and a highly effective tactician. His special interest and skills include being a business owner in the People's Republic of China, Taiwan and Hong Kong. He speaks functional Mandarin, Spanish and Italian. In the QCA SPA, Mr. Moss and Mr. Hargreaves acknowledged and agreed that their entry into consulting agreements with the Company was an integral part of the transaction contemplated by the QCA SPA. As such, Mr. Moss and Mr. Hargreaves agreed to enter into consulting agreements with the Company and QCA, and continue to work with QCA for a period of time agreed upon by the Company and Mr. Moss and Mr. Hargreaves. On March 31, 2016, the Company announced that the Company and QCA had closed the transaction, and that the Company had completed the acquisition of QCA pursuant to the terms discussed above, effective as of April 1, 2016. As a result of the acquisition, QCA became a direct, wholly owned subsidiary of the Company. Sale/Leaseback Transaction On December 22, 2015, the Company entered into a purchase agreement to acquire a piece of real property with improvements (commercial building) in San Diego, CA, located at 3615 Kearny Villa Road, San Diego, CA 92123 (the “Property”) for $3,895,000. On February 5, 2016, the Company and AAE Pacific Park & Associates entered into a buy-sell agreement for the Property for $7,000,000. On March 31, 2016, the Company completed the funding for the purchase of the Property for $3,895,000, effective April 1, 2016, and immediately sold that property to AAE Pacific Park and Associates for $7,000,000. As a part of that purchase and sale of the Property, the Company paid $3,000,000 to the owners of QCA as the payment of the cash component under the QCA SPA described above. The Company also immediately entered into a 15-year lease on the Property with QCA. Also at the closing of the QCA SPA and the purchase and sale of the Property, Celtic Capital lent QCA $1,077,500 to pay for various fees and items required to close the sale of the property and the purchase of the business. The lease payment is $46,666.67 per month. Issuance of Unregistered Equity Securities Subsequent to March 31, 2016, the Company issued an additional 1,550,000 shares of its Class A common stock. All of the 1,550,000 shares were issued in connection with employee and consultant compensation arrangements.

Note 2 - Summary of Significa16

Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2016
Policies
Basis of Presentation	Basis of presentation The accompanying financial statements present the balance sheets, statements of operations, stockholders’ deficit and cash flows of the Company. The financial statements have been prepared in accordance with U.S. GAAP.

Note 2 - Summary of Significa17

Note 2 - Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	3 Months Ended
	Mar. 31, 2016
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.

Note 2 - Summary of Significa18

Note 2 - Summary of Significant Accounting Policies: Cash, Policy (Policies)	3 Months Ended
	Mar. 31, 2016
Policies
Cash, 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.

Note 2 - Summary of Significa19

Note 2 - Summary of Significant Accounting Policies: Inventory (Policies)	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 and December 31, 2015 was finished goods inventory.

Note 2 - Summary of Significa20

Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)	3 Months Ended
	Mar. 31, 2016
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.

Note 2 - Summary of Significa21

Note 2 - Summary of Significant Accounting Policies: Earnings Per Share Policy, Basic (Policies)	3 Months Ended
	Mar. 31, 2016
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.

Note 2 - Summary of Significa22

Note 2 - Summary of Significant Accounting Policies: Share-based Compensation, Option and Incentive Plans Policy (Policies)	3 Months Ended
	Mar. 31, 2016
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”) Accounting Standards Codification (“ASC”) 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment is reached or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Note 2 - Summary of Significa23

Note 2 - Summary of Significant Accounting Policies: Income Tax, Policy (Policies)	3 Months Ended
	Mar. 31, 2016
Policies
Income Tax, Policy	Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Note 2 - Summary of Significa24

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)	3 Months Ended
	Mar. 31, 2016
Policies
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, AutoTek, Incorporated (“AutoTek”). The results of operations for AutoTek have only been included since February 4, 2016, the date of the closing of the asset purchase transaction and the acquisition of ownership of the shares of common stock of AutoTek. All intercompany transactions and balances have been eliminated in consolidation.

Note 2 - Summary of Significa25

Note 2 - Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies)	3 Months Ended
	Mar. 31, 2016
Policies
New Accounting Pronouncements, Policy	Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“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): Amendments to the Consolidation Analysis. In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (FAS 13) Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

Note 4 - Notes Payable, Relat26

Note 4 - Notes Payable, Related Parties: Schedule of Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2016
Tables/Schedules
Schedule of Notes Payable	March 31, December 31, 2016 2015 Note payable; non-interest bearing; due upon demand; unsecured $ 92,100 $ 95,100 Note payable; non-interest bearing; due upon demand; unsecured 15,000 15,000 Note payable; non-interest bearing; due upon demand; unsecured 1,535 1,535 $ 108,635 $ 111,635

Note 5 - Convertible Notes Pa27

Note 5 - Convertible Notes Payable, Including Related Parties: Schedule of Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2016
Tables/Schedules
Schedule of Convertible Notes Payable	Convertible notes payable at March 31, 2016, and December 31, 2015, consisted of the following: March 31, December 31, 2016 2015 Outstanding principal amount due under convertible note payable agreements $ 294,350 $ 330,850 Debt discount (162,422) (271,532) $ 131,928 $ 59,318 A rollforward of the convertible notes payable is provided below: Balance outstanding, December 31, 2015 $ 59,318 Issuance of convertible notes payable 8,500 Conversion of note payable to common stock - related party (25,000) Conversion of note payable to common stock (20,000) Beneficial conversion feature recognized (8,500) Amortization of debt discount 117,610 Balance outstanding, March 31, 2016 $ 131,928

Note 9 - Business Combination_

Note 9 - Business Combination: Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Tables)	3 Months Ended
	Mar. 31, 2016
Tables/Schedules
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination	Software $ 150,000 Accounts payable (83,620) Advances from stockholder (15,000) Purchase price $ 51,380

Note 9 - Business Combination29

Note 9 - Business Combination: Business Acquisition, Pro Forma Information (Tables)	3 Months Ended
	Mar. 31, 2016
Tables/Schedules
Business Acquisition, Pro Forma Information	Three Months Ended March 31, 2016 2015 Revenue $ 7,115 $ - Gross profit 7,033 - Operating loss (164,282) (8,562,117) Net loss (294,402) (8,562,117) Loss per share (0.00) (0.04)

Note 3 - Going Concern (Details

Note 3 - Going Concern (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Details
Accumulated Deficit	$ 14,299,449	$ 14,009,214

Note 4 - Notes Payable, Relat31

Note 4 - Notes Payable, Related Parties: Schedule of Notes Payable (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Notes payable, related parties	$ 108,635	$ 111,635
Notes Payable 1
Notes payable, related parties	92,100	95,100
Notes Payable 2
Notes payable, related parties	15,000	15,000
Notes Payable 3
Notes payable, related parties	$ 1,535	$ 1,535

Note 5 - Convertible Notes Pa32

Note 5 - Convertible Notes Payable, Including Related Parties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Details
Amortization of debt discounts	$ 117,610	$ 0

Note 5 - Convertible Notes Pa33

Note 5 - Convertible Notes Payable, Including Related Parties: Schedule of Convertible Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Details
Long-term Debt, Gross	$ 294,350		$ 330,850
DebtDiscountOnConvertibleNotesPayable	(162,422)		(271,532)
Convertible notes payable, net of discount of $162,422 and $271,532 (including related parties of $0 and $14,698)	131,928		$ 59,318
Proceeds from convertible notes payable	8,500	$ 0
Repayments of Convertible Debt	(25,000)
Conversion of note payable to common stock - related party	(20,000)
BeneficialConversionFeatureAssociatedWithConvertibleNotes	(8,500)
Amortization of debt discounts	$ 117,610	$ 0

Note 6 - Stockholders' Equity (

Note 6 - Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Details
Preferred stock shares authorized	5,000,000		5,000,000
Preferred stock par value	$ 0.0001		$ 0.0001
Stock Issued During Period, Shares, Acquisitions	150,000,000
Issuance of 150,000,000 shares of common stock for acquisition	$ 51,380	$ 0
Stock Issued During Period, Shares, Other	495,000
Stock Issued During Period, Shares, New Issues	5,882
Proceeds from the sale of common stock	$ 5,000	$ 0

Note 9 - Business Combination35

Note 9 - Business Combination: Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Issuance of 150,000,000 shares of common stock for acquisition	$ 51,380	$ 0
Computer Software, Intangible Asset
Issuance of 150,000,000 shares of common stock for acquisition	150,000
Accounts Payable
Issuance of 150,000,000 shares of common stock for acquisition	(83,620)
Advances from stockholder
Issuance of 150,000,000 shares of common stock for acquisition	$ (15,000)

Note 9 - Business Combination36

Note 9 - Business Combination: Business Acquisition, Pro Forma Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Details
Business Acquisition, Pro Forma Revenue	$ 7,115
Business Acquisition, Pro Forma Gross Profit	7,033
Business Acquisition, Pro Forma Operating Loss	(164,282)	$ (8,562,117)
Business Acquisition, Pro Forma Net Income (Loss)	$ (294,402)	$ (8,562,117)
Business Acquisition, Pro Forma Loss Per Share	$ 0	$ (0.04)