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Lower AS creates a cheaper tax liability..
They once had 500 million Authorized but reduced it for tax purposes.
Has the SEC responded to you about this info?
Point is this;
'With one exception. If such sales, in the aggregate since its last report filed under Item 3.02 or its last periodic report, whichever is more recent, constitute less than one percent (five percent for smaller reporting companies) of the number of shares outstanding of the class of equity securities sold, THEN the SEC reporting company NEED NOT make the disclosure."
Disclosure Requirements for Unregistered Sales
Under Item 3.02 of Form 8-K, SEC reporting companies must disclose unregistered sales of equity securities, with one exception. If such sales, in the aggregate since its last report filed under Item 3.02 or its last periodic report, whichever is more recent, constitute less than one percent (five percent for smaller reporting companies) of the number of shares outstanding of the class of equity securities sold, then the SEC reporting company need not make the disclosure.
https://www.clydesnow.com/blog/entry/sec-cracks-down-on-form-8-k-filing-failures
Well they did in January 2019, but I was wrong about it being related to Morris Sheet Metal back in November 2018 since they had Not acquired them yet.
Alpine 4 Technologie
ALPP
Delayed OTC Bulletin Board - Other OTC - 09/30 03:57:23 pm
0.017USD
-4.49%
ALPINE 4 TECHNOLOGIES LTD. : Other Events, Financial Statements and Exhibits (form 8-K)
01/11/2019 | 08:31 pm
Item 8.01 Other Information.
Execution of Securities Purchase Agreement; Acquisition of Morris Sheet Metal,
Inc., JT Spiral, Inc., Morris Enterprises, LLC, Morris Transportation, LLC.
On January 9, 2019, Alpine 4 Technologies Ltd., a Delawarecorporation (the
"Company"), announced that it had entered into a Securities Purchase Agreement
(the "SPA") with Morris Sheet Metal Corp., an Indiana corporation ("MSM"), JTD
Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation ("JTD
Spiral"), Morris Enterprises LLC, an Indiana limited liability company ("Morris
Enterprises") and Morris Transportation LLC, an Indiana limited liability
company ("Morris Transportation" and, with MSM, JTD Spiral, and Morris
Enterprises, each a "Company" and, collectively, the "Companies"), and James
Morris, Daniel Morris and Timothy Morris (each a "Seller," and collectively, the
"Sellers").
The total consideration for the Shares paid was $6,600,000 (the "Purchase
Price"), which is the sum of the Cash Consideration paid at Closing, by wire
transfer of immediately available funds to the accounts designated by Sellers,
and the Promissory Note Consideration.
The "Cash Consideration" shall be $3,150,000, less any Long-Term Liability of
Morris Enterprises satisfied by Buyer at Closing.
"Note Consideration" A Long Term Note will be issued in favor of Sellers only,
from Morris Sheet Metal, Corp and shall consist of a Secured Promissory Note to
James Morris in the amount of $1,033,333.33 and a Secured Promissory Note to
Timothy Morris in the amount of $1,033,333.33 and a Secured Promissory Note to
Daniel Morris in the amount of $1,033,333.33 (the "Notes"), in substantially the
form set forth in Exhibit B hereto, secured by a subordinated security interest
in the assets listed in Exhibit C of the Company (the "Security Agreement") in
substantially the form set forth in Exhibit D hereto. The Parties agree that the
terms of the Notes shall include the following: (i) the Notes shall be secured
by a subordinated security interest in the Assets of the Company; (ii) the
principal shall bear interest at 4.25%; (iii) the Notes will be amortized over
10 years and have a balloon payment on the 36 month anniversary of the Effective
Date of this Agreement, (iv) the Notes will be guaranteed by the Buyer; (v)
provided, however, that in the event the post-closing EBITDA of MSM exceeds
$1,500,000 by the twelve (12) month anniversary of the closing of the
Transaction, Buyer shall be obligated to make a one-time payment to Sellers in
an amount equal to 50% of amount of the EBTIDA over $1,500,000. ("Accelerated
Note Payment"). Buyer's monthly payment obligations under the Notes shall not
be altered by the obligations to make, or not to make, an Accelerated Note
Payment. Sellers shall have a subordinated interest (for the purpose of
liquidation) in the Business until the Notes have been paid off. The Notes
shall be (i) secured by a second position lien on all assets of MSM, (ii)
subject to set-off by Buyer for any indemnification obligations of Sellers, and
(iii) accelerated upon any default or change of control of Companies after
closing of the Transaction.
"Supplemental Note Consideration"" shall be issued in favor of Sellers only,
shall consist of a Secured Promissory Note to James Morris in the amount of
$116,666.66 and a Secured Promissory Note to Timothy Morris in the amount of
$116,666.66 and a Secured Promissory Note to Daniel Morris in the amount of
$116,666.66 (the "Notes"), in substantially the form set forth in Exhibit B
hereto, secured by a subordinated security interest in the assets listed in
Exhibit C of the Company (the "Security Agreement") in substantially the form
set forth in Exhibit D hereto. The Parties agree that the terms of the Notes
shall include the following: (i) the Notes shall be secured by a subordinated
security interest in the Assets of the Company; (ii) the principal shall bear
interest at 4.25%; (iii) the Notes will be due on the 12 month anniversary of
the Effective Date of this Agreement, (iv) the Notes will be guaranteed by the
Buyer
The one in November 2018 seems like a familiar number to one of the parties involved in the Morris Sheet Metal Acquisition..
Give me some time and I might be able to find out for certain who owns a few of them.
Okay, I'm aware that the insiders employeed by ALPP have given money to the company..
The so called "undisclosed" notes that HS is complaining about is more than likely held by the Sellers announced in the acquisition filings. Sellers of American Precision Fabricators, Morris Sheet Metals, etc.
Note holders are the people who sold their companies in those acquisitions.. So yes insider parties related to the acquisition.
It's a skinny wall.. Unless larger chucks are waiting at .018
The reward here at this current low price of .017 Significantly crushes the risk!
I did Not get any C shares either BECAUSE I didn't buy ALPP until the end of July..
Relatively new company to me and new risk/reward compared to my typical "fundamentals" junior mining investments.
Fair Value here looks to be 10 cents or more (right now) and that is a great deal for a value investor/trader like me.
"As noted above, the Consent Period ends on July 5, 2019. The members of the Company’s Board of Directors will review the voting totals at the close of the Consent Period in making their determination of whether to proceed with the filing of the Amendment and the implementation of the Reverse Stock Split."
https://ih.advfn.com/stock-market/USOTC/alpine-4-technologies-ltd-ALPP/stock-news/80140736/proxy-statement-notice-of-shareholders-meeting-p
Why are they calling the creation of class C shares a "reverse stock split" there?
Nothing in that preliminary proxy statement formally proposes matters relating to another reverse stock split..
I did Notice that they created 10 million Class C shares, but only 7 million + were eventually issued..
So It must be nice for management Just To Aquire the remaining 2-3 million.
Didn't realize the price traded that high once upon a time..
Indeed, most scam stocks have a similar chart.
AND all those AutoTek shareholders who sold to whoever the unlucky buyers were.. Made out really good.
Way overvalued back then!
Here is their number that they list on their Facebook page..
(480) 409-2123
QCA video published in 2017
Low Volume though, traders are going to lose their shares eventually.
Invest in ALPP up to 10 cents a share folks! Buying more up to a price of 10 pennies per share, that's what I'm thinking.
It's at least worth a $10 million "fair" market cap.
Is it a 10 million dollar company? Yes, in its current state.
When will it be worth $100 million?
When they generate 50 - 75 million dollars in revenue and make at least $2 million in profit.
OR 75 - 100 million bucks in revenue and on a clear path to profitability.
I do appreciate your concern for ALPP investors and your private message to me.
Many of us are attracted to the reward that this company presents if it's legitimate, successful, and isn't forced to file for bankruptcy.
If the company is a scam then they have guts showing their faces everywhere, doing interviews..etc
Lots of OTC scam companies don't even post pictures of management on their own websites.
Did Kent respond with the requested information back in 2015?
$300 worth sold to the low bids.. bids from people who will probably resell for a $50 gain..
The total amount of shares traded daily seems to be disappearing into the accounts of investors OR flippers who want bigger gains.
Link to APF Facebook page
https://m.facebook.com/AmericanPrecisionFabricators/
Good point..
If ALPP acquires two companies by the end of Q3.. Can they only count the revenue earned in Q4 on 2019s annual report 10-K? OR are they allowed to recognize all revenue earned in 2019 from these two newly acquired companies?
It's true that in the past.. 95% of the time.. Kent's future revenue projections are always way too high.. He basis it on acquisitions that he knows aren't guaranteed to take place.
$100 million in revenue for the end of 2020... yeah right, let's see it.
It's not up to us to have faith in his execution, but it's up to him to execute faithfully.
Well it sounds like you're going to sell early when/if it does go up.
One form of debt creates more dilution whereas traditional debt may prevent the company from needing to raise their Authorized and Outstanding shares total.
They have already reported $13.6 million in revenue for the 6 months ending June 30th.
Yeah it wasn't IPO related.. it was that they were unlisted and were waiting for FINRA to clear them. Once FINRA cleared their form 211, they began trading on the otcQB exchange.. Although, they actually wanted to make the otcQX.. which didn't happen.
The initial price range for their stock was set by their market maker MCAP at $5 - $10.
https://www.sec.gov/Archives/edgar/data/1606698/000109690617000068/exhibit99_1.htm
https://www.sec.gov/Archives/edgar/data/1606698/000109690616002104/exh99_1.htm
I dont know what's funny, but the information being brought up by myself is done so in an objective manner.. not Negatively, and it is good to know.
It was stock equity being counted as expenses.. Their shares were clearly overpriced in 2015 especially when they decided to give themselves 16 million shares.
They had a reverse split 1 for 10 in/around 2017 so technically those shares count as 1.6 million today.
Wow really?
Knock it down to .001 by the end of December 2019
You got ripped off in 2015 as soon they gave themselves 16 million shares of stock.. stock that had a fair value of 50 cents per share at the time.
Good point, but it's a real company with almost 21 million in annual revenue..
http://www.buzzfile.com/business/Q-C-A-408-441-1001
http://qcamfg.com/
It definitely is not meaningless to understand the numbers that affect the Accumulated Deficit up until today..
The total deficit of $32 million (I think) has at least $8 million worth of it based on stock equity and Not actual cash. That will be the case until they sell all of those 16 million shares..
It really only counts against them (as true debt) if they tried to purchase those shares back and put them in their Treasury or retire them.
In that case, the Company would have to actually spend money, and it would basically equate to giving money away to their own employees. According to my understanding.. but hey let me start my own company and give myself stock after IPOs and before I generate real revenue lol.
Yes and that is the point.. It was a response to HS to help explain what those $8 million and soon to be $13 million in administrative expenses were for.
And HS was sort of right pointing out that what they did seems like what the familiar OTC SCAM company would do..
However, most of that money is just stock equity, which at the time, their stock had an inflated (imo) value of 50 cents per share based on "prior sales of the company's common stock for cash."
And my DD continues......
It's important to know that $8 million of expenses back in 2015 was based on issuing 16 million shares to company consultants. At the time it had a fair value of 50 cents per share and that was based off "prior sales of the company's common stock for cash"..
What that info screams to me is that ALPP wasn't meant to be trading in the dollar range historically but they should have been trading for pennies.. BECAUSE No way should they have given themselves $8 million worth of equity!
Yet if the future stock price trades in the dollar range due to success then so be it.
Now, I'm very interested in researching insider ownership status since the beginning of ALPP.
"The Company is authorized to issue 500,000,000 shares of $.0001 par value common stock. As of June 30, 2015, and December 31, 2014, 67,301,624 and 85,050,390 shares, respectively, were issued and outstanding.
During the six months ended June 30, 2015, the Company issued 16,816,000 shares of common stock to consultants and professional of the Company for services rendered. The value of the shares issued of $8,408,000 was the fair value of the Company’s common stock at the date of issuance which is based on prior sales of the Company’s common stock for cash.
Also, during the six months ended June 30, 2015, the Company issued 59,232 shares of the Company’s restricted common stock in private placement transactions to investors, in exchange for capital raised of approximately $38,500. The shares of common stock were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.
Additionally, as noted below, on April 29, 2015, in connection with his resignation (discussed in more detail below), Mr. Battaglini agreed to the cancellation of 34,623,998 shares of the Company’s common stock owned by him. Following such cancellation, he owned 20,602,002 shares of the Company’s restricted common stock."
"General and administrative expenses
Our general and administrative expenses for the three and six months ended June 30, 2015, were $50,467 and $8,597,792. For the six months ended June 30, 2015, $8,408,000 of our general and administrative expenses was a non-cash expense related to the issuance of our common stock for services. For the period from April 22, 2014 to June 30, 2014, our general and administrative expenses were $3,169. The significant increase in general and administrative expenses is due to the issuance of common stock for services and the expansion of our business in 2015. We expect that our general and administrative expenses will increase significantly over the next 12 months as we ramp up our operations. As Alpine 4 increases its advertising and brand and product/service awareness campaigns beginning in the first half of 2015, and as Alpine 4 hires additional personnel as needed and as operations permit, management anticipates that such actions will result in significantly increased expenses to the Company. The addition of more dealerships also will increase expenses relating to installations, customer management, and operational costs."
20 grand meaning $20,000
.001 by end of year..
Sweet.. Maybe I'll get 20 grand ready and buy like 20% of the company shares right before 2020.