U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017

[   ] Transition Report under Section 13 or 15(d) of the Exchange Act

For the Transition Period from ________to __________

Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2022.

Transition Report under Section 13 or 15(d) of the Exchange Act

For the Transition Period fromto

 

Commission File Number: 333-197642000-55586

 

Alpha Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Colorado

90-1020566

90-1020566

(State of other jurisdiction of

(I.R.S. Employer

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

600 17th Street, 2800 South

Denver, CO

80202

(Address of principal executive offices)

(Zip

14143 Denver West Parkway, Suite 100,

Golden, CO 80401

(Address of principal executive offices) (Zip Code)

 

Registrant's Phone:970-568-6862 800-819-0604

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [   ] No [X]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒ No ☐

 

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ]

Smaller reporting company

[X]

Emerging Growth companyCompany 

[   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

 

AsThe number of November 10, 2017,shares outstanding of the issuer had 17,016,428 shares ofregistrant’s common stock, issued and outstanding.par value $0.001 per share, as of August 18, 2022, was 18,824,106.


1


 

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

1213

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

1415

Item 4.

Controls and Procedures

1415

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

15

Item 1A.

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Submission of Matters to a Vote of Security HoldersMine Safety Disclosures

15

Item 5.

Other Information

15

Item 5.6.

Other InformationExhibits

1516

Item 6.

Exhibits

16


2


ITEM 1. FINANCIAL STATEMENTS

 

ALPHA ENERGY, INC.

Unaudited Financial Statements

September 30, 2017


3


ALPHA ENERGY, INC.

Unaudited Financial Statements

September 30, 2017

 

Page(s)

UnauditedConsolidated Balance Sheets as(unaudited)

4

Consolidated Statements of September 30, 2017 and December 31, 2016Operations (unaudited)

5

UnauditedConsolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016Stockholders' Deficit (unaudited)

6

UnauditedConsolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016(unaudited)

7

Notes to the UnauditedConsolidated Financial Statements (unaudited)

8


Alpha Energy, Inc.

Consolidated Balance Sheets

(Unaudited)


4


ALPHA ENERGY, INC.

BALANCE SHEETS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

September 30, 2017

 

December 31, 2016

ASSETS

Current assets

 

 

 

 

 

 

Cash

$

17,117

 

$

453

 

Other current asset

 

943

 

 

-

Total current assets

 

18,060

 

 

453

 

 

 

 

 

 

 

 

Oil and gas lease, unproved, full cost

 

-

 

 

2,924

 

Oil and gas lease, proved

 

-

 

 

8,326

 

 

 

 

 

 

 

Total assets

$

18,060

 

$

11,703

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S DEFICIT

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

$

16,119

 

$

17,571

 

Interest payable

 

1,686

 

 

-

 

Derivative liability

 

156,504

 

 

-

 

Notes payable, related party

 

9,780

 

 

17,855

Total current liabilities

 

184,089

 

 

35,426

 

 

 

 

 

 

 

 

Convertible credit line payable – related party, net of discount of $82,726 and $0, respectively

 

2,640

 

 

-

 

Asset retirement obligation

 

617

 

 

567

Total liabilities

 

187,346

 

 

35,993

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding

 

-

 

 

-

 

Common stock, $0.0001 par value; 65,000,000 shares authorized; 17,016,428 issued and outstanding at September 30, 2017 and December 31, 2016, respectively

 

1,702

 

 

1,702

 

Additional paid in capital

 

92,278

 

 

92,278

 

Accumulated deficit

 

(263,266)

 

 

(118,270)

Total stockholders' deficit

 

(169,286)

 

 

(24,290)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

18,060

 

$

11,703

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.


  

June 30, 2022

  

December 31, 2021

 
         
         

Assets

        

Current assets:

        

Cash and cash equivalents

 $1,092,748  $217 

Joint interest billing receivable

  7,890   0 

Prepaid assets and other current assets

  25,000   23,750 

Total current assets

  1,125,638   23,967 
         

Noncurrent assets:

        

Oil and gas property, unproved, full cost

  902,089   145,791 
         

Total assets

 $2,027,727  $169,758 
         

Liabilities and Stockholders' Deficit

        
         

Current liabilities:

        

Accounts payable and accrued expenses

 $393,681  $270,250 

Accounts payable and accrued expenses - related parties

  203,484   228,668 

Interest payable

  79,248   77,563 

Advances from related parties

  0   628,550 

Note payable - related party

  0   65,000 

Subscription liability

  1,761,570   0 

Derivative liability

  341,306   145,041 

Convertible note payable

  1,210,000   1,210,000 

Total current liabilities

  3,989,289   2,625,072 
         

Convertible credit line payable – related party, net of discount of $7,856 and $11,100, respectively

  160,472   157,228 

Senior secured convertible notes payable, related party, net of discount of $172,778

  1,147,181   0 

Asset retirement obligation

  918   918 

Total liabilities

  5,297,860   2,783,218 
         

Commitments and contingencies

          
         

Stockholders' deficit:

        

Preferred stock, 10,000,000 shares authorized:

        

Series A convertible preferred stock, $0.001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding

  0   0 

Common stock, $0.001 par value, 65,000,000 shares authorized and 18,824,106 shares issued and outstanding

  18,824   18,824 

Additional paid-in capital

  2,853,634   2,739,634 

Accumulated deficit

  (6,142,591)  (5,371,918)

Total stockholders' deficit

  (3,270,133)  (2,613,460)
         

Total liabilities and stockholders' deficit

 $2,027,727  $169,758 

5


ALPHA ENERGY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

2017

 

2016

 

2017

 

2016

Revenues

$

955

 

$

-

 

$

2,383

 

$

-

Lease operating expenses

 

1,034

 

 

-

 

 

2,480

 

 

-

Gross margin

 

(79)

 

 

-

 

 

(97)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Professional services

 

20,910

 

 

7,465

 

 

53,320

 

 

15,915

 

General and administrative

 

550

 

 

2,200

 

 

4,225

 

 

2,315

 

Impairment loss

 

-

 

 

-

 

 

11,250

 

 

-

Total operating expenses

 

21,460

 

 

9,665

 

 

68,795

 

 

18,230

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(21,539)

 

 

(9,665)

 

 

(68,892)

 

 

(18,230)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(5,727)

 

 

(300)

 

 

(6,966)

 

 

(921)

 

Loss on initial measurement of derivative liability

 

(2,912)

 

 

-

 

 

(2,912)

 

 

-

 

Loss on fair market value of derivative liability

(66,226)

 

 

-

 

 

(66,226)

 

 

-

Total other expense

 

(74,865)

 

 

(300)

 

 

(76,104)

 

 

(921)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(96,404)

 

$

(9,965)

 

$

(144,996)

 

$

(19,151)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

$

(0.01)

 

$

(0.00)

 

$

(0.01)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, basic and diluted

 

17,016,428

 

 

16,866,428

 

 

17,016,428

 

 

16,866,428

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.


See accompanying notes to the unaudited consolidated financial statements.

6


ALPHA ENERGY, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

2017

 

2016

Cash flows from operating activities

 

 

 

 

 

 

 

Net loss

$

(144,996)

 

$

(19,151)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Debt discount amortization

 

4,640

 

 

-

 

 

Excess fair market value of initial measurement of derivative liability

 

2,912

 

 

-

 

 

Loss on fair market value of derivative liability

 

66,226

 

 

-

 

 

Impairment loss

 

11,250

 

 

-

 

 

Asset retirement obligation expense

 

50

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

(943)

 

 

-

 

 

Accounts payable

 

1,178

 

 

4,962

 

 

Interest payable

 

1,686

 

 

-

Net cash used in operating activities

 

(57,997)

 

 

(14,189)

 

Cash flows from investing activities

 

 

 

 

 

Advance to related party

 

(445)

 

 

-

Repayment from related party

 

445

 

 

-

Net cash used in investing activities

 

-

 

 

-

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from notes payable

 

87,366

 

 

-

 

 

Payments on convertible credit line payable – related party

 

(2,000)

 

 

-

 

 

Proceeds from related party loans

 

8,031

 

 

14,300

 

 

Repayments of related party loans

 

(18,736)

 

 

-

Net cash provided by financing activities

 

74,661

 

 

14,300

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

16,664

 

 

111

 

 

Cash, beginning of period

 

453

 

 

116

 

 

Cash, end of period

$

17,117

 

$

227

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

Cash paid for interest

$

-

 

$

-

 

Cash paid for income taxes

$

-

 

$

-

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash financing activities

 

 

 

 

 

 

Payment of expenses by related party on behalf of the Company

$

2,630

 

$

-

 

Debt discount on convertible credit line payable – related party

$

87,366

 

$

-

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.



7


Alpha Energy, Inc.

Consolidated Statements of Operations

For the three and six months ended June 30, 2022 and 2021

(Unaudited)

ALPHA ENERGY, INC.

  

June 30, 2022

  

June 30, 2021

  

June 30, 2022

  

June 30, 2021

 
                 

Oil and gas sales

 $5,239  $0  $5,239  $0 
                 

Lease operating expenses

  47,558   0   49,434   0 

Gross loss

  (42,319)  0   (44,195)  0 
                 

Operating expenses:

                

Professional services

  61,005   35,643   209,693   47,562 

Board of director fees

  36,000   48,000   84,000   96,000 

General and administrative

  215,264   129,318   364,594   358,821 

Gain on settlement of accounts payable

  0   0   0   (120,250)

Total operating expenses

  312,269   212,961   658,287   382,133 

Loss from operations

  (354,588)  (212,961)  (702,482)  (382,133)
                 

Other income (expense):

                

Interest expense

  (54,916)  (35,675)  (80,402)  (109,587)

Gain (loss) on change in fair value of derivative liabilities

  14,969   (18,403)  12,211   (5,099)

Total other income (expense)

  (39,947)  (54,078)  (68,191)  (114,686)
                 

Net loss

 $(394,535) $(267,039) $(770,673) $(496,819)
                 

Loss per share:

                

Basic

 $(0.02) $(0.01) $(0.04) $(0.03)

Diluted

 $(0.02) $(0.01) $(0.04) $(0.03)
                 

Weighted average shares outstanding:

                

Basic

  18,824,106   18,309,939   18,824,106   18,249,450 

Diluted

  19,256,426   18,309,939   19,256,426   18,249,450 

See accompanying notes to the unaudited consolidated financial statements.


Alpha Energy, Inc.

Consolidated Statements of Stockholders' Deficit

For the six months ended June 30, 2022 and 2021

(Unaudited)

  

Common Stock

  

Additional

  

Accumulated

  

Total

Stockholders'

 
  

Shares

  

Amount

  

Paid-in Capital

  

Deficit

  

Deficit

 
                     

Balance, December 31, 2021

  18,824,106  $18,824  $2,739,634  $(5,371,918) $(2,613,460)
       .             

Stock-based compensation

  0   0   63,000   0   63,000 
                     

Net loss

  -   0   0   (376,138)  (376,138)
                     

Balance, March 31, 2022

  18,824,106   18,824   2,802,634   (5,748,056)  (2,926,598)
                     

Stock-based compensation

  0   0   51,000   0   51,000 
                     

Net loss

  -   0   0   (394,535)  (394,535)
                     

Balance, June 30, 2022

  18,824,106  $18,824  $2,853,634  $(6,142,591) $(3,270,133)
                     

Balance, December 31, 2020

  18,145,428  $18,145  $2,061,635  $(4,301,180) $(2,221,400)
                     

Stock issued for settlement of liabilities

  90,000   90   89,910   0   90,000 
                     

Stock-based compensation

  48,000   48   47,952   0   48,000 
                     

Net loss

  -   0   0   (229,780)  (229,780)
   -                 

Balance, March 31, 2021

  18,283,428   18,283   2,199,497   (4,530,960)  (2,313,180)
                     

Stock issued for cash

  5,000   5   4,995   0   5,000 
                     

Stock-based compensation

  63,000   63   62,937   0   63,000 
                     

Net loss

  -   0   0   (267,039)  (267,039)
   -                 

Balance, June 30, 2021

  18,351,428  $18,351  $2,267,429  $(4,797,999) $(2,512,219)

See accompanying notes to the unaudited consolidated financial statements.


Alpha Energy, Inc.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2022 and 2021

(Unaudited)

  

June 30, 2022

  

June 30, 2021

 
         
         

Cash flows from operating activities:

        

Net loss

 $(770,673) $(496,819)

Adjustments to reconcile net loss to net cash used in operating activities:

        

Stock-based compensation

  114,000   111,000 

Amortization of debt discount

  38,942   2,754 

(Gain) loss on change in fair value of derivative liabilities

  (12,211)  5,099 

Gain on settlement of accounts payable

  0   (120,250)

Write off of option contract associated with oil and gas properties

  0   85,500 

Asset retirement obligation expense

  0   38 

Default interest added to note payable

  0   50,000 

Changes in operating assets and liabilities:

        

Accounts receivable

  (7,890)  0 

Prepaid expenses and other current assets

  (1,250)  25,000 

Accounts payable

  111,332   63,692 

Accounts payable-related party

  (13,085)  55,511 

Interest payable

  17,863   28,999 

Net cash used in operating activities

  (522,972)  (189,476)
         

Cash flows from investing activities:

        

Acquisition of oil and gas property

  (756,298)  0 

Deposits for purchase of oil and gas properties

  0   (40,000)

Net cash used in investing activities

  (756,298)  (40,000)
         

Cash flows from financing activities:

        

Advances from related parties

  110,235   159,600 

Proceeds from note payable, related party

  0   65,000 

Proceeds from senior secured convertible notes payable, related party

  499,996   0 

Proceeds from the sale of common stock

  0   5,000 

Proceeds from unexecuted subscription agreements

  1,761,570   0 

Net cash provided by financing activities

  2,371,801   229,600 
         

Net change in cash and cash equivalents

  1,092,531   124 
         

Cash and cash equivalents, at beginning of period

  217   0 
         

Cash and cash equivalents, at end of period

 $1,092,748  $124 
         

Supplemental disclosures of cash flow information:

        

Cash paid for interest

 $23,596  $27,834 

Cash paid for income taxes

 $0  $0 
         

Supplemental disclosure of non-cash investing and financing activities:

        

Expenses paid on behalf of the Company by related party

 $0  $13,244 

Oil and gas payments made by related party on behalf of the Company

 $0  $65,500 

Stock issued for settlement of accounts payable

 $0  $90,000 

Debt discount on senior secured convertible notes payable - related party

 $208,476  $0 

Advances and other liabilities converted to senior secured convertible notes payable, related party

 $819,963  $0 

See accompanying notes to the unaudited consolidated financial statements.


Alpha Energy, Inc.

Notes to Unauditedthe Consolidated Financial Statements

September 30, 2017(Unaudited)

 

NOTE 1 BASIS OF PRESENTATION

 

The accompanyinginterim unaudited interimconsolidated financial statements have been prepared byin accordance with accounting principles generally accepted in the Company without audit. United States and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2021 and 2020 which are included on the Form 10-K filed on April 4, 2022. In the opinion of management, all adjustments (whichwhich include only normal recurring adjustments)adjustments, necessary to present fairly the financial position, results of operations, and cash flows as of September 30, 2017, and for allthe periods presented herein,shown have been made.

reflected herein. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the operating results for the full year. Certain information and footnote disclosures normally includedwhich would substantially duplicate the disclosures contained in the audited consolidated financial statements preparedfor the years ended December 31, 2021, and 2020 have been omitted.

Principles of Consolidation

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Alpha Energy Texas Operating, LLC. All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in accordanceconformity with accounting principles generally accepted in the United States of America have been omitted. Notesrequires management to make estimates and assumptions that affect the financial statements which would substantially duplicatereported amounts of assets and liabilities at the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. It is suggested that these unaudited interim financial statements be read in conjunction withdate of the financial statements and notes thereto includedthe reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the Company’s December 31, 2016 auditedperiod in a timely manner to produce financial statements. Thestatements which present fairly the financial condition, results of operations and cash flows of the company for the three and nine months ended September 30, 2017 are not necessarily indicative of the operating results for the full year.respective periods being presented.

 

Related party policy

Basic and Diluted Loss per share

 

InNet loss per share is provided in accordance with FASB ASC 850,260-10, “Earnings (Loss) per Share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the Company discloses:weighted average number of common shares outstanding during the nature ofperiod. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the related party relationship(s) involved; a description ofperiod. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the transactions, including transactionsthree and six months ended June 30, 2022 and 2021, there were 263,992 and 0 shares issuable from the senior secured convertible notes payable and 168,328 and 148,328 shares issuable from the convertible credit line payable which were considered for their dilutive effects but were determined to which no amounts or nominal amounts were ascribed, for each ofbe anti-dilutive due to the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.Company’s net loss, respectively.

 

Revenue recognitionThe reconciliation of basic and diluted loss per share is as follows:

  

Three months ended

  

Six months ended

 
  

June 30, 2022

  

June 30, 2021

  

June 30, 2022

  

June 30, 2021

 
                 

Basic net loss

 $(394,535) $(267,039) $(770,673) $(496,819)

Add back: (Gain) loss on change in fair value of derivative liabilities

  (14,969)  18,403   (12,211)  5,099 

Diluted net loss

 $(409,504) $(248,636) $(782,884) $(491,720)
                 

Basic and dilutive shares:

                

Weighted average basic shares outstanding

  18,824,106   18,309,939   18,824,106   18,249,450 

Shares issuable from convertible credit line payable

  168,328   0   168,328   0 

Shares issuable from senior secured convertible notes payable

  263,992   0   263,992   0 

Dilutive shares

  19,256,426   18,309,939   19,256,426   18,249,450 
                 

Loss per share:

                

Basic

 $(0.02) $(0.01) $(0.04) $(0.03)

Diluted

 $(0.02) $(0.01) $(0.04) $(0.03)

8

Fair Value of Financial Instruments

 

The Company records revenues fromapplies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the sales of natural gas and crude oil when the production is produced and sold, and also when collectability is ensured.financial statements. The Company maydefines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the future have an interest with other producers in certain properties,measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which case the Company willwould transact and the market-based risk measurements or assumptions that market participants would use in pricing the sales methodasset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to account for gas imbalances. Under this method, revenue will be recorded onmeasure fair value into three levels and bases the basiscategorization within the hierarchy upon the lowest level of natural gas actually sold byinput that is available and significant to the Company. The Company also reduces revenue for other owners’ natural gas sold by the Company that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company’s remaining over- and under-produced gas balancing positions are considered in the Company’s proved oil and natural gas reserves. The Company had no gas imbalances at September 30, 2017 or December 31, 2016.fair value measurement:

 

ImpairmentLevel 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregatecarrying amount of the presentCompany’s financial instruments consisting of cash and cash equivalents, accounts payable, notes payable and convertible notes approximates fair value due either to length of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of costmaturity or interest rates that approximate prevailing market value of unproved properties includedrates unless otherwise disclosed in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period. During the year ended December 31, 2016, the Company evaluated the future production of its leases through the termination of each lease. Through its analysis, the Company determined the present value of future production was less than the carrying value of the leases on the balance sheet. The Company recorded an impairment loss of $35,432 during the years ended December 31, 2016. The Company performed an additional analysis during the nine months ended September 30, 2017 and determined its proved and unproved properties were fully impaired and recorded an impairment loss of $11,250 during the nine months ended September 30, 2017.these financial statements.

 

Derivative Liabilities

Reclassification

Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

Recently Issued Accounting Standards Not Yet Adopted

 

The Company recordshas reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that there are no recently issued accounting pronouncements that will have a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes.significant effect on its financial statements.


8



NOTE 2 GOING CONCERN

 

The Company’s interim unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has minimal cash or other current assets and does not yet have an established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of issuance of this report.concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 COMMON STOCK WARRANTS OIL AND GAS PROPERTIES

 

Through the year ended December 31, 2014, On June 30, 2020, the Company issued warrantsentered into an option Agreement with Progressive Well Service, LLC (“Progressive”) to acquire oil and gas assets in connectionLincoln and Logan Counties in Central Oklahoma. On March 9, 2022, the Company closed on the acquisition of 34 well bores and related assets under the PSA with common stock issued for cash.cash payments of $726,298. The Company is entitled to receive the proceeds of production from January 1, 2022 under the terms of the PSA and Progressive is required to operate the properties and transfer ownership and royalty decks to Company following table summarizes all stock warrant activity forone-month transition period. Under the nine months ended September 30, 2017:PSA we are obligated to make a further payment of three (3%) percent of the net revenue from new wells drilled until Progressive receives an additional $350,000.

 

 

Shares

 

 

Weighted- Average

Exercise Price

Per Share

Outstanding, December 31, 2016

 

 

240,000

 

 

$

0.125

Granted

 

 

-

 

 

 

-

Exercised

 

 

-

 

 

 

-

Forfeited

 

 

-

 

 

 

-

Expired

 

 

(240,000)

 

 

 

0.125

 

 

 

 

 

 

 

 

Outstanding, September 30, 2017

 

 

-

 

 

-

 

The weighted average remaining contractual lifeCompany entered into a Letter of options outstanding as of SeptemberIntent with Chicorica, LLC on December 13, 2018 and extended the agreement through March 4, 2022. On March 1, 2022, the Company entered into an extension agreement with Chicorica to extend the Closing through August 5, 2022. In return, the Company must pay $30,000 by April 1, 2022, $35,000 by July 8, 2022 and $30,000 by August 5, 2022. During the six months ended June 30, 2017 and December 31, 2016, was approximately 0.00 and 0.20 years, respectively. The exercise price of these options was $0.125 and 2022, the intrinsic value ofCompany paid $30,000 related to the options as of September 30, 2017 and December 31, 2016 is $0.00, respectively.extension agreement.

NOTE 4 RELATED PARTY TRANSACTIONS

 

NOTE 4 – RELATED PARTY TRANSACTIONSAdvances from Related Party

 

During the nine months ended September 30, 2017, theThe Company borrowed $8,031 and made repayments on short term related party loans payable of $18,736. During the nine months ended September 30, 2017,received advances from AEI Management, Inc., a Company owned by a significant shareholder, made payment of $2,630 for expenses on behalf oftotaling $88,956 and $133,844 during the Company.six months ended June 30, 2022 and 2021, respectively. The advances are unsecured, non-interest bearing and dueare payable on demand. ThereDuring the six months ended June 30, 2022, the Company repaid $10,000 of the advances and converted $413,206 of advances to a senior secured convertible note due February 24, 2024.

The Company received advances from Jay Leaver, President of the Company, totaling $31,280 and $104,500 during the six months ended June 30, 2022 and 2021, respectively. The advances are unsecured, non-interest bearing and is payable on demand. During the six months ended June 30, 2022, the Company converted $325,580 of advances to a senior secured convertible note due February 24, 2024.

As of June 30, 2022 and December 31, 2021, there was $9,780$0 and $17,855$628,550 of short-term advances due to related parties, as of September 30, 2017 and December 31, 2016, respectively.

 

During the nine months ended SeptemberAccounts Payable and Accrued Expenses - Related Parties

As of June 30, 2017, the Company made advances to2022, there was $203,484 of accounts payable related parties which consisted of $445 which were repaid during the same period. The advances are non-interest bearing and$203,484 due on demand. Thereto Leaverite Exploration, Inc. d/b/a Leaverite Consulting (“Leaverite Exploration”), a corporation wholly-owned by our President, Jay Leaver pursuant to a consulting agreement.

As of December 31, 2021, there was $0 due from$228,668 of accounts payable related parties aswhich consisted of September 30, 2017$203,484 due to Leaverite Exploration, $4,394 due to former CFO John Lepin, $10,000 due Kelloff Oil &Gas, LLC, a limited liability company and December 31, 2016, respectively.$5,790 due to Staley Engineering LLC for consulting services.

 

10

Fred Ziegler, who is the spouse of our President, Karen Ziegler, is an unpaid consultant for the Company. Although uncompensated and not having direct ownership of stock, he has the ability to exercise significant influence over the Company given the personal relationship with one of our officers.


9


During the nine months ended September 30, 2017, the majority owners of the Company sold their stock in a private transaction to AEI Acquisition Company, LLC. Immediately after the close of the transaction, AEI Acquisition Company owned 85% of the issued and outstanding shares of the Company.

During the nine months ended September 30, 2017, the Company converted existing notes payable due to AEI Acquisition Company of $87,366 to a convertible credit line. SeeNote 6 – Convertible Credit LineNotes Payable - Related Party.

NOTE 5 – NOTES PAYABLE

 

On February 1, 2017, December 3, 2020, the Company executed a promissory note for $56,216.$65,000 with the Jay Leaver, our President. The unsecured note bears simplematured three years from date of issuance and bore interest at a rate of 3.75%,5% per annum. As of December 31, 2021, the note payable had unpaid accrued interest in the amount of $13,003. On February 23, 2022, the promissory note was amended to a principal amount of $406,750, which includes the original $65,000 plus additional advances of $325,580, and accrued interest of $16,170. An additional $110,235 was advanced during the six months ended June 30, 2022 maturing February 23, 2025. In February 2022, Mr. Leaver advanced an additional $500,000 to the Company. On February 25, 2022, Mr. Leaver’s $406,750 promissory note and $500,000 advance were assigned to 20 Shekels, Inc, a corporation wholly-owned by Marshwiggle, LLC, a limited liability company jointly owned by Mr. Leaver and his spouse and on February 25, 2022 the Company issued $906,750 of its secured senior secured convertible notes due February 24, 2024, bearing interest at a rate of 7.25% per annum (the “7.25% Note”) in exchange for the prior obligations. The 7.25% Note is not convertible to equityinto shares of the Company’s Common Stock at $5.00 per share. See Note 7 – Senior Secured Convertible Notes Payable.

NOTE 5 COMMON STOCK

The Company is authorized to issue 75,000,000 shares of its capital stock, consisting of 10,000,000 shares of preferred stock, par value $0.001 per share, and is due on February 1, 2018.65,000,000 shares of common stock, par value $0.001 per share.

The Company compensates each of its directors with 4,000 shares of common stock each month. During the threesix months ended June 30, 2017, 2022, the Company recorded stock compensation of $84,000 for directors which was recorded in additional paid in capital, but has not recorded the share compensation as issued and outstanding as of the date hereof

During the six months ended June 30, 2022, the Company recorded stock compensation in the amount of $30,000 for Kelloff Oil & Gas, LLC.

During the six months ended June 30, 2022, the Company received additional advancescash proceeds of $7,600. During the three months ended September 30, 2017, the Company made repayments$1,761,570 from investor subscriptions to purchase common stock at a purchase price of $2,000 and received additional advances of $23,550. On September 1, 2017, the outstanding balance of $87,366 on the note payable was converted to$1.00 per share recorded as a convertible credit line payable as discussed inNote 6 – Convertible Credit Line Payable – Related Party.current liability.

 

NOTE 6 CONVERTIBLE CREDIT LINE PAYABLE AND SENIOR SECURED CONVERTIBLE NOTES PAYABLE RELATED PARTY

Convertible Credit Line Payable

 

On SeptemberJune 1, 2017, 2021, the Company entered into a new convertible credit line agreement to borrow up to $500,000. On the same date, the outstanding balance$1,500,000 and matures on a note payable of $87,366 was exchanged as a draw on the credit line. The loan modification is considered substantial under ASC 470-50. June 1, 2023. The outstanding balance accrues interest at a rate of 7% per annum and the outstanding balance is convertible to common stock of the Company at the lesser of the close price of the common stock as quoted on the OTCBB on the day interest is due and payable immediately preceding the conversion or $1.50.$4.00. The Company analyzed the conversion optionsoption in the convertible line of credit for derivative accounting consideration under ASC 815, Derivative and Hedging, and determined that the transaction does qualify for derivative treatment. The Company measuredevaluated the derivative liabilitynew convertible credit line for debt modification in accordance with ASC 470-50 and recorded aconcluded that the debt discount of $87,366 upon initial measurement.qualified for debt modification as the borrowing capacity under the new credit line is greater than the borrowing capacity under the original credit line. There were no fees paid to the creditor and no unamortized deferred costs on the original credit line. Accordingly, no expense was recognized in connection with the transaction. On August 8, 2021, the Company received $20,000 in cash proceeds from the credit line. During the ninesix months ended SeptemberJune 30, 2017, 2022, the Company amortized $4,640$3,244 of the discount as interest expense leaving anexpense. As of June 30, 2022, and December 31, 2021, the unamortized discount of $82,726was $7,856 and $11,100, respectively. The outstanding principal balance on the convertible credit line as of SeptemberJune 30, 2017.2022 and December 31, 2021 amounted to $168,328. See discussion of derivative liability inNote 78 – Derivative LiabilityLiability.

Senior Secured Convertible Notes Payable

 

On February 25, 2022, the Company entered into secured senior secured convertible note for the purchase and sale of convertible promissory notes (“Convertible Note”) in the principal amount of $5,000,000. The Company made paymentsSenior Convertible Note is convertible at any time after the date of $2,000issuance into shares of the Company’s common stock at a fixed conversion price of $5.00 per share. Upon conversion of the convertible note into the Company’s common stock, the noteholder would be issued 1,000,000 shares of the Company’s common stock. Interest on the Convertible Note shall be paid to the investors at a rate of 7.25% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note purports to be secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. See Note 4 – Related Party Transactions. $413,206 from a related party were exchanged for a Convertible Note. Due to the variable conversion price in the convertible credit line, this fixed senior secured convertible note is treated as derivatives due to possibility of insufficient shares available at Septemberconversion to settle the notes. The day one derivative liability was $65,262, which was recorded as a discount on the senior secured convertible notes payable. During the six months ended June 30, 2017. There2022, the Company amortized $11,175 of the discount as interest expense. As of June 30, 2022, the unamortized discount was $85,366 of$54,087. The outstanding principal and $1,686 of accrued interest outstandingbalance on the convertible credit line as of SeptemberJune 30, 2017.2022 amounted to $413,206. See discussion of derivative liability in Note 8 – Derivative Liability. 

11

On February 25, 2022, Mr. Leaver assigned a $406,750 promissory note and advances of $500,000 to 20 Shekels, an affiliated Company. On the same day, the assigned promissory note and advance totaling $906,750 were transferred into a secured senior secured convertible note. The convertible note bears interest at 7.25% and matures on February 25, 2024. The note is convertible into shares of the Company at $5.00 per share. Due to the variable convertible credit line, this fixed senior secured convertible note are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $143,214, which was recorded as a discount on the senior secured convertible notes payable. During the six months ended June 30, 2022, the Company amortized $24,523 of the discount as interest expense. As of SeptemberJune 30, 2017 there2022, the unamortized discount was an unamortized debt discount of $82,726 resulting in a net$118,691. The outstanding principal balance represented on the balance sheetconvertible credit line as of $2,640.June 30, 2022 amounted to $906,753. See discussion of derivative liability in Note 8 – Derivative Liability.

 

As of June 30, 2022, the senior secured convertible notes payable balance, net of discount was $1,147,181 with accrued interest of $8,878.

NOTE 7 DERIVATIVE LIABILITY

 

As discussed in Note 1, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s financial liabilities, measured at fair value on a recurring basis, as of SeptemberJune 30, 2017 2022 and December 31, 2016:2021:

 

 

Level 1

 

Level 2

 

Level 3

 

Fair Value at

September 30, 2017

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Derivative Liability

$

-

 

$

-

 

$

156,504

 

$

156,504

  

Level 1

  

Level 2

  

Level 3

  

Fair Value at

June 30, 2022

 

Liabilities:

                

Derivative liability

 $0  $0  $341,306  $341,306 

 

  

Level 1

  

Level 2

  

Level 3

  

Fair Value at

December 31, 2021

 

Liabilities:

                

Derivative liability

 $0  $0  $145,041  $145,041 

 

Level 1

Level 2

Level 3

Fair Value at

December 31, 2016

Liabilities

Derivative Liability

$

-

$

-

$

-

$

-

As of September 30, 2017, the Company had a $156,504 derivative liability balance on the balance sheet and recorded a loss from derivative liability fair value adjustment of $66,226 during the three and nine months, respectively ended September 30, 2017. The Company assessed its outstanding convertible credit line payable as summarized inNote 6 – Convertible Credit Line Payable- Related Partyand determined certain convertible credit lines payable with variable conversion features contain embedded derivatives and are therefore accounted for at fair value underASC 920, Fair Value Measurements and DisclosuresandASC 825, Financial Instruments.


10


Utilizing Level 3 Inputs, the Company recorded a gain on fair market value adjustments related to convertible credit line payable and senior secured notes payable for the threesix months ended SeptemberJune 30, 2017 2022 of $66,226 and$12,211. The fair market value adjustments related toas of June 30, 2022 were calculated utilizing the convertible notes payable for the nine months ended September 30, 2017 of $66,226, respectively. The derivative liability was initially measured at $90,278, resulting in a loss on initial measurement of $2,912, on September 1, 2017Black-Scholes option pricing model using the following assumptions: exercise price of $1.50, 58,244 common shares the balance can be converted into shares$1.00 - $5.00, computed volatility of 247% - 274% and a stock price at measurement datediscount rate of $1.55. The fair market value adjustments as of September 30, 2017 were calculated utilizing a max valuation method using the following assumptions: exercise price of $1.50, 56,911 common shares the balance can be converted into and a stock price at measurement date of $2.75.2.80% - 2.92%.

 

A summary of the activity of the derivative liability is shown below:below at June 30, 2022:

 

Balance at December 31, 2016

$

-

Derivative liabilities recorded

 

87,366

Day one loss

 

2,912

Change due to note conversion

 

-

Loss on change in derivative fair value adjustment

 

66,226

Balance at September 30, 2017

$

156,504


Balance at December 31, 2021

 $145,041 

Debt discount on senior secured notes payable

  208,476 

Gain on change in derivative fair value adjustment

  (12,211)

Balance at June 30, 2022

 $341,306 

11



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-QThe discussion and analysis below includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Allcertain forward-looking statements other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such mattersthat are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks, and uncertainties including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyondas described in Risk Factors in our Annual Report on Form 10-K for the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition oryear ended December 31, 2021, that could cause our actual growth, results of operations, performance, financial position and business prospects and opportunities for its limited history; (ii) the Company's businessthis fiscal year and growth strategies; and, (iii) the Company's financing plans. Investors are cautionedperiods that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results mayfollow to differ materially from those projectedexpressed in theor implied by those forward-looking statements. Readers are cautioned that forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to,contained in this Quarterly Report on Form 10-Q should be read in conjunction with our disclosure under the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.heading Disclosure Regarding Forward-Looking Statements below.

 

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.


 

General Business Development

 

The Company was formed on September 26, 2013 in the State of Colorado.

 

Business Strategy

 

The Company was incorporated in September 2013. Our business model is to purchase or trade stock for oil and gas properties to be held as long term assets. Oil and gas commodity pricing has stabilized under the current economic market conditions bringing the U.S. to become the number one producer in the world. The momentum to drill using enhanced drilling technology in previously undeveloped areas assures the continued value of these properties. Our lean operating structure positions us well to compete in this very competitive market. Our strategy is to acquire producing properties that the Company can operate which have proven un-drilled locations available for further development. At this time the Company is reviewing several properties but have no contractual commitments to date. Our management’s years of experience and knowledge of the oil and gas industry leads us to believe that there are an abundance of good drilling prospects available that have either been overlooked or are not big enough for the larger companies. In the process of identifying these drilling prospects, the Company will utilize the expertise of existing management and employ the highest caliber contract engineering firms available to further evaluate the properties. To qualify for acquisition, the calculated cash flow after taxes and operating expenses, including ten percent (10%) interest per year, will recover the acquisition cost in 22 to 30 months. The cash flow calculation will be based conservatively on $51 per barrel of oil and $2.89 per MCF of gas. In addition, the selection criteria will require the life of current producing wells to be 7 years or longer and the field must have a minimum total life of 15 years.


12


In the first phase we intend on concentrating on prospects in eastern Colorado, western Kansas and southern Wyoming. The depth of the wells in the target areas average from 1500 ft. for the Niobrara formation to a total depth of 5800 ft. for the Topeka, Heebner, Lansing-Kansas City, Marmaton, Cherokee, Atoka, Morrow, Mississippian, Spergen, and Osage formations. By concentrating our initial efforts on shallower prospects we minimize drilling and operating costs. As we grow we plan to expand into the Front Range (Northern Front Range Outcrop) and Denver Basin Province (D-J Basin, Wattenberg) of Colorado and into western Kansas (Hugoton Embayment Anadarko Basin – Central Kansas Uplift). The wells in these areas range from 4,000 ft. to 10,000 ft. Such wells are more expensive to drill and operate, but also offer bigger returns. Some of the formations in these areas are the Sussex, Niobrara, Codell, J Sand and the D Sand formations. The Company intends to develop prospects and intends to obtain partners to participate in the costs of drilling or acquisitions with the Company serving as the designated Operator. The Company intends to also retain a royalty or working interest in the wells drilled or acquired.

 

The Company has engaged in verbal negotiations forcompany is actively pursuing acquisition of oil and gas leases locatedadditional properties in Northern and eastern Colorado basin and intends to engage in additional negotiations in the future.

In the second phase of operations, we intend to expand into Oklahoma, Texas and eastern Kansas. We intend to place a great deal of emphasis on natural gas production and the transportation of natural gas. We believe natural gas will be the fuel of the future for automobiles, trucks and buses because of the clean-air standards that are proposed and will soon be going into effect, and now is an ideal time to acquire natural gas assets due to the current pricing matrix. The Company also plans on acquiring field transportation and short haul lines as part of our future business plan expansion. Acquiring these types of company lines, specifically in the areas where the company will have production located, will be advantageous due to savings in internal transportation costs, and the profitability margins of operating the lines and marketing natural gas. Managing the transportation system, in conjunction with field operations, will enhance cash flow. After obtaining the transportation lines, we hope to then develop our own end-users for natural gas. This will further enhance the profit margin of the company.

In December of 2016 alpha energy purchased the following lease from McCartney engineering:

The lease is located in Yuma county Colorado and consists of 480 acres, we have a 100% WI and 80% NRI the formation which the wells are in is the Niabrara formation at a depth of 2800 ft. There is one producing well and one cased well. The producing well will need to have some smaller tubing ran in and possibly a small pump to increase the gas production. This well has produced for over 15 years. The cased well will need to be fracked and tubing run in it and put on line.

With the lease we also obtained the seismic work that has been done which indicates that there should be 3 possibly four new sites that we intend to produce at about the rate between 40 and 50 mcfpd. These wells have a life expectancycy of over 30 years. All these wells would be at about the 2800 ft in depth range and all will have to be fracked.

The cost of the wells should be less than $90,000 per well.

On April 20, 2016, the Company entered into a lease extension agreement with a related party to extend the term of the lease for a period of three years for consideration of $10 cash. The original lease was entered into on October 1, 2013 and set to expire on October 1, 2016. The extension is under the same terms as the original lease agreement and will expire on October 1, 2019.New Mexico.

 

Liquidity and Capital Resources

 

As of SeptemberJune 30, 2017,2022, we had $17,117 in cash, total current assets of $18,060$1,125,638 and total current liabilities of $184,089 creating$3,989,289.

The Company used $522,971 of cash in operating activities during the six months ended June 30, 2022, compared to $189,476 used in operations during the same period in 2021. Net cash used in operating activities during the six months ended June 30, 2022 was mainly comprised of our $770,673 net loss during the period, adjusted by a working capital deficitnon-cash charges of $166,029. Current$12,211 for gain on change in fair value of derivative liabilities, consisted primarilystock-based compensation of $16,119$114,000, amortization of debt discounts of $38,943 and changes in operating assets and liabilities of $106,971. Net cash used in operating activities during the six months ended June 30, 2021 was mainly comprised of our $496,819 net loss during the period, adjusted by a non-cash charges of $120,250 gain on settlement of accounts payable, $5,099 for loss on change in fair value of derivative liabilities, stock-based compensation of $111,000, amortization of debt discounts of $2,754, write off of option contract associated with oil and $156,504gas properties of current derivative liability.$85,500, default interest added to note payable of $50,000, asset retirement obligations expense of $19 and changes in operating assets and liabilities of $173,202.

The Company used cash of $756,298 for investing activities during the six months ended June 30, 2022 which consisted of $756,298 for the acquisition of oil and gas property. The Company used cash of $40,000 for investing activities during the six months ended June 30, 2022 related to deposits for oil and gas properties.

The Company generated cash of $2,371,801 from financing activities during the six months ended June 30, 2022 which consisted of $110,235 in proceeds from advances from related parties, $499,996 from senior secured convertible notes payable from related party and $1,761,570 in proceeds from unexecuted subscription agreements. The Company generated cash of $229,600 from financing activities during the six months ended June 30, 2021 which consisted of $159,600 advances from related party, $65,00 of proceeds from note payable, related party and $5,000 in proceeds from the sale of common stock.

 

Going Concern

 

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. See noteNote 2 to the unaudited consolidated financial statements for additional information.


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Results of Operations

 

We did not generate revenues during the three or nine months ended September 30, 2016. Revenue for the threegenerated revenue of $5,239 and nine months ended September 30, 2017 were $955 and $2,383. Total operating expenses were $9,665$0 during the three months ended SeptemberJune 30, 20162022 and 2021, respectively. Lease operating expenses were $47,558 and $0 during the three months ended June 30, 2022 and 2021, respectively. The increase in lease operating expenses was due to an increase in geological expenses. Total operating expenses were $312,269 during the three months ended June 30, 2022 compared to $21,460$212,961 during the same period in 2017.2021. The increase isin operating expenses was due to a $25,362 increase in professional fees and $85,946 increase in general and administrative expenses which were offset by $12,000 decrease in board of director fees.

We generated revenues of $5,239 and $0 during the result of fees associated withsix months ended June 30, 2022 and 2021. Lease operating expenses were $49,434 and $0 during the acquisitionsix months ended June 30, 2022 and upkeep of our leases.2021, respectively. The increase in lease operating expenses was due to an increase in geological expenses. Total operating expenses were $18,230$658,287 during the ninesix months ended SeptemberJune 30, 20162022 compared to $68,795 for$382,133 during the same period in 2017.2021. The increase is the resultin operating expenses was due to a $162,131 increase in professional fees and $5,773 increase in general administrative expenses which were offset by $12,000 decrease in board of incurringdirector fees and a $120,250 gain on settlement of fees associated with the acquisition and upkeepaccounts payable in 2021.

Off-Balance sheet arrangements

As of our leases thatJune 30, 2022, we did not exist duringhave any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the nine months ended September 30, 2016 and due to impairmentpurpose of our oil and gas properties.facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.


Critical Accounting Policies

 

CRITICAL ACCOUNTING POLICIES

In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayalThe preparation of a company's financial condition and operating results, and requirestatements in conformity with U.S. GAAP requires management to make its most difficultestimates and subjective judgments, often as a resultassumptions that affect the reported amount of assets and liabilities, the need to make estimatesdisclosure of matters that are inherently uncertain. Based on this definition, our most criticalcontingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. Our accounting policies include: non-cash compensation valuation that affects the total expenses reportedare described in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we reportNote 1 to our audited consolidated financial statements for 2021 appearing in our financial statements.Annual Report on Form 10-K for the year ended December 31, 2021.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is not exposed to market risk related to interest rates or foreign currencies.Not applicable.

CONTROLS AND PROCEDURES

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

AsThe Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of March 31, 2015, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective as of September 30, 2017.Exchange Act.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our third quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.


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PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not a party to any legal proceedings.None.

 

ITEM 1A. RISK FACTORS

 

You should carefully consider the factors discussed below in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which could materially affect our business, financial position, or future results of operations. The risks described below in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially, adversely affect our business, financial position, or future results of operations. There hashave been no material changes in the risk factors set forth in the Company’s Form 10K for the period ended December 31, 2016.2021.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There were no sales of unregistered equity securities during the covered time period.See Item 1, Note 5 and Item 1, Note 6.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSMINE SAFETY DISCLOSURES

 

None.Not applicable to our operations.

 

ITEM 5. OTHER INFORMATION

 

None.

 


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

The following documents are included or incorporated by reference as exhibits to this report:

 

Exhibit

Number

Description

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.132.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(b) REPORTS ON FORM 8-K

101.INS**

Inline XBRL Instance

101.SCH**

Inline XBRL Taxonomy Extension Schema

101.CAL**

Inline XBRL Taxonomy Extension Calculation

101.DEF**

Inline XBRL Taxonomy Extension Definition

101.LAB**

Inline XBRL Taxonomy Extension Labels

101.PRE**

Inline XBRL Taxonomy Extension Presentation

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

** XBRL

information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

None.



15


SIGNATURES

 

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 13, 2017.August 18, 2022

 

Alpha Energy, Inc.

By:

Registrant/s/ Jay Leaver

Jay Leaver, Principal Executive

Officer, Principal Financial Officer

By: Karen Zeigler

Karen Ziegler

Chief Executive Officer


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