November 18, 2014
Paul Monsour
Staff Attorney
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Washington, D.C. 20549
Re:
Alpha Energy, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 28, 2014
File No. 333-197642
The following are the Company’s responses to you comment letter of November 14, 2014.
Amendment No. 2 to Registration Statement on Form S-1 Filed October 28, 2014
Financial Statements, page F-1
1.
Please monitor the requirement to update the financial statements to comply with Rule 8- 08 of Regulation S-X and provide corresponding updated disclosures throughout your filing.
Financial Statements updated through September 30, 2014.
Recent Sales of Unregistered Securities, page II-1
2.
We note the disclosure you added in response to prior comment 9 from our letter to you dated October 16, 2014 and we reissue such comment in part. With respect to the 8,357,000 common shares sold to eighteen investors between September 26, 2013 and June 1, 2014, please disclose the date and the amount sold, the form of consideration, and the aggregate offering price. With respect to the offering “700,000 Common Shares and 700,000 Warrants at a price of US $0.15 per Unit for aggregate of $105,000,” please disclose the date sold. See Item 701(a) and (c) of Regulation S-K.
The following table has been added.
|
|
|
| Consideration |
| Date purchased |
| Date of services and founders stock being issued and service rendered |
|
|
|
|
|
|
|
|
|
Arrow Consulting LLP |
| 2,050,000 |
| includes 80 net acres lease and services rendered |
|
|
| 9/26/2013 |
|
|
|
|
|
|
|
| founders stock |
A.G. Management Associates |
| 1,150,000 |
| includes assignment of royalty and services rendered |
|
|
| 9/26/2013 |
|
|
|
|
|
|
|
|
|
Delmer E & Sharon K Ziegler |
| 40,000 |
| services rendered |
|
|
| 9/26/2013 |
|
|
|
|
|
|
|
|
|
CBK Management Associates |
| 72,000 |
| includes the stock for lease on 320 acres 50% interest and services rendered |
|
|
| 9/26/2013 |
|
|
|
|
|
|
|
|
|
Grant Ziegler |
| 50,000 |
| services rendered |
|
|
| 9/26/2013 |
Exhibits
3.
You have not addressed prior comment 10; we therefore reissue the comment in its entirety. Please file as exhibits your Articles of Incorporation, Subscription Agreement, and Code of Ethics. Further, please indicate in your exhibit index any exhibit that has already been filed.
Exhibits filed.
Sincerely,
/s/ Michael D. Davis
Michael D. Davis, Chief Executive Officer
Alpha Energy, Inc.
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You may contact Jennifer O’Brien, Staff Accountant, at (202) 551-3721, or Ethan Horowitz, Branch Chief, at (202) 551-3311, if you have questions regarding comments on the financial statements and related matters. Please contact Paul Monsour, Staff Attorney, at (202) 551-3360, or me, at (202) 551-3740, with any other questions.
Sincerely,
/s/ H. Roger Schwall
H. Roger Schwall Assistant Director
cc:
Mr. Harold P. Gewerter, Esq.
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