TRULEUM, INC. - Quarter Report: 2015 June (Form 10-Q)

Form 10-Q Quarterly Report

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 June 30, 2015

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

	For the Transition Period from ________to __________

Commission File Number: 333-197642

Alpha Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)


Colorado	90-1020566
(State of other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)


600 17th Street, 2800 South
Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

Registrant's Phone: 303-563-5340

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer . Accelerated filer .

Non-accelerated filer . Smaller reporting company X .

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

As of August 18, 2015, the issuer had 16,866,428 shares of common stock issued and outstanding.


	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	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Submission of Matters to a Vote of Security Holders	11
Item 5.	Other Information	12
Item 6.	Exhibits	13

ITEM 1. FINANCIAL STATEMENTS

ALPHA ENERGY, INC.

Unaudited Condensed Financial Statements

June 30, 2015


		Page(s)
Unaudited Condensed Balance Sheets as of June 30, 2015 and December 31 ,2014		4

Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2015 and 2014		5

Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2015 and 2014		6

Notes to the Unaudited Condensed Financial Statements		7


ALPHA ENERGY, INC.
CONDENSED BALANCE SHEETS (UNAUDITED)

		June 30, 2015		December 31, 2014
ASSETS
Current assets
	Cash	$	610	$	3,290
	Prepaid expenses		2,750		2,955
Total current assets			3,360		6,245

	Oil and gas lease, successful efforts method		35,432		24,000

Total assets		$	38,792	$	30,245

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
	Accounts payable	$	7,606	$	115
	Notes payable, related party		275		275
Total current liabilities			7,881		390

Stockholders' equity
	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; 16,866,428 and 16,714,000 issued and outstanding at June 30, 2015 and December 31, 2014, respectively		1,687		1,672
	Additional paid in capital		81,043		69,626
	Accumulated deficit		(51,819)		(41,443)
Total stockholders' equity			30,911		29,855

Total liabilities and stockholders' equity		$	38,792	$	30,245

See accompanying notes to unaudited condensed financial statements.


ALPHA ENERGY, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three months ended June 30,				Six months ended June 30,
		2015		2014		2015		2014
Operating expenses
	Professional services	$	1,860	$	16,862	$	8,445	$	17,862
	General and administrative		844		1,357		1,869		2,403
Total operating expenses			2,704		18,219		10,314		20,265

Loss from operations			(2,704)		(18,219)		(10,314)		(20,265)

Other income (expense)
	Other income		-		2,743		-		2,743
	Interest expense		(62)		-		(62)		-
Total other income (expense)			(62)		2,743		(62)		2,743

	Provision for income taxes		-		-		-		-

Net loss applicable to common shareholders		$	(2,766)	$	(15,476)	$	(10,376)	$	(17,522)

Net loss per share, basic and diluted		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average shares outstanding, basic and diluted			16,821,202		16,598,176		16,767,897		16,490,796

See accompanying notes to unaudited condensed financial statements.


ALPHA ENERGY, INC.
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

			Six months ended June 30
			2015		2014
Cash flows from operating activities
		Net loss	$	(10,376)	$	(17,522)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Common stock issued for services		-		12,000
	Changes in operating assets and liabilities
		Prepaid expenses		205		-
		Accounts payable		7,491		(3,000)
		Deposits		-		5,000
Net cash used in operating activities				(2,680)		(3,522)

Cash flows from financing activities
		Proceeds from sale of common stock		-		18,000
Net cash provided by financing activities				-		18,000

		Cash, beginning of period		3,290		2,229
		Net change in cash		(2,680)		14,478
		Cash, end of period	$	610	$	16,707

Supplemental cash flow information
	Cash paid for interest		$	-	$	-
	Cash paid for income taxes		$	-	$	-

Supplemental disclosure of non-cash investing activities
	Issuance of common stock for oil and gas lease		$	11,432	$	-

ALPHA ENERGY, INC.

Notes to Unaudited Condensed Financial Statements

June 30, 2015

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of June 30, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements. The results of operations for the period ended June 30, 2015 are not necessarily indicative of the operating results for the full year.

NOTE 2 – GOING CONCERN

The Company’s 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 not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going 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.

The Company had an accumulated deficit of $51,819, a working capital deficit of $4,521 and has yet to realize revenues from its planned business activities as of June 30, 2015. These matters raise substantial doubt about the Company’s ability to continue as a going concern. 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

Through the year ended December 31, 2014, the Company issued warrants in connection with common stock issued for cash. The following table summarizes all stock warrant activity for the six months ended June 30, 2015:


	Shares		Weighted- Average Exercise Price Per Share
Outstanding, December 31, 2014		500,000	$	0.125
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-

Outstanding, June 30, 2015		500,000	$	0.125

ALPHA ENERGY, INC.

Notes to Unaudited Condensed Financial Statements

June 30, 2015

NOTE 3 – COMMON STOCK WARRANTS (CONTINUED)

The following table discloses information regarding outstanding and exercisable warrants at June 30, 2015:


		Outstanding					Exercisable
Exercise Prices			Number of Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Number of Warrant Shares	Weighted Average Exercise Price
$	0.125		500,000	$	0.125	1.55	500,000	$	0.125
			500,000	$	0.125	1.55	500,000	$	0.125

NOTE 4 – COMMON STOCK

On April 10, 2015, the Company effected a 2:1 forward common stock split. There were 8,357,000 common shares issued and outstanding immediately prior to the forward split and 16,714,000 immediately after. These financial statements have been adjusted retroactively to present the effects of the split.

On April 28, 2015, the Company issued 152,428 common shares for the acquisition of an oil and gas lease which was valued at $0.075 per share for a total of $11,432. The acquired lease represented 160 net acres. As a result, the company recorded an unproved property asset of $11,432, and no expense was recorded on the income statement. This transaction was reported as a non-cash item on the Company’s statement of cash flows.

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

FORWARD-LOOKING STATEMENTS

This Form 10-Q 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. All 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 matters 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 beyond 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 or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the 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, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

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.

In the first phase we will be 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 will develop prospects and will obtain partners to participate in the costs of drilling or acquisitions with the Company serving as the designated Operator. The Company will also retain a royalty or working interest in the wells drilled or acquired.

Negotiations are in process for acquisition of oil and Gas leases located in Northern and eastern Colorado basins.

In the second phase of operations, we will expand into Oklahoma, Texas, and eastern Kansas. We will then 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.

Liquidity and Capital Resources

As of June 30, 2015, we had $610 in cash, total current assets of $3,360 and total current liabilities of $7,881 creating a working capital deficit of $4,521. Current assets consisted of $610 in cash and $2,750 of prepaid expenses. Current liabilities consisted of $7,606 of accounts payable and $275 of current related party notes payable.

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 note 2 to the financial statements for additional information.

Results of Operations

We did not generate revenues during the three or six months ended June 30, 2015 or 2014. Total operating expenses were $2,704 during the three months ended June 30, 2015 compared to $18,219 during the same period in 2014. The decrease of $15,515 is the result of fees associated with the audit of our financial statements for the year ended December 31, 2014 and S-1 filing that incurred during the three months ended June 30, 2014 that did not exist during the three months ended June 30, 2015. Total operating expenses were $10,314 during the six months ended June 30, 2015 compared to $20,265 for the same period in 2014. The decrease of $9,951 is the result of incurring increased professional fees associated with the preparation and filing of our form S-1 during the six months ended June 30, 2014 that did not exist during the six months ended June 30, 2015.

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 portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported 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 report in our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of June 30, 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”) , our disclosure controls and procedures were not effective as of June 30, 2015.

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.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 1A. RISK FACTORS

There has been no material changes in the risk factors set forth in the Company’s Form 10K for the period ended December 31, 2015.

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

There were no sales of unregistered equity securities during the covered time period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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.
32.1	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

None.

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: August 19, 2015


	Alpha Energy, Inc.
	Registrant


	By: /s/ Karen Ziegler
	Karen Ziegler Chief Executive Officer