10-Q

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, 2019

[   ] 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 incorporation or organization)	I.R.S. Employer Identification Number)

4162 Meyerwood Drive, Houston TX 77025

(Address of principal executive offices) (Zip Code)

Registrant's Phone: 713-316-0061

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 [X] 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.

[   ]	Large accelerated filer	[   ]	Accelerated Filer
[   ]	Non-accelerated filer	[X]	Small reporting company
		[X]	Emerging Growth Company

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

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 November 12, 2019, the issuer had 17,638,428 shares of common stock issued and outstanding.

1

	TABLE OF CONTENTS PART I – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
	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.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	16

2

ITEM 1. FINANCIAL STATEMENTS 

ALPHA ENERGY, INC.

Unaudited Financial Statements September 30, 2019

	Page(s)
Unaudited Balance Sheets as of September 30, 2019 and December 31, 2019	4
Unaudited Statements of Operations for the nine and three months ended September 30, 2019 and 2018	5
Unaudited Statements of Changes in Stockholder’s Deficit for the nine months ended September 30, 2019 and 2018	6
Unaudited Statements of Cash Flows for the nine months ended September 30, 2019 and 2018	7
Notes to the Unaudited Financial Statements	8

3

ALPHA ENERGY, INC.

BALANCE SHEETS (UNAUDITED)

		September 30, 2019		December 31, 2018
ASSETS
Current assets
Cash	$	5,350	$	240
Prepaid expenses		-		-
Total current assets		5,350		240
Oil and gas property, unproved, full cost		37,591		10,000
Total assets	$	42,941	$	10,240
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	327,907		550,848
Interest payable		26,865		11,479
Short term advances related party		397		24,366
Short term note payable		50,000		-
Derivative liability		142,446		608,598
Total current liabilities		547,615		1,195,291
Convertible Credit line payable – related party, net of discount of $9,133 and $29,494, respectively
		133,314		110,952
Asset retirement obligation		767		710
Total liabilities		681,696		1,306,953
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; 17,638,428 and 17,132,428 issued and outstanding at September 30, 2019 and December 31, 2018, respectively
		1,764		1,714
Additional paid in capital		1,517,457		607,806
Accumulated deficit		(2,157,976)		(1,906,233)
Total stockholders’ deficit		(638,755)		(1,296,713)
Total liabilities and stockholders’ deficit	$	42,941	$	10,240

See accompanying notes to unaudited financial statements.

4

ALPHA ENERGY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three months ended September 30,				Nine months ended September 30,
		2019		2018		2019		2018
Revenues	$	873	$	481	$	3,857	$	2,024
Lease operating expenses		254		1,048		5,069		2,427
Gross margin		619		(567)		(1,212)		(403)
Operating expenses
Professional services		5,004		12,051		29,874		33,436
General and administrative		144,732		13,256		437,061		31,340
Board of Director Fees		48,000		184,600		144,000		565,000
Impairment of oil and gas properties		-		-		70,000		-
Total operating expenses		197,736		209,907		680,935		629,776
Loss from operations		(197,117)		(210,474)		(682,147)		(630,179)
Other income (expense)
Interest expense		(7,571)		(26,645)		(45,498)		(69,642)
Loss on initial measurement of derivative liability		-		(102,350)		-		(164,179)
Gain (loss) on fair market value of derivative liability		-		(379,529)		475,902		(402,196)
Total other income (expense)		(7,571)		(508,524)		430,404		(636,017)
Provision for income taxes		-		-		-		-
Net loss	$	(204,688)	$	(718,998)	$	(251,743)	$	(1,266,196)
Net loss per common share, basic and diluted	$	(0.01)	$	(0.04)	$	(0.01)	$	(0.07)
Weighted average common shares outstanding, basic and diluted		17,390,224		17,016,428		17,500,432		17,100,428
See accompanying notes to unaudited financial statements.

5

ALPHA ENERGY, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE-MONTH PERIODS ENDED September 30, 2019 and 2018

(UNAUDITED)

	Preferred Stock			Common Stock					Paid in		Accumulated		Stockholders'
	Shares		Amount	Shares		Amount		Capital			Deficit		Deficit
Balance at December 31, 2017	-	$	-	17,016,428	$	1,702	$	101,378		$	(380,855)	$	(277,775)
Stock issued for director fees	-		-	84,000		9		380,391			-		380,400
Net loss for the period ending September 30, 2018	-		-	-		-		-			(1,266,196)		(1,266,196)
Balance at September 30, 2018	-	$	-	17,100,428	$	1,711	$	481,769		$	(1,647,051)	$	(1,163,571)

	Preferred Stock			Common Stock				Paid in		Accumulated			Stockholders'
	Shares		Amount	Shares		Amount		Capital			Deficit		Deficit
Balance at December 31, 2018	-	$	-	17,132,428	$	1,714	$	607,806	$		(1,906,233)	$	(1,296,713)
Common stock subscribed	-		-	213,000		21		212,979			-		213,000
Stock issued for accrued compensation and director fees	-		-	133,000		13		536,688			-		536,701
Stock issued for services	-		-	160,000		16		159,984			-		160,000
Net loss for the period ending September 30, 2019	-		-	-		-		-			(251,743)		(251,743)
Balance at September 30, 2019	-	$	-	17,638,428	$	1,764	$	1,517,457	$		(2,157,976)	$	(638,755)

See accompanying notes to financial statements.

6

ALPHA ENERGY, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine months ended September 30,
		2019		2018
Cash flows from operating activities
Net income (loss)	$	(251,743)	$	(1,266,196)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Debt discount amortization		30,112		64,622
Excess fair market value of initial measurement of derivative liability		-		164,179
Stock issued for consulting		160,000		380,400
(Gain) loss on fair market value of derivative liability		(475,902)		402,196
Impairment loss		70,000
Asset retirement obligation expense		57		56
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		-		-
Account receivable		-		1,285
Accounts payable		319,325		186,252
Interest payable		15,386		5,021
Net cash used in operating activities		(132,765)		(62,185)
Cash flows from investing activities
Capital expenditures		(47,591)		(10,000)
Net cash used in investing activities		(47,591)		(10,000)
Cash flows from financing activities
Proceeds from sale of stock		213,000		-
Proceeds from convertible credit line payable – related party		13,000		73,946
Net repayments of related party advances		(33,534)		-
Payments on convertible credit line payable – related party		(7,000)		-
Net cash provided by financing activities		185,466		73,946
Net change in cash		5,110		1,761
Cash at beginning of period		240		1,061
Cash, end of period	$	5,350	$	2,822
Supplemental cash flow information
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
Supplemental disclosure of non-cash financing activities
Debt discount on convertible credit line payable – related party	$	-	$	73,946
Note Payable for oil and gas property	$	-	$	-
Stock issued for accrued compensation and director fees	$	536,701	$	-

See accompanying notes to unaudited financial statements.

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ALPHA ENERGY, INC.

Notes to Unaudited Financial Statements

September 30, 2019

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim 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 September 30, 2019 and 2018, 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 omitted. Notes to the financial statements which would substantially duplicate 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 with the financial statements and notes thereto included in the Company’s December 31, 2018 audited financial statements. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the operating results for the full year.

Related party policy

In accordance with ASC 850, the Company discloses: the nature of the related party relationship(s) involved; a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of 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.

Revenue and Cost Recognition

The Company records revenues from the sales of natural gas and crude oil when the production is produced and sold, and also when collectability is ensured. The Company may in the future have an interest with other producers in certain properties, in which case the Company will use the sales method to account for gas imbalances. Under this method, revenue will be recorded on the basis of natural gas actually sold by 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, 2019 or December 31, 2018. The Company recorded revenues of $3,857 and $2,024 and costs of revenues totaling $5,069 and $2,427 during the nine months ended September 30, 2019 and 2018. There were no accounts receivable at September 30, 2019 and December 31, 2018.

Derivative Liabilities

The Company records 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.

Accounting Standards Adopted During the Quarter Ended September 30, 2019 

The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the application date. In addition, the Company elected the available practical expedients permitted under the transaction guidance within the new standard. There was no impact from the adoption of the new standard as the Company does not currently have any operating leases.

Recently Issued Accounting Standards Not Yet Adopted

The Company has 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 no other pronouncements will have a significant effect on its financial statements.

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ALPHA ENERGY, INC.

Notes to Unaudited Financial Statements

September 30, 2019

NOTE 2 – GOING CONCERN

The Company’s interim unaudited 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. 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. 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 – RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. The Chief Financial Officer allows the use of his residence as an office for the Company at no charge.

During the nine months ended September 30, 2019, the Company received $13,000 advances and repaid $11,000 from AEI Acquisition Company, a majority shareholder, from its convertible credit line.

On March 27, 2019 the Company entered into a short-term Promissory Note with ZHQ Holdings (75%), LLP and Pure Oil & Gas, Inc. (25%) for $50,000. The note was due April 30, 2019 and has not been repaid. The note is secured by 50,000 shares of the Company’s common stock at $1.00 per share. The funds were used to pay Escrow Deposit on the Rogers County Project. The note is in default as of September 30, 2019 and therefore, is accruing interest at the rate of $50 per day from April 30, 2019.

NOTE 4 – 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 liabilities measured at fair value as of June 30, 2019 and December 31, 2018:

		Level 1		Level 2		Level 3		Fair Value at September 30, 2019
Liabilities
Derivative Liability	$	-	$	-	$	142,466	$	142,466

		Level 1		Level 2		Level 3		Fair Value at December 31, 2018
Liabilities
Derivative Liability	$	-	$	-	$	608,598	$	608,98

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ALPHA ENERGY, INC.

Notes to Unaudited Financial Statements

September 30, 2019

NOTE 4 – DERIVATIVE LIABILITY (CONTINUED)

As of September 30, 2019, the Company had a $142,466 derivative liability balance on the balance sheet and recorded a gain from derivative liability fair value adjustment of $475,902 during the nine months ended September 30, 2019.

The fair market value adjustments as of September 30, 2019 were calculated utilizing a max valuation method using the following assumptions: exercise price of $1.00, 142,466 common shares the balance can be converted into and a stock price at measurement date of $1.00.

A summary of the activity of the derivative liability for the year ended December 31, 2018 is shown below:

Balance at December 31, 2017	$	238,674
Derivative liabilities recorded		49,580
Day one loss		122,362
Change due to note conversion		-
Loss on change in derivative fair value adjustment		197,982
Balance at December 31, 2018	$	608,598

A summary of the activity of the derivative liability for the nine months ended September 30, 2019 is shown below:

Balance at December 31, 2018	$	608,598
Derivative liabilities recorded		9,750
Day one loss		-
Change due to note conversion		-
Gain on change in derivative fair value adjustment		(475,902)
Balance at September 30, 2019	$	142,466

NOTE 5 – EQUITY

The Company is authorized to issue up to 10,000,000 shares of $0.0001 par value preferred stock and 65,000,000 shares of $0.0001par value common stock.

For the nine months ended September 30, 2019, 133,000 shares with a fair value of $536,701 were issued for stock compensation for directors and the CEO.

During the nine months ended September 30, 2019, the Company issued 60,000 shares of common stock with a fair value of $60,000 for consulting services.

During the nine months ending September 30, 2019, the Company sold 213,000 shares of common stock for $1.00 per share in a private placement. These shares have not yet been issued. The shares are considered issued and outstanding as of September 30, 2019 as the issuance of the shares is considered an administrative act.

On April 2, 2019 the Company entered into a six-month Corporate Finance Representation Agreement with Rebus Capital Group, LLC as the Company’s corporate finance advisor. Rebus was issued 100,000 shares of common stock for services valued at $1 per share or $100,000.

NOTE 6 – NOTE PAYABLE

On March 27, 2019 the Company entered into a short-term Promissory Note with ZHQ Holdings (75%), LLP and Pure Oil & Gas, Inc (25%) for $50,000. The note is secured by 50,000 shares of the Company’s common stock at $1.00 per share. The funds were used to fund the deposit for the Purchase and Sale Agreement with Premier Gas Company, LLC (see Note 7). The note was due April 30, 2019 and has not been repaid. The note is in default as of September 30, 2019 and therefore, is accruing interest at the rate of $50 per day from April 30, 2019. Accrued interest on the note as of September 30, 2019 was $7,550

10

ALPHA ENERGY, INC.

Notes to Unaudited Financial Statements

September 30, 2019

NOTE 7 – OIL AND GAS PROPERTIES

The Company entered into a Letter of Intent with Chicorica, LLC on December 13, 2018 and extended the agreement effective August 29, 2019. Chicorica has developed an oil and gas exploration project in northeastern New Mexico (the “Frostback Project”) that includes several prospective areas and Alpha is interested in exploring in these areas and utilizing Chicorica’s seismic and other data and expertise. The agreement is for $95,000 with $10,000 paid on signing the LOI and $85,000 due by November 1, 2019. As of September 30, 2019, the Company has not made the final payment.

On March 13th, 2019, Alpha Energy, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Premier Gas Company, LLC. (“Premier”) to acquire oil and gas assets in Oklahoma in consideration of a Purchase Price of One Million Six Hundred Thousand Dollars ($1,600,000) (the “Purchase Price”) that includes a non-refundable deposit in the amount of Fifty Thousand Dollars ($50,000) (the “Deposit) through the Escrow Agent. The Deposit shall be credited against the cash portion of the Purchase Price at Closing. Although the dates on the Purchase and Sale agreements were dated January 29th, 2019, the contracts were not ultimately delivered to the company until March 13th, 2019 and the deposit was advanced to the Escrow Agent. The note payable associated with the escrow deposit is in default and the Company has recorded $70,000 of impairment of this oil and gas property.

NOTE 8 – SUBSEQUENT EVENTS

On October 9, 2019, the Company sold 10,000 shares of common stock for $10,000 in a private placement. These shares have not been issued.

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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 one of the top the number one producers 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.

The company is actively pursuing acquisition of additional properties in Oklahoma, Texas and New Mexico.

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Liquidity and Capital Resources

As of September 30, 2019, we had $5,350 in cash and total current liabilities of $547,615. Current liabilities consisted mainly of $142,446 of derivative liability, $327,907 in accounts payable and accrued expenses, a short term note payable of $50,397 and $26,865 in interest payable.

The Company used $132,765 of cash in operating activities during the nine months ended September 30, 2019 compared to $62,185 used in operations during the same period in 2018.

The Company used $10,000 of cash in investing activities for exploration costs during the nine months ended September 30, 2019 and 2018.

The Company generated cash of $185,466 from financing activities during the nine months ended September 30, 2019 which consisted of $213,000 in proceeds from the sale of common stock and $13,000 of proceeds from related party advances and net of $40,534 of repayments on related party advances and the convertible debt.

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 generated revenues of $873 and $481 during the three months ended September 30, 2019 and 2018. Total operating expenses were $197,736 during the three months ended September 30, 2019 compared to $209,907 during the same period in 2018. The change in operating expenses is the result of a decrease in professional fees of approximately $7,000, a decrease in board of director fees of $136,600 in 2019 and an increase in General and Administrative expenses of approximately $131,500 for the three months ended September 30, 2019 and September 30, 2018.

We generated revenues of $3,857 and $2,024 during the nine months ended September 30, 2019 and 2018. Total operating expenses were $680,935 during the nine months ended September 30, 2019 compared to $629,776 during the same period in 2018. The decrease in operating expenses are the result of a decrease in professional fees of approximately $4,000, a decrease in board of director fees of $421,000, and an increase in general and administrative expenses of approximately $406,000 for the nine months ended September 30, 2019 and September 30, 2018.

On January 22, 2019, the Board of Directors authorized the sale of $600,000 shares of common stock to fund working capital and escrow deposits on three acquisitions. As of September 30, 2019, 213,000 shares had been sold.

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Smaller reporting companies are not required to provide information required by this Item.

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, 2019, 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 September 30, 2019.

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 first quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

14

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 

The Company is not a party to any legal proceedings.

ITEM 1A. RISK FACTORS 

There have been no material changes in the risk factors set forth in the Company’s Form 10K for the period ended December 31, 2018.

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

During the period ending September 30, 2019 the Company sold 213,000 shares of common stock at $1.00 per share to raise working capital. As of September 30, 2019, the shares have not been distributed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 

None.

ITEM 4. MINE SAFETY DISCLOSURES 

None.

ITEM 5. OTHER INFORMATION 

None.

ITEM 6. EXHIBITS  

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.
32.2	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.

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 12, 2019

Alpha Energy, Inc.
Registrant
By:	/s/ John Lepin
	John Lepin
	President/Chief Financial Officer

16

EX-31.1

Exhibit 31.1 Section 302 Certification

EX-31.2

Exhibit 31.2 Section 302 Certification

EX-32.1

Exhibit 32.1 Section 906 Certification

EX-32.2

Exhibit 32.2 Section 906 Certification

XML

NOTE 1 - BASIS OF PRESENTATION: Related party policy (Policies)

9 Months Ended

Sep. 30, 2019

Policies

Related party policy

Related party policy

In accordance with ASC 850, the Company discloses: the nature of the related party relationship(s) involved; a description of the transactions,includingtransactionstowhichnoamountsornominalamountswereascribed,foreachoftheperiodsforwhichincome 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 relatedpartiesasofthedateofeachbalancesheetpresentedand,ifnototherwiseapparent,thetermsandmannerofsettlement.

XML

NOTE 5 - EQUITY

9 Months Ended

Sep. 30, 2019

Notes

NOTE 5 - EQUITY

NOTE 5 – EQUITY

The Company is authorized to issue up to 10,000,000 shares of $0.0001 par value preferred stock and 65,000,000 shares of $0.0001par value common stock.

For the nine months ended September 30, 2019, 133,000 shares with a fair value of $536,701 were issued for stock compensation for directors and the CEO.

During the nine months ended September 30, 2019, the Company issued 60,000 shares of common stock with a fair value of $60,000 for consulting services.

During the nine months ending September 30, 2019, the Company sold 213,000 shares of common stock for $1.00 per share in a private placement. These shares have not yet been issued. The shares are considered issued and outstanding as of September 30, 2019 as the issuance of the shares is considered an administrative act.

On April 2, 2019 the Company entered into a six-month Corporate Finance Representation Agreement with Rebus Capital Group, LLC as the Company’s corporate finance advisor. Rebus was issued 100,000 shares of common stock for services valued at $1 per share or $100,000.

XML

NOTE 4 - DERIVATIVE LIABILITY: Fair Value, Assets and Liabilities measured on recurring basis (Tables)

9 Months Ended

Sep. 30, 2019

Tables/Schedules

Fair Value, Assets and Liabilities measured on recurring basis

		Level 1		Level 2		Level 3		Fair Value at September 30, 2019
Liabilities
Derivative Liability	$	-	$	-	$	142,466	$	142,466

		Level 1		Level 2		Level 3		Fair Value at December 31, 2018
Liabilities
Derivative Liability	$	-	$	-	$	608,598	$	608,98

XML

NOTE 2 - GOING CONCERN

9 Months Ended

Sep. 30, 2019

Notes

NOTE 2 - GOING CONCERN

NOTE 2 – GOING CONCERN

The Company’s interim unaudited 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. 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. 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 Companyisunabletocontinueasagoingconcern.

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Details
Revenues	$ 873	$ 481	$ 3,857	$ 2,024
Lease operating expenses	254	1,048	5,069	2,427
Gross Profit	619	(567)	(1,212)	(403)
Operating expenses:
Professional services	5,004	12,051	29,874	33,436
General and administrative expenses	144,732	13,256	437,061	31,340
Board of Director Fees	48,000	184,600	144,000	565,000
Impairment of oil and gas properties	0	0	70,000	0
Total operating expenses	197,736	209,907	680,935	629,776
Operating loss	(197,117)	(210,474)	(682,147)	(630,179)
Other Nonoperating Income (Expense)
Interest expense	(7,571)	(26,645)	(45,498)	(69,642)
Loss on initial measurement of derivative liability	0	(102,350)	0	(164,179)
Loss on fair market value of derivative liability	0	(379,529)	475,902	(402,196)
Nonoperating Income (Expense)	(7,571)	(508,524)	430,404	(636,017)
Provision for income taxes	0	0	0	0
Net Income (Loss)	$ (204,688)	$ (718,998)	$ (251,743)	$ (1,266,196)
Basic and diluted net loss per common share	$ (0.01)	$ (0.04)	$ (0.01)	$ (0.07)
Basic and diluted weighted-average common shares outstanding	17,390,224	17,016,428	17,500,432	17,100,428

XML

NOTE 6 - NOTE PAYABLE (Details) - Debt Instrument #1	9 Months Ended
	Sep. 30, 2019 USD ($)
Debt Instrument, Issuance Date	Mar. 27, 2019
Debt Instrument, Issuer	Company
Debt Instrument, Description	short-term Promissory Note
Debt Instrument, Face Amount	$ 50,000
Debt Instrument, Collateral	secured by 50,000 shares of the Company’s common stock at $1.00 per share
Debt Instrument, Maturity Date	Apr. 30, 2019
Interest Payable, Current	$ 7,550

XML

NOTE 4 - DERIVATIVE LIABILITY: Fair Value, Assets and Liabilities measured on recurring basis (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Derivative Liability, Fair Value, Gross Asset	$ 142,466	$ 60,898
Fair Value, Inputs, Level 1
Derivative Liability, Fair Value, Gross Asset	0	0
Fair Value, Inputs, Level 2
Derivative Liability, Fair Value, Gross Asset	0	0
Fair Value, Inputs, Level 3
Derivative Liability, Fair Value, Gross Asset	$ 142,466	$ 608,598

XML

NOTE 5 - EQUITY (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	65,000,000	65,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Sale of Stock Transaction #1
Shares, Issued	133,000
Stock Issued	$ 536,701
Sale of Stock, Description of Transaction	stock compensation for directors and the CEO
Sale of Stock Transaction #2
Shares, Issued	60,000
Stock Issued	$ 60,000
Sale of Stock, Description of Transaction	consulting services
Sale of Stock Transaction #3
Shares, Issued	213,000
Sale of Stock, Description of Transaction	private placement
Sale of Stock, Price Per Share	$ 1.00
Sale of Stock Transaction #4
Shares, Issued	100,000
Stock Issued	$ 100,000
Sale of Stock, Price Per Share	$ 1
Sale of Stock, Transaction Date	Apr. 02, 2019

XML

NOTE 3 - RELATED PARTY TRANSACTIONS (Details)	9 Months Ended
	Sep. 30, 2019 USD ($)
All
Related Party Transaction, Description of Transaction	Company received $13,000 advances and repaid $11,000 from AEI Acquisition Company
Proceeds from convertible credit line payable - related party	$ 13,000
Repayments of Debt	$ 11,000
ZHQ Holdings (75%), LLP and Pure Oil & Gas, Inc. (25%)
Related Party Transaction, Description of Transaction	Company entered into a short-term Promissory Note with ZHQ Holdings (75%), LLP and Pure Oil & Gas, Inc. (25%) for $50,000
Debt Instrument, Issuance Date	Mar. 27, 2019
Debt Instrument, Description	short-term Promissory Not
Debt Instrument, Face Amount	$ 50,000
Debt Instrument, Maturity Date	Apr. 30, 2019
Debt Instrument, Collateral	secured by 50,000 shares of the Company’s common stock at $1.00 per share

XML

NOTE 1 - BASIS OF PRESENTATION: Recently Issued Accounting Standards Not Yet Adopted (Policies)

9 Months Ended

Sep. 30, 2019

Policies

Recently Issued Accounting Standards Not Yet Adopted

Recently Issued Accounting Standards Not Yet Adopted

The Company has 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 no other pronouncements will have a significant effect on its financial statements.

XML

NOTE 8 - SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2019

Notes

NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

On October 9, 2019, the Company sold 10,000 shares of common stock for $10,000 in a private placement. These shares have not been issued.

XML

NOTE 4 - DERIVATIVE LIABILITY

9 Months Ended

Sep. 30, 2019

Notes

NOTE 4 - DERIVATIVE LIABILITY

NOTE 4 – 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 liabilities measured at fair value as of June 30, 2019 and December 31, 2018:

		Level 1		Level 2		Level 3		Fair Value at September 30, 2019
Liabilities
Derivative Liability	$	-	$	-	$	142,466	$	142,466

		Level 1		Level 2		Level 3		Fair Value at December 31, 2018
Liabilities
Derivative Liability	$	-	$	-	$	608,598	$	608,98

As of September 30, 2019, the Company had a $142,466 derivative liability balance on the balance sheet and recorded a gain from derivative liability fair value adjustment of $475,902 during the nine months ended September 30, 2019.

The fair market value adjustments as of September 30, 2019 were calculated utilizing a max valuation method using the following assumptions: exercise price of $1.00, 142,466 common shares the balance can be converted into and a stock price at measurement date of $1.00.

A summary of the activity of the derivative liability for the year ended December 31, 2018 is shown below:

Balance at December 31, 2017	$	238,674
Derivative liabilities recorded		49,580
Day one loss		122,362
Change due to note conversion		-
Loss on change in derivative fair value adjustment		197,982
Balance at December 31, 2018	$	608,598

A summary of the activity of the derivative liability for the nine months ended September 30, 2019 is shown below:

Balance at December 31, 2018	$	608,598
Derivative liabilities recorded		9,750
Day one loss		-
Change due to note conversion		-
Gain on change in derivative fair value adjustment		(475,902)
Balance at September 30, 2019	$	142,466

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Details
Registrant Name	ALPHA ENERGY INC
Registrant CIK	0000855787
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	333-197642
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	90-1020566
Entity Address, Address Line One	4162 Meyerwood Drive
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77025
Entity Address, Address Description	Address of principal executive offices
Phone Fax Number Description	Registrant's Phone
City Area Code	713
Local Phone Number	316-0061
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,638,428
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

XML

Statements of Changes in Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity Balance, Starting at Dec. 31, 2017	$ 0	$ 1,702	$ 101,378	$ (380,855)	$ (277,775)
Shares Outstanding, Starting at Dec. 31, 2017	0	17,016,428
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture	$ 0	$ 9	380,391	0	380,400
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0	84,000
Net Income (Loss)	$ 0	$ 0	0	(1,266,196)	(1,266,196)
Shares Outstanding, Ending at Sep. 30, 2018	0	17,100,428
Equity Balance, Ending at Sep. 30, 2018	$ 0	$ 1,711	481,769	(1,647,051)	(1,163,571)
Equity Balance, Starting at Dec. 31, 2018	$ 0	$ 1,714	607,806	(1,906,233)	(1,296,713)
Shares Outstanding, Starting at Dec. 31, 2018	0	17,132,428
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture	$ 0	$ 13	536,688	0	536,701
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0	133,000
Stock Issued During Period, Value, New Issues	$ 0	$ 21	212,979	0	213,000
Stock Issued During Period, Shares, New Issues	0	213,000
Stock Issued During Period, Value, Issued for Services	$ 0	$ 16	159,984	0	160,000
Stock Issued During Period, Shares, Issued for Services	0	160,000
Net Income (Loss)	$ 0	$ 0	0	(251,743)	(251,743)
Shares Outstanding, Ending at Sep. 30, 2019	0	17,638,428
Equity Balance, Ending at Sep. 30, 2019	$ 0	$ 1,764	$ 1,517,457	$ (2,157,976)	$ (638,755)

XML

NOTE 3 - RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2019

Notes

NOTE 3 - RELATED PARTY TRANSACTIONS

NOTE 3 – RELATED PARTY TRANSACTIONS

TheCompanyneitherownsnorleasesanyrealorpersonalproperty.TheofficersanddirectorsfortheCompanyareinvolved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. The Chief Financial Officer allows the use of his residence as an office for the Company at no charge.

During the nine months ended September 30, 2019, the Company received $13,000 advances and repaid $11,000 from AEI Acquisition Company, a majority shareholder, from its convertible credit line.

On March 27, 2019 the Company entered into a short-term Promissory Note with ZHQ Holdings (75%), LLP and Pure Oil & Gas, Inc. (25%) for $50,000. The note was due April 30, 2019 and has not been repaid. The note is secured by 50,000 shares of the Company’s common stock at $1.00 per share. The funds were used to pay Escrow Deposit on the Rogers County Project. The note is in default as of September 30, 2019 and therefore, is accruing interest at the rate of $50 per day from April 30, 2019.

XML

NOTE 4 - DERIVATIVE LIABILITY (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Details
Derivative Liability, Fair Value, Gross Asset	$ 142,466	$ 60,898
Loss from derivative liability fair value adjustment	$ 475,902

XML

NOTE 4 - DERIVATIVE LIABILITY: Schedule of Derivative Liability Activity (Tables)

9 Months Ended

Sep. 30, 2019

Tables/Schedules

Schedule of Derivative Liability Activity

Balance at December 31, 2017	$	238,674
Derivative liabilities recorded		49,580
Day one loss		122,362
Change due to note conversion		-
Loss on change in derivative fair value adjustment		197,982
Balance at December 31, 2018	$	608,598

A summary of the activity of the derivative liability for the nine months ended September 30, 2019 is shown below:

Balance at December 31, 2018	$	608,598
Derivative liabilities recorded		9,750
Day one loss		-
Change due to note conversion		-
Gain on change in derivative fair value adjustment		(475,902)
Balance at September 30, 2019	$	142,466

XML

NOTE 7 - OIL AND GAS PROPERTIES (Details)	9 Months Ended
	Sep. 30, 2019 USD ($)
Details
Impairment loss	$ 70,000

XML

NOTE 1 - BASIS OF PRESENTATION: Revenue and Cost Recognition (Policies)

9 Months Ended

Sep. 30, 2019

Policies

Revenue and Cost Recognition

Revenue and Cost Recognition

The Company records revenues from the sales of natural gas and crude oil when the production is produced and sold, and also when collectabilityisensured.TheCompanymayinthefuturehaveaninterestwithotherproducersincertainproperties,inwhichcasethe Companywillusethesalesmethodtoaccountforgasimbalances.Underthismethod,revenuewillberecordedonthebasisofnatural gasactuallysoldbytheCompany.TheCompanyalsoreducesrevenueforotherowners’naturalgassoldbytheCompanythatcannot 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, 2019 or December 31, 2018. The Company recorded revenues of $3,857 and $2,024 and costs of revenues totaling $5,069 and $2,427duringtheninemonthsendedSeptember 30,2019and2018.Therewere noaccountsreceivableatSeptember 30,2019 and December 31,2018.

XML

NOTE 6 - NOTE PAYABLE

9 Months Ended

Sep. 30, 2019

Notes

NOTE 6 - NOTE PAYABLE

NOTE 6 – NOTE PAYABLE

On March 27, 2019 the Company entered into a short-term Promissory Note with ZHQ Holdings (75%), LLP and Pure Oil & Gas, Inc (25%) for $50,000. The note is secured by 50,000 shares of the Company’s common stock at $1.00 per share. The funds were used to fund the deposit for the Purchase and Sale Agreement with Premier Gas Company, LLC (see Note 7). The note was due April 30, 2019 and has not been repaid. The note is in default as of September 30, 2019 and therefore, is accruing interest at the rate of $50 per day from April 30, 2019. Accrued interest on the note as of September 30, 2019 was $7,550

XML

Balance Sheets (Unaudited) - Parenthetical - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Details
Debt Instrument, Unamortized Discount, Current	$ 9,133	$ 29,494
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	65,000,000	65,000,000
Common Stock, Shares, Issued	17,638,428	17,132,428
Common Stock, Shares, Outstanding	17,638,428	17,132,428

XML

NOTE 1 - BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2019

Notes

NOTE 1 - BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim 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 September 30, 2019 and 2018, 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 omitted. Notes to the financial statements which would substantiallyduplicatethedisclosurescontainedintheauditedfinancialstatementsforthemostrecentfiscalperiod,asreportedinthe Form 10-K, have been omitted. It is suggested that these unaudited interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2018 audited financial statements. The results of operationsforthethree and nine monthsended September 30,2019arenotnecessarilyindicativeoftheoperatingresultsforthefullyear.

Related party policy

In accordance with ASC 850, the Company discloses: the nature of the related party relationship(s) involved; a description of the transactions,includingtransactionstowhichnoamountsornominalamountswereascribed,foreachoftheperiodsforwhichincome 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 relatedpartiesasofthedateofeachbalancesheetpresentedand,ifnototherwiseapparent,thetermsandmannerofsettlement.

Revenue and Cost Recognition

The Company records revenues from the sales of natural gas and crude oil when the production is produced and sold, and also when collectabilityisensured.TheCompanymayinthefuturehaveaninterestwithotherproducersincertainproperties,inwhichcasethe Companywillusethesalesmethodtoaccountforgasimbalances.Underthismethod,revenuewillberecordedonthebasisofnatural gasactuallysoldbytheCompany.TheCompanyalsoreducesrevenueforotherowners’naturalgassoldbytheCompanythatcannot 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, 2019 or December 31, 2018. The Company recorded revenues of $3,857 and $2,024 and costs of revenues totaling $5,069 and $2,427duringtheninemonthsendedSeptember 30,2019and2018.Therewere noaccountsreceivableatSeptember 30,2019 and December 31,2018.

Derivative Liabilities

TheCompanyrecordsadebtdiscountrelatedtotheissuanceofconvertibledebtsthathaveconversionfeaturesatadjustablerates.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 infair market values of derivative liabilities over the life of the convertiblenotes.

Accounting Standards Adopted During the Quarter Ended September 30, 2019 

The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the application date. In addition, the Company elected the available practical expedients permitted under the transaction guidance within the new standard. There was no impact from the adoption of the new standard as the Company does not currently have any operating leases.

Recently Issued Accounting Standards Not Yet Adopted

The Company has 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 no other pronouncements will have a significant effect on its financial statements.

XML

NOTE 1 - BASIS OF PRESENTATION: Derivative Liabilities (Policies)

9 Months Ended

Sep. 30, 2019

Policies

Derivative Liabilities

Derivative Liabilities

TheCompanyrecordsadebtdiscountrelatedtotheissuanceofconvertibledebtsthathaveconversionfeaturesatadjustablerates.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 infair market values of derivative liabilities over the life of the convertiblenotes.

Accounting Standards Adopted During the Quarter Ended September 30, 2019 

The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the application date. In addition, the Company elected the available practical expedients permitted under the transaction guidance within the new standard. There was no impact from the adoption of the new standard as the Company does not currently have any operating leases.

XML

NOTE 7 - OIL AND GAS PROPERTIES

9 Months Ended

Sep. 30, 2019

Notes

NOTE 7 - OIL AND GAS PROPERTIES

NOTE 7 – OIL AND GAS PROPERTIES

The Company entered into a Letter of Intent with Chicorica, LLC on December 13, 2018 and extended the agreement effective August 29, 2019. Chicorica has developed an oil and gas exploration project in northeastern New Mexico (the “Frostback Project”) that includes several prospective areas and Alpha is interested in exploring in these areas and utilizing Chicorica’s seismic and other data and expertise. The agreement is for $95,000 with $10,000 paid on signing the LOI and $85,000 due by November 1, 2019. As of September 30, 2019, the Company has not made the final payment.

On March 13th, 2019, Alpha Energy, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Premier Gas Company, LLC. (“Premier”) to acquire oil and gas assets in Oklahoma in consideration of a Purchase Price of One Million Six Hundred Thousand Dollars ($1,600,000) (the “Purchase Price”) that includes a non-refundable deposit in the amount of Fifty Thousand Dollars ($50,000) (the “Deposit) through the Escrow Agent. The Deposit shall be credited against the cash portion of the Purchase Price at Closing. Although the dates on the Purchase and Sale agreements were dated January 29th, 2019, the contracts were not ultimately delivered to the company until March 13th, 2019 and the deposit was advanced to the Escrow Agent. The note payable associated with the escrow deposit is in default and the Company has recorded $70,000 of impairment of this oil and gas property.

XML

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 5,350	$ 240
Prepaid expenses	0	0
Total current assets	5,350	240
Oil and gas property, unproved, full cost	37,591	10,000
Total assets	42,941	10,240
Current liabilities:
Accounts payable	327,907	550,848
Interest payable	26,865	11,479
Short term advances related party	397	24,366
Short term note payable	50,000	0
Derivative Liability, Current	142,446	608,598
Total current liabilities	547,615	1,195,291
Convertible Credit line payable - related party, net of discount of $9,133 and $29,494, respectively	133,314	110,952
Asset retirement obligation	767	710
Liabilities	681,696	1,306,953
Shareholders' deficit:
Preferred shares	0	0
Common shares	1,764	1,714
Additional paid-in capital	1,517,457	607,806
Accumulated deficit	(2,157,976)	(1,906,233)
Total shareholders' deficit	(638,755)	(1,296,713)
Total liabilities and shareholders' deficit	$ 42,941	$ 10,240

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Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (251,743)	$ (1,266,196)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Debt discount amortization	30,112	64,622
Excess fair market value of initial measurement of derivative liability	0	164,179
Stock issued for consulting	160,000	380,400
Loss on fair market value of derivative liability	(475,902)	402,196
Impairment loss	70,000
Asset retirement obligation expense	57	56
Changes in operating assets and liabilities:
Increase (Decrease) in Prepaid Expense	0	0
Account receivable	0	1,285
Accounts payable	319,325	186,252
Interest payable	15,386	5,021
Net Cash Provided by (Used in) Operating Activities, Continuing Operations	(132,765)	(62,185)
Net Cash Provided by (Used in) Investing Activities
Capital expenditures	(47,591)	(10,000)
Net Cash Provided by (Used in) Investing Activities	(47,591)	(10,000)
Net Cash Provided by (Used in) Financing Activities
Proceeds from sale of stock	213,000	0
Proceeds from convertible credit line payable - related party	13,000	73,946
Net repayments of related party advances	(33,534)	0
Payments on convertible credit line payable - related party	(7,000)	0
Net Cash Provided by (Used in) Financing Activities	185,466	73,946
Net change in cash	5,110	1,761
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	240	1,061
Cash and Cash Equivalents, at Carrying Value, Ending Balance	5,350	2,822
Supplemental Cash Flow Information
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	0	0
Income Taxes Paid, Net	0	0
Cash Flow, Noncash Investing and Financing Activities Disclosure
Debt discount on convertible credit line payable - related party	0	73,946
Note Payable for oil and gas property	0	0
Stock issued for accrued compensation and director fees	$ 536,701	$ 0

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NOTE 8 - SUBSEQUENT EVENTS (Details) - Event #1	9 Months Ended
	Sep. 30, 2019 USD ($) shares
Subsequent Event, Date	Oct. 09, 2019
Subsequent Event, Description	Company sold 10,000 shares of common stock for $10,000 in a private placement
Stock Issued During Period, Shares, New Issues | shares	10,000
Stock Issued | $	$ 10,000

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NOTE 4 - DERIVATIVE LIABILITY: Schedule of Derivative Liability Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Details
Derivative Liability, Balance, Start of Period	$ 608,598	$ 238,674
Derivative liabilities recorded	9,750	49,580
Day one loss	0	122,362
Change due to note conversion	0	0
Loss on change in derivative fair value adjustment	(475,902)	197,982
Derivative Liability, Balance, End of Period	$ 142,466	$ 608,598

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NOTE 1 - BASIS OF PRESENTATION: Revenue and Cost Recognition (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Details
Revenues	$ 873	$ 481	$ 3,857	$ 2,024
Lease operating expenses	254	$ 1,048	5,069	$ 2,427
Accounts Receivable, after Allowance for Credit Loss	$ 0		$ 0		$ 0