10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934   For the quarterly period ended March 31, 2020

☐ 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 ☒ No ☐

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

Large accelerated filer     ☐	Accelerated filer                         ☐
Non-accelerated filer       ☐	Smaller reporting company        ☒
	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. ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	APHE	Other OTC

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

As of November 4, 2020, the issuer had 18,056,428 shares of common stock issued and outstanding.

	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	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19

2

ITEM 1. FINANCIAL STATEMENTS

	Page(s)
Consolidated Balance Sheets (unaudited)	4
Consolidated Statements of Operations (unaudited)	5
Consolidated Statements of Changes in Stockholders' Deficit (unaudited)	6
Consolidated Statements of Cash Flows (unaudited)	7
Notes to the Consolidated Financial Statements (unaudited)	8

3

ALPHA ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2020			December 31, 2019
Assets
Noncurrent assets:
Oil and gas property, unproved, full cost	$	10,000		$	10,000
Total assets	$	10,000		$	10,000
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable	$	366,059		$	300,428
Accounts payable and accrued expenses - related party		5,461			3,687
Interest payable		40,403			33,653
Short term advance from related party		856			397
Short term note payable		50,000			50,000
Derivative liability		26,240			65,289
Current portion of convertible credit line payable – related party, net of discount of $11,665		116,913			-
Total current liabilities		605,932			453,454
Convertible credit line payable – related party, net of discount of $17,396		-			113,182
Asset retirement obligation		805			786
Total liabilities		606,737			567,422
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 65,000,000 shares authorized and 17,888,428 and 17,822,428 shares issued and outstanding, respectively		1,790			1,783
Additional paid-in capital		1,820,990			1,754,997
Accumulated deficit		(2,419,517	)		(2,314,202	)
Total stockholders' deficit		(596,737	)		(557,422	)
Total liabilities and stockholders' deficit	$	10,000		$	10,000

See accompanying notes to the unaudited consolidated financial statements.

4

ALPHA ENERGY, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

(Unaudited)

	March 31, 2020			March 31, 2019
				As Revised
Oil and gas sales	$	346		$	2,270
Lease operating expenses		928			2,902
Gross loss		(582	)		(632	)
Operating expenses:
Professional services		-			13,908
Board of director fees		48,000			48,000
General and administrative		83,301			166,849
Total operating expenses		131,301			228,757
Loss from operations		(131,883	)		(229,389	)
Other income (expense):
Interest expense		(12,481	)		(12,608	)
Gain on change in fair value of derivative liabilities		39,049			449,133
Total other income		26,568			436,525
Net income (loss)	$	(105,315	)	$	207,136
Income (loss) per share:
Basic	$	(0.01	)	$	0.01
Diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
Basic		17,851,879			17,297,372
Diluted		17,980,457			17,433,818

See accompanying notes to the unaudited consolidated financial statements.

5

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

(Unaudited)

	Common Stock				Additional		Accumulated			Total Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance, December 31, 2018		17,217,428	$	1,722	$	1,150,059	$	(1,881,265	)	$	(729,484	)
Stock issued for cash		131,000		13		130,987		-			131,000
Stock-based compensation		108,000		11		107,989		-			108,000
Net income		-		-		-		207,136			207,136
Balance, March 31, 2019 - As Revised		17,456,428	$	1,746	$	1,389,035	$	(1,674,129	)	$	(283,348	)
Balance, December 31, 2019		17,822,428		1,783		1,754,997		(2,314,202	)		(557,422	)
Stock issued for cash		18,000		2		17,998		-			18,000
		-
Stock-based compensation		48,000		5		47,995		-			48,000
Net loss		-		-		-		(105,315	)		(105,315	)
Balance, March 31, 2020		17,888,428	$	1,790	$	1,820,990	$	(2,419,517	)	$	(596,737	)

See accompanying notes to the unaudited consolidated financial statements.

6

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

(Unaudited)

	March 31, 2020			March 31, 2019
				As Revised
Cash flows from operating activities:
Net income (loss)	$	(105,315	)	$	207,136
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation		48,000			108,000
Amortization of debt discount		5,731			9,879
Gain on change in fair value of derivative liabilities		(39,049	)		(449,133	)
Asset retirement obligation expense		19			19
Changes in operating assets and liabilities:
Accounts payable		66,090			16,118
Accounts payable-related party		1,774			(6,579	)
Interest Payable		6,750			2,729
Net cash used in operating activities		(16,000	)		(111,831	)
Cash flows from financing activities:
Payment on convertible credit line payable - related party		(2,000	)		(4,000	)
Advances from related party		-			23,841
Payments on short term advances - related party		-			(30,875	)
Proceeds from sale of common stock		18,000			131,000
Net cash provided by financing activities		16,000			119,966
Net change in cash and cash equivalents		-			8,135
Cash and cash equivalents, at beginning of period		-			240
Cash and cash equivalents, at end of period	$	-		$	8,375
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Expenses paid on behalf of the Company by related party	$	459		$	-
Non cash short term loan payable	$	-		$	50,000

See accompanying notes to the unaudited consolidated financial statements.

7

ALPHA ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2019 and 2018 which are included on a Form 10-K filed on September 24, 2020. In the opinion of management, all adjustments which include normal recurring adjustments, necessary to present fairly the financial position, results of operations, and cash flows for the periods shown have been reflected herein. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results for the full year. Certain information and footnote disclosures which would substantially duplicate the disclosures contained in the audited financial statements for years ended December 31, 2019 and 2018 have been omitted.

Principles of Consolidation

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Basic and Diluted Income (Loss) per share

Net income (loss) per share is provided in accordance with FASB ASC 260-10, "Earnings (Loss) per Share". Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended March 31, 2020 and 2019, there were 128,578 and 136,446 shares issuable from convertible credit line payable which were considered for their dilutive effects, respectively.

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

	March 31, 2020			March 31, 2019
Basic net income (loss)	$	(105,315	)	$	207,136
Add back: Gain on change in fair value of derivative liabilities		(39,049	)		(449,133	)
Diluted net loss	$	(144,364	)	$	(241,997	)
Basic and dilutive shares:
Weighted average basic shares outstanding		17,851,879			17,297,372
Shares issuable from convertible credit line payable		128,578			136,446
Dilutive shares		17,980,457			17,433,818
Income (loss) per share:
Basic	$	(0.01	)	$	0.01
Diluted	$	(0.01	)	$	(0.01	)

8

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

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

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

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

The carrying amount of the Company’s financial instruments consisting of cash and cash equivalents, accounts payable, notes payable and convertible notes approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

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.

Revision of Prior Period Financial Statements

In 2020, the Company identified errors in account balances in the Form 10Q filed for the three months ended March 31, 2019. The following accounts were deemed to contain errors: accounts payable, derivative liability, common stock, additional paid in capital, operating expenses, interest expense and loss on derivative liabilities. The errors resulted from incorrect recording of stock-based compensation and overstatements of derivative liability and amortization of debt discount.

Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued financial statements, and as such no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. Such correction may be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements were corrected in the consolidated balance sheet as of March 31, 2019 and consolidated statements of operations and cash flows for the three months ended March 31, 2019.

9

The tables below summarize previously reported amounts and the adjusted presentation of the consolidated balance sheet and consolidated statements of operations and cash flows for the affected period:

ALPHA ENERGY, INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

	March 31, 2019
	As Reported			Adjustment			As Revised
Current assets
Cash	$	8,375		$	-		$	8,375
Total current assets		8,375			-			8,375
Oil and gas property, unproved, full cost		80,000			(20,000	)		60,000
Total assets	$	88,375		$	(20,000	)	$	68,375
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	71,868			(181	)	$	71,687
Interest payable		14,208			-			14,208
Short term advance from related party		17,332			-			17,332
Short term note payable		50,000			-			50,000
Derivative liability		136,446			(35,660	)		100,786
Total current liabilities		289,854			(35,841	)		254,013
Convertible credit line payable - related party		127,555			(30,574	)		96,981
Asset retirement obligation		729			-			729
Total liabilities		418,138			(66,415	)		351,723
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; 17,456,428 issued and outstanding at March 31, 2019		1,746			-			1,746
Additional paid in capital		1,335,475			53,560			1,389,035
Accumulated deficit		(1,666,984	)		(7,145	)		(1,674,129	)
Total stockholder deficit		(329,763	)		46,415			(283,348	)
Total liabilities and stockholders' deficit	$	88,375		$	(20,000	)	$	68,375

10

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	For the three months ended March 31, 2019
	As Reported			Adjustment			As Revised
Oil & Gas Sales	$	2,270		$	-		$	2,270
Lease operating expenses		2,902			-			2,902
Gross margin		(632	)		-			(632	)
Operating expenses:
Professional services		118,908			(105,000	)		13,908
Board of directors fees		48,000			-			48,000
General and administrative		42,031			124,818			166,849
Total operating expenses		208,939			19,818			228,757
Loss from operations		(209,571	)		(19,818	)		(229,389	)
Other income (expense):
Interest expense		(23,332	)		10,724			(12,608	)
Gain (loss) on change in fair value of derivative liabilities		472,152			(23,019	)		449,133
Total other income (expense)		448,820			(12,295	)		436,525
Net income (loss)	$	239,249		$	(32,113	)	$	207,136
Income per share:
Basic	$	0.01		$	-		$	0.01
Diluted	$	0.01		$	-		$	0.01
Weight average shares common share outstanding: basic and diluted
Basic		17,323,284			(25,912	)		17,297,372
Diluted		17,459,730			(25,912	)		17,433,818

11

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	For the three months ended March 31, 2019
	As Reported			Adjustments			As Revised
Cash flows from operation activities
Net income	$	239,249		$	(32,113	)	$	207,136
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		60,000			48,000			108,000
Amortization of debt discount		20,603			(10,724	)		9,879
(Gain) loss on change in fair value of derivative liabilities		(472,152	)		23,019			(449,133	)
Asset retirement obligation expense		19			-			19
Change in operating assets and liabilities:
Accounts payable		57,721			(41,603	)		16,118
Accounts payable related party		-			(6,579	)		(6,579	)
Interest payable		2,729			-			2,729
Net cash used in operating activities		(91,831	)		(20,000	)		(111,831	)
Cash flows from investing activities
Deposit for purchase of oil and gas properties		(70,000	)		70,000			-
Net cash used in investing activities		(70,000	)		70,000			-
Cash flows from financing activities
Advances from related party		19,841			4,000			23,841
Payment on convertible credit line payable - related party		-			(4,000	)		(4,000	)
Proceeds from notes payable		50,000			(50,000	)		-
Proceeds from sale of stock		131,000			-			131,000
Repayments of related party advances		(30,875	)		-			(30,875	)
Net cash provided by financing activities		169,966			(50,000	)		119,966
Net change in cash and cash equivalents		8,135			-			8,135
Cash and cash equivalent, beginning of period		240			-			240
Cash and cash equivalent, end of period	$	8,375		$	-		$	8,375
Supplemental disclosure of non-cash financing activities
Stock issued for accrued compensation and directors fees	$	536,701		$	(536,701	)	$	-
Non cash short term loan payable	$	50,000		$	50,000		$	50,000

12

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 does not have any cash or other current assets, nor does it have an established 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. 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 received advances from related parties totaling $0 and $23,841 and repaid $0 and $30,875 during the three months ended March 31, 2020 and 2019, respectively. The advances from related parties are not convertible, bear no interest and are due on demand. During the three months ended March 31, 2020, a related party paid $459 of expenses on behalf of the Company.

There was $856 and $397 due to related parties as of March 31, 2020 and December 31, 2019, respectively. The Chief Financial Officer allows the use of his residence as an office for the Company at no charge.

NOTE 4 – COMMON STOCK

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.

The Board of Directors authorized the Company to sell 750,000 shares of common stock at $1.00 per share to raise working capital.

During the quarter ended March 31, 2020, the Company sold 18,000 shares of the common stock for total proceeds of $18,000.

The Company compensates each of its directors with 4,000 shares of common stock each month. During each of the quarters ended March 31, 2020 and 2019, the Company issued 48,000 shares of common stock valued at $48,000.

During the quarter ended March 31, 2019, the Company issued 60,000 shares of common stock with a fair value of $60,000 for consulting services.

During March 2019, the Company sold 131,000 shares of common stock for $1 per share in a private placement for total proceeds of $131,000.

NOTE 5 – NOTE PAYABLE

On March 30, 2019, the Company executed a promissory note for $50,000 to ZHQ Holdings, LLP (75%) and Pure Oil & Gas, Inc (25%). The due date of the note is April 30, 2019 and has an interest rate of $50 per day. The note is for an escrow payment made directly to Premier Gas Company, LLC to hold the Purchase and Sale Agreement dated January 29, 2019. The note is secured by 50,000 shares of the Company’s common stock at $1 per share. As of March 31, 2020, the note is outstanding with accrued interest of $16,550.

13

NOTE 6 – CONVERTIBLE CREDIT LINE PAYABLE – RELATED PARTY

On September 1, 2017, the Company entered into a convertible credit line agreement to borrow up to $500,000. On the same date, the outstanding balance on a note payable of $87,366 was exchanged as a draw on the credit line. The loan modification is considered substantial under ASC 470-50. The outstanding balance accrues interest at a rate of 7% per annum and the outstanding balance is convertible to common stock of the Company at the lesser of the close price of the common stock as quoted on the OTCBB on the day interest is due and payable immediately preceding the conversion or $1.50. The Company analyzed the conversion options in the convertible line of credit for derivative accounting consideration under ASC 815, Derivative and Hedging, and determined that the transaction does qualify for derivative treatment. The Company measured the derivative liability and recorded a debt discount of $87,366 upon initial measurement. During the year ended December 31, 2019, the Company recognized an additional debt discount of $7,568 and amortized $39,514 of the discount as interest expense leaving an unamortized discount of $17,396 as of December 31, 2019. During the three months ended March 31, 2020, the Company amortized $5,731 of the discount as interest expense leaving an unamortized discount of $11,665 as of March 31, 2020. See discussion of derivative liability in Note 7 – Derivative Liability.

During the three months ended March 31, 2020 and 2019, the Company recorded $2,000 and $4,000 in cash payment to the outstanding balance on the credit line, respectively.

NOTE 7 – DERIVATIVE LIABILITY

As discussed in Note 1, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of March 31, 2020 and December 31, 2019:

	Level 1		Level 2		Level 3		Fair Value at March 31, 2020
Liabilities:
Derivative liability	$	-	$	-	$	26,240	$	26,240

	Level 1		Level 2		Level 3		Fair Value at December 31, 2019
Liabilities:
Derivative liability	$	-	$	-	$	65,289	$	65,289

Utilizing Level 3 Inputs, the Company recorded fair market value adjustments related to convertible credit line payable for the three months ended March 31, 2020 and 2019 of $39,049 and $449,133, respectively. The fair market value adjustments as of March 31, 2020 and 2019 were calculated utilizing the Black-Scholes option pricing model using the following assumptions: exercise price of $1.00, computed volatility of 54% and 162% and discount rate of 0.17% and 2.27, respectively.

A summary of the activity of the derivative liability is shown below at March 31, 2020:

Balance at December 31, 2019	$	65,289
Gain on change in derivative fair value adjustment		(39,049	)
Balance at March 31, 2020	$	26,240

NOTE 8 – SUBSEQUENT EVENTS

On June 1, 2020, the Company entered an agreement with Jay Leaver, dba Leaverite Consulting, to be retained as President of the Company at a salary of $10,000 per month. Mr. Leaver is also President of Chicorica, LLC and Visionary Resources, LLC (Battlewagon Project) which the Company has ongoing contracts with for exploration projects.

On June 1, 2020, the Company entered into an agreement with Conner Staley and Staley Consulting, LLC, to be retained as Chief Operating Officer for his expertise in oil and gas exploration. The compensation is based on an hourly rate of $200 plus expenses.

On June 25, 2020, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Pure Oil & Gas, Inc. (“Pure”) and ZQH Holding, LLC (“ZQH”) to acquire oil and gas assets in Oklahoma (the "Project") in consideration of a purchase price of $1,000,000 (the “Purchase Price”). The Company also agrees in the Agreement to discharge a promissory note to ZQH in the amount of $50,000 plus $10,000 interest (see Note 5). The payment in full was not tendered prior to close of business on July 31, 2020. As of July 31, 2020, the Purchase Price will increase by $50,000 per month thereafter to a maximum possible Purchase Price of $1,200,000. If the Purchase Price and promissory note are not paid in full by December 1, 2020, ZQH and Pure have the option to convert all or part of the unpaid balance to the Company’s stock at a price of $1.00 per share.

14

Pursuant to the Agreement, the Company has taken assignment of all of ZQH and Pure's working interest in the Project. Company, ZQH, and Pure agree the sellers' combined working interest in the Project is 87.5%. The current operator of the Project and owner of the residual working interest is Premier Gas Company, LLC (“Premier”).

On July 6, 2020, Premier filed a mechanic’s lien against the interests of Pure, ZQH and the Company in the Project, alleging past unpaid invoices on the part of ZQH and Pure and also alleging that the Company’s ownership is 75% rather than 87.5%. No documentation has been provided to Alpha by ZQH, Pure, or Premier of any unpaid invoices. The Company intends to contest the lien vigorously.

On June 30, 2020, the Company entered into an Option Agreement (the “Agreement”) with Progressive Well Service, LLC. (“Progressive”) to acquire oil and gas assets in Lincoln and Logan Counties in Central Oklahoma (the “Coral Project”, called the “Logan 1 Project” in the Agreement). The Agreement gives the Company until December 31, 2020 to exercise its option (the “Option Period”). During the Option Period, Progressive may not sell the Coral Project to any third party. In return for this exclusivity, the Company is to issue 10,000 shares of its common stock, such shares to bear a legend restricting sale during the Option Period. At any time during the Option Period, the Company may exercise its Option with a cash payment of $50,000.

On September 8, 2020, the Company entered into an Option Agreement (the “Agreement”) with Kadence Petroleum, LLC. (“Kadence”) to acquire oil and gas assets in Logan County in Central Oklahoma, called the “Logan 2 Project” in the Agreement). The Agreement gives the Company until December 31, 2020 to exercise its option (the “Option Period”). During the Option Period, Progressive may not sell the Logan 2 Project to any third party. In return for this exclusivity, the Company paid $10,000 to Brian Tribble, Managing Member of Kadence, through AEI Acquisition, LLC revolving credit note, on September 18, 2020.

Subsequent to March 31, 2020, the Company sold 57,000 shares of the common stock for total proceeds of $57,000, issued 96,000 shares to compensates its directors and issued 15,000 shares to settle accounts payable. On August 6, 2020, the Board authorized an additional 550,000 shares of common stock for sale at $1.00 per share bringing the total to 1,300,000 shares.

15

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.

16

Liquidity and Capital Resources

As of March 31, 2020, we had total current assets of $0 and total current liabilities of $605,932.

The Company used $16,000 of cash in operating activities during the three months ended March 31, 2020 compared to $111,831 used in operations during the same period in 2019. Net cash used in operating activities during the three months ended March 31, 2020 was mainly comprised of our $105,315 net loss during the period, adjusted by a non-cash charges of $39,049 for gain on change in fair value of derivative liabilities, stock-based compensation of $48,000, amortization of debt discounts of $5,731, asset retirement obligations expense of $19 and changes in operating assets and liabilities of $74,614. Net cash used in operating activities during the three months ended March 31, 2019 was mainly comprised of our $207,136 net income during the period, adjusted by a non-cash charges of $449,133 for gain on change in fair value of derivative liabilities, $108,000 of stock compensation, amortization of debt discounts of $9,879, asset retirement obligations expense of $19 and changes in operating assets and liabilities of $12,268.

The Company generated cash of $16,000 from financing activities during the three months ended March 31, 2020 which consisted of $18,000 in proceeds from the sale of common stock and $2,000 payment on convertible credit line payable - related party. The Company generated cash of $119,966 from financing activities during the three months ended March 31, 2019 which consisted of proceeds of sale of common stock of $131,000, proceeds from related party advances of $23,841 offset by repayments on short term advances - related party of $30,875 and repayment on convertible credit line payable – related party of $4,000.

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 unaudited consolidated financial statements for additional information.

Results of Operations

We generated revenues of $346 and $2,270 during the three months ended March 31, 2020 and 2019, respectively. Total operating expenses were $131,301 during the three months ended March 31, 2020 compared to $228,757 during the same period in 2019. The decrease in operating expenses were due to a decrease in consulting fees of $73,093 and professional fees of $13,908.

Off-Balance sheet arrangements

As of March 31, 2020, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. Our accounting policies are described in Note 1 to our audited financial statements for 2019 appearing in our Annual Report on Form 10-K for the year ended December 31, 2019.

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 March 31, 2020, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective as of March 31, 2020.

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.

17

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On July 22, 2020, the Company filed a lawsuit in Texas State Court against its predecessor auditor, LBB & Associates and Vine Advisors, LLP, and their principal, Carlos Lopez, seeking damages up to $1,000,000.

In March 6, 2020, the Company was informed by the United States Securities and Exchange Commission that (a) Lopez and LBB were investigated by the SEC through an Order Instituting Administrative Proceedings; (b) Lopez and LBB ultimately agreed to the imposition of remedial sanctions against them by the SEC; and (c) Lopez had been suspended from appearing or practicing before the SEC for a period of at least two years (the “Suspension Order”) beginning on February 6, 2020. A copy of the Suspension Order can be found on the SEC’s website.

The Suspension Order finds, among other things, that:

● For three consecutive years, Lopez and LBB “engaged in a pattern of improper professional conduct as auditors”;

● Lopez failed to exercise due professional care in performing his audit work; and

● Lopez and LBB committed “multiple instances of highly unreasonable conduct in circumstances that warranted heightened scrutiny.”

The Suspension Order and the predecessor auditor’s failure to disclose it or the SEC investigation when it was occurring has had very damaging repercussions for the Company. Due to the misdeeds of Lopez, LBB, and Vine, the Company was obligated to spend substantial amounts to re-audit the filings that Lopez, LBB, and Vine handled. Also, the Company was obligated to undertake this re-audit for 2018 since it can no longer trust the work of someone who admittedly “engaged in a pattern of improper professional conduct” and committed “multiple instances of highly unreasonable conduct in circumstances that warranted heightened scrutiny.”

Upon discovery of the misdeeds of Lopez, LBB, and Vine, the Company notified the predecessor auditors of their claims. The predecessor auditors have ignored the Company’s communications and failed to respond or even return the Company’s work papers and property.

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, 2019.

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

During the period end March 31, 2020, the Company has sold 18,000 shares of common stock at $1.00 per share to raise working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our operations. 

ITEM 5. OTHER INFORMATION

None.

18

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 a dopted 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 a dopted 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 o f 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 o f the Sarbanes-Oxley Act of 2002.

101.INS** XBRL Instance

101.SCH** XBRL Taxonomy Extension Schema

101.CAL** XBRL Taxonomy Extension Calculation

101.DEF** XBRL Taxonomy Extension Definition

101.LAB** XBRL Taxonomy Extension Labels

101.PRE** XBRL Taxonomy Extension Presentation

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

19

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 9, 2020

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

20

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, John Lepin, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Alpha Energy, Inc. (the “Company”); 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report; 

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c.Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d.Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and 

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): 

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 

Date: November 9, 2020

/s/ John Lepin                          

John Lepin

President/Chief Financial Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, John Lepin, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Alpha Energy, Inc. (the “Company”); 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report; 

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c.Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d.Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and 

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): 

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 

Date: November 9, 2020

/s/ John Lepin                                  

John Lepin

President/Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alpha Energy, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Lepin, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2020

/s/ John Lepin                                          

John Lepin

President/Chief Financial Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alpha Energy, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Lepin, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2020

/s/ John Lepin                                                

John Lepin

President/Chief Financial Officer

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Nov. 04, 2020
Document Information [Line Items]
Entity Registrant Name	ALPHA ENERGY INC
Entity Central Index Key	0000855787
Trading Symbol	aphe
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	No
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		18,056,428
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false
Title of 12(b) Security	Common

XML

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Oil and gas property, unproved, full cost	$ 10,000	$ 10,000
Total assets	10,000	10,000
Current liabilities
Accounts payable	366,059	300,428
Accounts payable and accrued expenses - related party	5,461	3,687
Interest payable	40,403	33,653
Short term advance from related party	856	397
Short term note payable	50,000	50,000
Derivative liability	26,240	65,289
Current portion of convertible credit line payable – related party, net of discount of $11,665	116,913
Total current liabilities	605,932	453,454
Convertible credit line payable – related party, net of discount of $17,396		113,182
Asset retirement obligation	805	786
Total liabilities	606,737	567,422
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding
Common stock, $0.0001 par value, 65,000,000 shares authorized and 17,888,428 and 17,822,428 shares issued and outstanding, respectively	1,790	1,783
Additional paid in capital	1,820,990	1,754,997
Accumulated deficit	(2,419,517)	(2,314,202)
Total stockholders' deficit	(596,737)	(557,422)
Total liabilities and stockholders' deficit	$ 10,000	$ 10,000

XML

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Convertible debt, current unamortized discount	$ 11,665
Convertible debt, noncurrent unamortized discount
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	10,000,000	10,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	65,000,000	65,000,000
Common Stock, Shares, Issued (in shares)	17,888,428	17,822,428
Common Stock, Shares, Outstanding (in shares)	17,888,428	17,822,428

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Oil and gas sales	$ 346	$ 2,270
Lease operating expenses	928	2,902
Gross loss	(582)	(632)
Operating expenses:
Professional services		13,908
Board of directors fees	48,000	48,000
General and administrative	83,301	166,849
Total operating expenses	131,301	228,757
Loss from operations	(131,883)	(229,389)
Other income (expense):
Interest expense	(12,481)	(12,608)
Gain on change in fair value of derivative liabilities	39,049	449,133
Total other income	26,568	436,525
Net income (loss)	$ (105,315)	$ 207,136
Income (loss) per share:
Basic (in dollars per share)	$ (0.01)	$ 0.01
Diluted (in dollars per share)	$ (0.01)	$ 0.01
Weighted average shares outstanding:
Basic (in shares)	17,851,879	17,297,372
Diluted (in shares)	17,980,457	17,433,818

XML

Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2018	17,217,428
Balance at Dec. 31, 2018	$ 1,722	$ 1,150,059	$ (1,881,265)	$ (729,484)
Stock issued for cash (in shares)	131,000			131,000
Stock issued for cash	$ 13	130,987		$ 131,000
Stock-based compensation (in shares)	108,000
Stock-based compensation	$ 11	107,989		108,000
Net income (loss)			207,136	207,136
Balance (in shares) at Mar. 31, 2019	17,456,428
Balance at Mar. 31, 2019	$ 1,746	1,389,035	(1,674,129)	(283,348)
Balance (in shares) at Dec. 31, 2019	17,822,428
Balance at Dec. 31, 2019	$ 1,783	1,754,997	(2,314,202)	$ (557,422)
Stock issued for cash (in shares)	18,000			18,000
Stock issued for cash	$ 2	17,998		$ 18,000
Stock-based compensation (in shares)	48,000
Stock-based compensation	$ 5	47,995		48,000
Net income (loss)			(105,315)	(105,315)
Balance (in shares) at Mar. 31, 2020	17,888,428
Balance at Mar. 31, 2020	$ 1,790	$ 1,820,990	$ (2,419,517)	$ (596,737)

XML

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (105,315)	$ 207,136
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	48,000	108,000
Amortization of debt discount	5,731	9,879
Gain on change in fair value of derivative liabilities	(39,049)	(449,133)
Asset retirement obligation expense	19	19
Changes in operating assets and liabilities:
Accounts payable	66,090	16,118
Accounts payable-related party	1,774	(6,579)
Interest payable	6,750	2,729
Net cash used in operating activities	(16,000)	(111,831)
Cash flows from financing activities:
Payment on convertible credit line payable - related party	(2,000)	(4,000)
Advances from related party	0	23,841
Payments on short term advances - related party	0	(30,875)
Proceeds from sale of stock	18,000	131,000
Net cash provided by financing activities	16,000	119,966
Net change in cash and cash equivalents		8,135
Cash and cash equivalent, beginning of period		240
Cash and cash equivalent, end of period		8,375
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income taxes
Supplemental disclosure of non-cash investing and financing activities:
Expenses paid on behalf of the Company by related party	459
Non cash short term loan payable		$ 50,000

XML

Note 1 - Basis of Presentation

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE

1

– BASIS OF PRESENTATION

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and should be read in conjunction with the audited financial statements and notes thereto for the years ended

December 31, 2019

and

2018

which are included on a Form

10

-K filed on

September 24, 2020.

In the opinion of management, all adjustments which include normal recurring adjustments, necessary to present fairly the financial position, results of operations, and cash flows for the periods shown have been reflected herein. The results of operations for the

three

months ended

March 31, 2020

are

not

necessarily indicative of the operating results for the full year. Certain information and footnote disclosures which would substantially duplicate the disclosures contained in the audited financial statements for years ended

December 31, 2019

and

2018

have been omitted.

Principles of Consolidation

Our consolidated financial statements include our accounts and the accounts of our

100%

owned subsidiary, Alpha Energy Texas Operating, LLC. All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (

1

) recorded transactions are valid; (

2

) all valid transactions are recorded and (

3

) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Basic and Diluted Income (Loss) per share

Net income (loss) per share is provided in accordance with FASB ASC

260

-

10,

"Earnings (Loss) per Share". Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the

three

months ended

March 31, 2020

and

2019,

there were

128,578

and

136,446

shares issuable from convertible credit line payable which were considered for their dilutive effects, respectively.

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

	March 31, 2020			March 31, 2019
Basic net income (loss)	$	(105,315	)	$	207,136
Add back: Gain on change in fair value of derivative liabilities		(39,049	)		(449,133	)
Diluted net loss	$	(144,364	)	$	(241,997	)
Basic and dilutive shares:
Weighted average basic shares outstanding		17,851,879			17,297,372
Shares issuable from convertible credit line payable		128,578			136,446
Dilutive shares		17,980,457			17,433,818
Income (loss) per share:
Basic	$	(0.01	)	$	0.01
Diluted	$	(0.01	)	$	(0.01	)

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into

three

levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level

1

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

Level

2

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

Level

3

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

The carrying amount of the Company's financial instruments consisting of cash and cash equivalents, accounts payable, notes payable and convertible notes approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

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.

Revision of

Prior Period Financial Statement

s

In

2020,

the Company identified errors in account balances in the Form

10Q

filed for the

three

months ended

March 31, 2019.

The following accounts were deemed to contain errors: accounts payable, derivative liability, common stock, additional paid in capital, operating expenses, interest expense and loss on derivative liabilities. The errors resulted from incorrect recording of stock-based compensation and overstatements of derivative liability and amortization of debt discount.

Based on an analysis of Accounting Standards Codification (“ASC”)

250

– “Accounting Changes and Error Corrections” (“ASC

250”

) and Staff Accounting Bulletin

108

– “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB

108”

), the Company determined that these errors were immaterial to the previously issued financial statements, and as such

no

restatement was necessary. Correcting prior period financial statements for immaterial errors would

not

require previously filed reports to be amended. Such correction

may

be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements were corrected in the consolidated balance sheet as of

March 31, 2019

and consolidated statements of operations and cash flows for the

three

months ended

March 31, 2019.

The tables below summarize previously reported amounts and the adjusted presentation of the consolidated balance sheet and consolidated statements of operations and cash flows for the affected period:

ALPHA ENERGY, INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

	March 31, 2019
	As Reported			Adjustment			As Revised
Current assets
Cash	$	8,375		$	-		$	8,375
Total current assets		8,375			-			8,375
Oil and gas property, unproved, full cost		80,000			(20,000	)		60,000
Total assets	$	88,375		$	(20,000	)	$	68,375
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	71,868			(181	)	$	71,687
Interest payable		14,208			-			14,208
Short term advance from related party		17,332			-			17,332
Short term note payable		50,000			-			50,000
Derivative liability		136,446			(35,660	)		100,786
Total current liabilities		289,854			(35,841	)		254,013
Convertible credit line payable - related party		127,555			(30,574	)		96,981
Asset retirement obligation		729			-			729
Total liabilities		418,138			(66,415	)		351,723
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; 17,456,428 issued and outstanding at March 31, 2019		1,746			-			1,746
Additional paid in capital		1,335,475			53,560			1,389,035
Accumulated deficit		(1,666,984	)		(7,145	)		(1,674,129	)
Total stockholder deficit		(329,763	)		46,415			(283,348	)
Total liabilities and stockholders' deficit	$	88,375		$	(20,000	)	$	68,375

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	For the three months ended March 31, 2019
	As Reported			Adjustment			As Revised
Oil & Gas Sales	$	2,270		$	-		$	2,270
Lease operating expenses		2,902			-			2,902
Gross margin		(632	)		-			(632	)
Operating expenses:
Professional services		118,908			(105,000	)		13,908
Board of directors fees		48,000			-			48,000
General and administrative		42,031			124,818			166,849
Total operating expenses		208,939			19,818			228,757
Loss from operations		(209,571	)		(19,818	)		(229,389	)
Other income (expense):
Interest expense		(23,332	)		10,724			(12,608	)
Gain (loss) on change in fair value of derivative liabilities		472,152			(23,019	)		449,133
Total other income (expense)		448,820			(12,295	)		436,525
Net income (loss)	$	239,249		$	(32,113	)	$	207,136
Income per share:
Basic	$	0.01		$	-		$	0.01
Diluted	$	0.01		$	-		$	0.01
Weight average shares common share outstanding: basic and diluted
Basic		17,323,284			(25,912	)		17,297,372
Diluted		17,459,730			(25,912	)		17,433,818

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	For the three months ended March 31, 2019
	As Reported			Adjustments			As Revised
Cash flows from operation activities
Net income	$	239,249		$	(32,113	)	$	207,136
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		60,000			48,000			108,000
Amortization of debt discount		20,603			(10,724	)		9,879
(Gain) loss on change in fair value of derivative liabilities		(472,152	)		23,019			(449,133	)
Asset retirement obligation expense		19			-			19
Change in operating assets and liabilities:
Accounts payable		57,721			(41,603	)		16,118
Accounts payable related party		-			(6,579	)		(6,579	)
Interest payable		2,729			-			2,729
Net cash used in operating activities		(91,831	)		(20,000	)		(111,831	)
Cash flows from investing activities
Deposit for purchase of oil and gas properties		(70,000	)		70,000			-
Net cash used in investing activities		(70,000	)		70,000			-
Cash flows from financing activities
Advances from related party		19,841			4,000			23,841
Payment on convertible credit line payable - related party		-			(4,000	)		(4,000	)
Proceeds from notes payable		50,000			(50,000	)		-
Proceeds from sale of stock		131,000			-			131,000
Repayments of related party advances		(30,875	)		-			(30,875	)
Net cash provided by financing activities		169,966			(50,000	)		119,966
Net change in cash and cash equivalents		8,135			-			8,135
Cash and cash equivalent, beginning of period		240			-			240
Cash and cash equivalent, end of period	$	8,375		$	-		$	8,375
Supplemental disclosure of non-cash financing activities
Stock issued for accrued compensation and directors fees	$	536,701		$	(536,701	)	$	-
Non cash short term loan payable	$	50,000		$	50,000		$	50,000

XML

Note 2 - Going Concern

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

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 does

not

have any cash or other current assets, nor does it have an established 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. 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.

XML

Note 3 - Related Party Transactions

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

3

– RELATED PARTY TRANSACTIONS

The Company received advances from related parties totaling

$0

and

$23,841

and repaid

$0

and

$30,875

during the

three

months ended

March 31, 2020

and

2019,

respectively. The advances from related parties are

not

convertible, bear

no

interest and are due on demand. During the

three

months ended

March 31, 2020,

a related party paid

$459

of expenses on behalf of the Company.

There was

$856

and

$397

due to related parties as of

March 31, 2020

and

December 31, 2019,

respectively. The Chief Financial Officer allows the use of his residence as an office for the Company at

no

charge.

XML

Note 4 - Common Stock

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

4

– COMMON STOCK

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.

The Board of Directors authorized the Company to sell

750,000

shares of common stock at

$1.00

per share to raise working capital.

During the quarter ended

March 31, 2020,

the Company sold

18,000

shares of the common stock for total proceeds of

$18,000.

The Company compensates each of its directors with

4,000

shares of common stock each month. During each of the quarters ended

March 31, 2020

and

2019,

the Company issued

48,000

shares of common stock valued at

$48,000

.

During the quarter ended

March 31, 2019,

the Company issued

60,000

shares of common stock with a fair value of

$60,000

for consulting services.

During

March 2019,

the Company sold

131,000

shares of common stock for

$1

per share in a private placement for total proceeds of

$131,000.

XML

Note 5 - Notes Payable

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Short-term Debt [Text Block]

NOTE

5

– NOTE PAYABLE

On

March 30, 2019,

the Company executed a promissory note for

$50,000

to ZHQ Holdings, LLP (

75%

) and Pure Oil & Gas, Inc (

25%

). The due date of the note is

April 30, 2019

and has an interest rate of

$50

per day. The note is for an escrow payment made directly to Premier Gas Company, LLC to hold the Purchase and Sale Agreement dated

January 29, 2019.

The note is secured by

50,000

shares of the Company's common stock at

$1

per share. As of

March 31, 2020,

the note is outstanding with accrued interest of

$16,550.

XML

Note 6 - Convertible Credit Line Payable - Related Party

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Convertible Debt Disclosure [Text Block]

NOTE

6

– CONVERTIBLE CREDIT LINE PAYABLE – RELATED PARTY

On

September 1, 2017,

the Company entered into a convertible credit line agreement to borrow up to

$500,000.

On the same date, the outstanding balance on a note payable of

$87,366

was exchanged as a draw on the credit line. The loan modification is considered substantial under ASC

470

-

50.

The outstanding balance accrues interest at a rate of

7%

per annum and the outstanding balance is convertible to common stock of the Company at the lesser of the close price of the common stock as quoted on the OTCBB on the day interest is due and payable immediately preceding the conversion or

$1.50.

The Company analyzed the conversion options in the convertible line of credit for derivative accounting consideration under ASC

815,

Derivative and Hedging, and determined that the transaction does qualify for derivative treatment. The Company measured the derivative liability and recorded a debt discount of

$87,366

upon initial measurement. During the year ended

December 31, 2019,

the Company recognized an additional debt discount of

$7,568

and amortized

$39,514

of the discount as interest expense leaving an unamortized discount of

$17,396

as of

December 31, 2019.

During the

three

months ended

March 31, 2020,

the Company amortized

$5,731

of the discount as interest expense leaving an unamortized discount of

$11,665

as of

March 31, 2020.

See discussion of derivative liability in Note

7

– Derivative Liability.

During the

three

months ended

March 31, 2020

and

2019,

the Company recorded

$2,000

and

$4,000

in cash payment to the outstanding balance on the credit line, respectively.

XML

Note 7 - Derivative Liability

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Disclosure of Credit Derivatives [Table Text Block]

NOTE

7

– DERIVATIVE LIABILITY

As discussed in Note

1,

on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company's liabilities measured at fair value as of

March 31, 2020

and

December 31, 2019:

	Level 1		Level 2		Level 3		Fair Value at March 31, 2020
Liabilities:
Derivative liability	$	-	$	-	$	26,240	$	26,240

	Level 1		Level 2		Level 3		Fair Value at December 31, 2019
Liabilities:
Derivative liability	$	-	$	-	$	65,289	$	65,289

Utilizing Level

3

Inputs, the Company recorded fair market value adjustments related to convertible credit line payable for the

three

months ended

March 31, 2020

and

2019

of

$39,049

and

$449,133,

respectively. The fair market value adjustments as of

March 31, 2020

and

2019

were calculated utilizing the Black-Scholes option pricing model using the following assumptions: exercise price of

$1.00

,

computed volatility of

54%

and

162%

and discount rate of

0.17%

and

2.27,

respectively.

A summary of the activity of the derivative liability is shown below at

March 31, 2020:

Balance at December 31, 2019	$	65,289
Gain on change in derivative fair value adjustment		(39,049	)
Balance at March 31, 2020	$	26,240

XML

Note 8 - Subsequent Events

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

8

– SUBSEQUENT EVENTS

On

June 1, 2020,

the Company entered an agreement with Jay Leaver, dba Leaverite Consulting, to be retained as President of the Company at a salary of

$10,000

per month. Mr. Leaver is also President of Chicorica, LLC and Visionary Resources, LLC (Battlewagon Project) which the Company has ongoing contracts with for exploration projects.

On

June 1, 2020,

the Company entered into an agreement with Conner Staley and Staley Consulting, LLC, to be retained as Chief Operating Officer for his expertise in oil and gas exploration. The compensation is based on an hourly rate of

$200

plus expenses.

On

June 25, 2020,

the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Pure Oil & Gas, Inc. (“Pure”) and ZQH Holding, LLC (“ZQH”) to acquire oil and gas assets in Oklahoma (the "Project") in consideration of a purchase price of

$1,000,000

(the “Purchase Price”). The Company also agrees in the Agreement to discharge a promissory note to ZQH in the amount of

$50,000

plus

$10,000

interest (see Note

5

). The payment in full was

not

tendered prior to close of business on

July 31, 2020.

As of

July 31, 2020,

the Purchase Price will increase by

$50,000

per month thereafter to a maximum possible Purchase Price of

$1,200,000.

If the Purchase Price and promissory note are

not

paid in full by

December 1, 2020,

ZQH and Pure have the option to convert all or part of the unpaid balance to the Company's stock at a price of

$1.00

per share.

Pursuant to the Agreement, the Company has taken assignment of all of ZQH and Pure's working interest in the Project. Company, ZQH, and Pure agree the sellers' combined working interest in the Project is

87.5%.

The current operator of the Project and owner of the residual working interest is Premier Gas Company, LLC (“Premier”).

On

July 6, 2020,

Premier filed a mechanic's lien against the interests of Pure, ZQH and the Company in the Project, alleging past unpaid invoices on the part of ZQH and Pure and also alleging that the Company's ownership is

75%

rather than

87.5%.

No

documentation has been provided to Alpha by ZQH, Pure, or Premier of any unpaid invoices. The Company intends to contest the lien vigorously.

On

June 30, 2020,

the Company entered into an Option Agreement (the “Agreement”) with Progressive Well Service, LLC. (“Progressive”) to acquire oil and gas assets in Lincoln and Logan Counties in Central Oklahoma (the “Coral Project”, called the “Logan

1

Project” in the Agreement). The Agreement gives the Company until

December 31, 2020

to exercise its option (the “Option Period”). During the Option Period, Progressive

may

not

sell the Coral Project to any

third

party. In return for this exclusivity, the Company is to issue

10,000

shares of its common stock, such shares to bear a legend restricting sale during the Option Period. At any time during the Option Period, the Company

may

exercise its Option with a cash payment of

$50,000.

On

September 8, 2020,

the Company entered into an Option Agreement (the “Agreement”) with Kadence Petroleum, LLC. (“Kadence”) to acquire oil and gas assets in Logan County in Central Oklahoma, called the “Logan

2

Project” in the Agreement). The Agreement gives the Company until

December 31, 2020

to exercise its option (the “Option Period”). During the Option Period, Progressive

may

not

sell the Logan

2

Project to any

third

party. In return for this exclusivity, the Company paid

$10,000

to Brian Tribble, Managing Member of Kadence, through AEI Acquisition, LLC revolving credit note, on

September 18, 2020.

Subsequent to

March 31, 2020,

the Company sold

57,000

shares of the common stock for total proceeds of

$57,000,

issued

96,000

shares to compensates its directors and issued

15,000

shares to settle accounts payable. On

August 6, 2020,

the Board authorized an additional

550,000

shares of common stock for sale at

$1.00

per share bringing the total to

1,300,000

shares.

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Our consolidated financial statements include our accounts and the accounts of our

100%

owned subsidiary, Alpha Energy Texas Operating, LLC. All intercompany transactions and balances have been eliminated.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (

1

) recorded transactions are valid; (

2

) all valid transactions are recorded and (

3

) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Income (Loss) per share

Net income (loss) per share is provided in accordance with FASB ASC

260

-

10,

"Earnings (Loss) per Share". Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the

three

months ended

March 31, 2020

and

2019,

there were

128,578

and

136,446

shares issuable from convertible credit line payable which were considered for their dilutive effects, respectively.

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

	March 31, 2020			March 31, 2019
Basic net income (loss)	$	(105,315	)	$	207,136
Add back: Gain on change in fair value of derivative liabilities		(39,049	)		(449,133	)
Diluted net loss	$	(144,364	)	$	(241,997	)
Basic and dilutive shares:
Weighted average basic shares outstanding		17,851,879			17,297,372
Shares issuable from convertible credit line payable		128,578			136,446
Dilutive shares		17,980,457			17,433,818
Income (loss) per share:
Basic	$	(0.01	)	$	0.01
Diluted	$	(0.01	)	$	(0.01	)

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into

three

levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level

1

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

Level

2

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

Level

3

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

The carrying amount of the Company's financial instruments consisting of cash and cash equivalents, accounts payable, notes payable and convertible notes approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

New Accounting Pronouncements, Policy [Policy Text Block]

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.

Error Corrections and Prior Period Adjustment Restatement [Policy Text Block]

Revision of

Prior Period Financial Statement

s

In

2020,

the Company identified errors in account balances in the Form

10Q

filed for the

three

months ended

March 31, 2019.

The following accounts were deemed to contain errors: accounts payable, derivative liability, common stock, additional paid in capital, operating expenses, interest expense and loss on derivative liabilities. The errors resulted from incorrect recording of stock-based compensation and overstatements of derivative liability and amortization of debt discount.

Based on an analysis of Accounting Standards Codification (“ASC”)

250

– “Accounting Changes and Error Corrections” (“ASC

250”

) and Staff Accounting Bulletin

108

– “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB

108”

), the Company determined that these errors were immaterial to the previously issued financial statements, and as such

no

restatement was necessary. Correcting prior period financial statements for immaterial errors would

not

require previously filed reports to be amended. Such correction

may

be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements were corrected in the consolidated balance sheet as of

March 31, 2019

and consolidated statements of operations and cash flows for the

three

months ended

March 31, 2019.

The tables below summarize previously reported amounts and the adjusted presentation of the consolidated balance sheet and consolidated statements of operations and cash flows for the affected period:

ALPHA ENERGY, INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

	March 31, 2019
	As Reported			Adjustment			As Revised
Current assets
Cash	$	8,375		$	-		$	8,375
Total current assets		8,375			-			8,375
Oil and gas property, unproved, full cost		80,000			(20,000	)		60,000
Total assets	$	88,375		$	(20,000	)	$	68,375
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	71,868			(181	)	$	71,687
Interest payable		14,208			-			14,208
Short term advance from related party		17,332			-			17,332
Short term note payable		50,000			-			50,000
Derivative liability		136,446			(35,660	)		100,786
Total current liabilities		289,854			(35,841	)		254,013
Convertible credit line payable - related party		127,555			(30,574	)		96,981
Asset retirement obligation		729			-			729
Total liabilities		418,138			(66,415	)		351,723
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; 17,456,428 issued and outstanding at March 31, 2019		1,746			-			1,746
Additional paid in capital		1,335,475			53,560			1,389,035
Accumulated deficit		(1,666,984	)		(7,145	)		(1,674,129	)
Total stockholder deficit		(329,763	)		46,415			(283,348	)
Total liabilities and stockholders' deficit	$	88,375		$	(20,000	)	$	68,375

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	For the three months ended March 31, 2019
	As Reported			Adjustment			As Revised
Oil & Gas Sales	$	2,270		$	-		$	2,270
Lease operating expenses		2,902			-			2,902
Gross margin		(632	)		-			(632	)
Operating expenses:
Professional services		118,908			(105,000	)		13,908
Board of directors fees		48,000			-			48,000
General and administrative		42,031			124,818			166,849
Total operating expenses		208,939			19,818			228,757
Loss from operations		(209,571	)		(19,818	)		(229,389	)
Other income (expense):
Interest expense		(23,332	)		10,724			(12,608	)
Gain (loss) on change in fair value of derivative liabilities		472,152			(23,019	)		449,133
Total other income (expense)		448,820			(12,295	)		436,525
Net income (loss)	$	239,249		$	(32,113	)	$	207,136
Income per share:
Basic	$	0.01		$	-		$	0.01
Diluted	$	0.01		$	-		$	0.01
Weight average shares common share outstanding: basic and diluted
Basic		17,323,284			(25,912	)		17,297,372
Diluted		17,459,730			(25,912	)		17,433,818

ALPHA ENERGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	For the three months ended March 31, 2019
	As Reported			Adjustments			As Revised
Cash flows from operation activities
Net income	$	239,249		$	(32,113	)	$	207,136
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		60,000			48,000			108,000
Amortization of debt discount		20,603			(10,724	)		9,879
(Gain) loss on change in fair value of derivative liabilities		(472,152	)		23,019			(449,133	)
Asset retirement obligation expense		19			-			19
Change in operating assets and liabilities:
Accounts payable		57,721			(41,603	)		16,118
Accounts payable related party		-			(6,579	)		(6,579	)
Interest payable		2,729			-			2,729
Net cash used in operating activities		(91,831	)		(20,000	)		(111,831	)
Cash flows from investing activities
Deposit for purchase of oil and gas properties		(70,000	)		70,000			-
Net cash used in investing activities		(70,000	)		70,000			-
Cash flows from financing activities
Advances from related party		19,841			4,000			23,841
Payment on convertible credit line payable - related party		-			(4,000	)		(4,000	)
Proceeds from notes payable		50,000			(50,000	)		-
Proceeds from sale of stock		131,000			-			131,000
Repayments of related party advances		(30,875	)		-			(30,875	)
Net cash provided by financing activities		169,966			(50,000	)		119,966
Net change in cash and cash equivalents		8,135			-			8,135
Cash and cash equivalent, beginning of period		240			-			240
Cash and cash equivalent, end of period	$	8,375		$	-		$	8,375
Supplemental disclosure of non-cash financing activities
Stock issued for accrued compensation and directors fees	$	536,701		$	(536,701	)	$	-
Non cash short term loan payable	$	50,000		$	50,000		$	50,000

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Note 1 - Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2020

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	March 31, 2020			March 31, 2019
Basic net income (loss)	$	(105,315	)	$	207,136
Add back: Gain on change in fair value of derivative liabilities		(39,049	)		(449,133	)
Diluted net loss	$	(144,364	)	$	(241,997	)
Basic and dilutive shares:
Weighted average basic shares outstanding		17,851,879			17,297,372
Shares issuable from convertible credit line payable		128,578			136,446
Dilutive shares		17,980,457			17,433,818
Income (loss) per share:
Basic	$	(0.01	)	$	0.01
Diluted	$	(0.01	)	$	(0.01	)

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

	March 31, 2019
	As Reported			Adjustment			As Revised
Current assets
Cash	$	8,375		$	-		$	8,375
Total current assets		8,375			-			8,375
Oil and gas property, unproved, full cost		80,000			(20,000	)		60,000
Total assets	$	88,375		$	(20,000	)	$	68,375
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	71,868			(181	)	$	71,687
Interest payable		14,208			-			14,208
Short term advance from related party		17,332			-			17,332
Short term note payable		50,000			-			50,000
Derivative liability		136,446			(35,660	)		100,786
Total current liabilities		289,854			(35,841	)		254,013
Convertible credit line payable - related party		127,555			(30,574	)		96,981
Asset retirement obligation		729			-			729
Total liabilities		418,138			(66,415	)		351,723
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; 17,456,428 issued and outstanding at March 31, 2019		1,746			-			1,746
Additional paid in capital		1,335,475			53,560			1,389,035
Accumulated deficit		(1,666,984	)		(7,145	)		(1,674,129	)
Total stockholder deficit		(329,763	)		46,415			(283,348	)
Total liabilities and stockholders' deficit	$	88,375		$	(20,000	)	$	68,375

	For the three months ended March 31, 2019
	As Reported			Adjustment			As Revised
Oil & Gas Sales	$	2,270		$	-		$	2,270
Lease operating expenses		2,902			-			2,902
Gross margin		(632	)		-			(632	)
Operating expenses:
Professional services		118,908			(105,000	)		13,908
Board of directors fees		48,000			-			48,000
General and administrative		42,031			124,818			166,849
Total operating expenses		208,939			19,818			228,757
Loss from operations		(209,571	)		(19,818	)		(229,389	)
Other income (expense):
Interest expense		(23,332	)		10,724			(12,608	)
Gain (loss) on change in fair value of derivative liabilities		472,152			(23,019	)		449,133
Total other income (expense)		448,820			(12,295	)		436,525
Net income (loss)	$	239,249		$	(32,113	)	$	207,136
Income per share:
Basic	$	0.01		$	-		$	0.01
Diluted	$	0.01		$	-		$	0.01
Weight average shares common share outstanding: basic and diluted
Basic		17,323,284			(25,912	)		17,297,372
Diluted		17,459,730			(25,912	)		17,433,818

	For the three months ended March 31, 2019
	As Reported			Adjustments			As Revised
Cash flows from operation activities
Net income	$	239,249		$	(32,113	)	$	207,136
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		60,000			48,000			108,000
Amortization of debt discount		20,603			(10,724	)		9,879
(Gain) loss on change in fair value of derivative liabilities		(472,152	)		23,019			(449,133	)
Asset retirement obligation expense		19			-			19
Change in operating assets and liabilities:
Accounts payable		57,721			(41,603	)		16,118
Accounts payable related party		-			(6,579	)		(6,579	)
Interest payable		2,729			-			2,729
Net cash used in operating activities		(91,831	)		(20,000	)		(111,831	)
Cash flows from investing activities
Deposit for purchase of oil and gas properties		(70,000	)		70,000			-
Net cash used in investing activities		(70,000	)		70,000			-
Cash flows from financing activities
Advances from related party		19,841			4,000			23,841
Payment on convertible credit line payable - related party		-			(4,000	)		(4,000	)
Proceeds from notes payable		50,000			(50,000	)		-
Proceeds from sale of stock		131,000			-			131,000
Repayments of related party advances		(30,875	)		-			(30,875	)
Net cash provided by financing activities		169,966			(50,000	)		119,966
Net change in cash and cash equivalents		8,135			-			8,135
Cash and cash equivalent, beginning of period		240			-			240
Cash and cash equivalent, end of period	$	8,375		$	-		$	8,375
Supplemental disclosure of non-cash financing activities
Stock issued for accrued compensation and directors fees	$	536,701		$	(536,701	)	$	-
Non cash short term loan payable	$	50,000		$	50,000		$	50,000

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Note 7 - Derivative Liability (Tables)

3 Months Ended

Mar. 31, 2020

Notes Tables

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

	Level 1		Level 2		Level 3		Fair Value at March 31, 2020
Liabilities:
Derivative liability	$	-	$	-	$	26,240	$	26,240

	Level 1		Level 2		Level 3		Fair Value at December 31, 2019
Liabilities:
Derivative liability	$	-	$	-	$	65,289	$	65,289

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Balance at December 31, 2019	$	65,289
Gain on change in derivative fair value adjustment		(39,049	)
Balance at March 31, 2020	$	26,240

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Note 1 - Basis of Presentation (Details Textual) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Incremental Common Shares Attributable to Conversion of Debt Securities, Total (in shares)	128,578	136,446

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Note 1 - Basis of Presentation - Basic and Diluted Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Basic net income (loss)	$ (105,315)	$ 207,136
Add back: Gain on change in fair value of derivative liabilities	(39,049)	(449,133)
Diluted net loss	$ (144,364)	$ (241,997)
Weighted average basic shares outstanding (in shares)	17,851,879	17,297,372
Shares issuable from convertible credit line payable (in shares)	128,578	136,446
Dilutive shares (in shares)	17,980,457	17,433,818
Basic (in dollars per share)	$ (0.01)	$ 0.01
Diluted (in dollars per share)	$ (0.01)	$ 0.01

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Note 1 - Basis of Presentation - Restatement of Consolidated Financial Statements (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Current assets
Cash		$ 8,375
Total current assets		8,375
Oil and gas property, unproved, full cost	$ 10,000	60,000	$ 10,000
Total assets	10,000	68,375	10,000
Current liabilities
Accounts payable	366,059	71,687	300,428
Interest payable	40,403	14,208	33,653
Short term advance from related party	856	17,332	397
Short term note payable		50,000
Derivative liability	26,240	100,786	65,289
Total current liabilities	605,932	254,013	453,454
Convertible credit line payable - related party		96,981
Asset retirement obligation	805	729	786
Total liabilities	606,737	351,723	567,422
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; 17,456,428 issued and outstanding at March 31, 2019	1,790	1,746	1,783
Additional paid in capital	1,820,990	1,389,035	1,754,997
Accumulated deficit	(2,419,517)	(1,674,129)	(2,314,202)
Total stockholder deficit	(596,737)	(283,348)	(557,422)
Total liabilities and stockholders' deficit	10,000	68,375	10,000
Oil & Gas Sales	346	2,270
Lease operating expenses	928	2,902
Gross margin	(582)	(632)
Professional services		13,908
Board of directors fees	48,000	48,000
General and administrative	83,301	166,849
Total operating expenses	131,301	228,757
Loss from operations	(131,883)	(229,389)
Interest expense	(12,481)	(12,608)
Gain (loss) on change in fair value of derivative liabilities	39,049	449,133
Total other income (expense)	26,568	436,525
Net income (loss)	$ (105,315)	$ 207,136
Basic (in dollars per share)	$ (0.01)	$ 0.01
Diluted (in dollars per share)	$ (0.01)	$ 0.01
Basic (in shares)	17,851,879	17,297,372
Diluted (in shares)	17,980,457	17,433,818
Stock-based compensation	$ 48,000	$ 108,000
Amortization of debt discount	5,731	9,879
(Gain) loss on change in fair value of derivative liabilities	(39,049)	(449,133)
Asset retirement obligation expense	19	19
Accounts payable	66,090	16,118
Accounts payable related party	1,774	(6,579)
Interest payable	6,750	2,729
Net cash used in operating activities	(16,000)	(111,831)
Deposit for purchase of oil and gas properties
Net cash used in investing activities
Advances from related party	0	23,841
Payment on convertible credit line payable - related party	(2,000)	(4,000)
Proceeds from notes payable
Proceeds from sale of stock	18,000	131,000
Repayments of related party advances	0	(30,875)
Net cash provided by financing activities	16,000	119,966
Net change in cash and cash equivalents		8,135
Cash and cash equivalent, beginning of period		240	240
Cash and cash equivalent, end of period		8,375
Stock issued for accrued compensation and directors fees
Non cash short term loan payable		50,000
Previously Reported [Member]
Current assets
Cash		8,375
Total current assets		8,375
Oil and gas property, unproved, full cost		80,000
Total assets		88,375
Current liabilities
Accounts payable		71,868
Interest payable		14,208
Short term advance from related party		17,332
Short term note payable		50,000
Derivative liability		136,446
Total current liabilities		289,854
Convertible credit line payable - related party		127,555
Asset retirement obligation		729
Total liabilities		418,138
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; 17,456,428 issued and outstanding at March 31, 2019		1,746
Additional paid in capital		1,335,475
Accumulated deficit		(1,666,984)
Total stockholder deficit		(329,763)
Total liabilities and stockholders' deficit		88,375
Oil & Gas Sales		2,270
Lease operating expenses		2,902
Gross margin		(632)
Professional services		118,908
Board of directors fees		48,000
General and administrative		42,031
Total operating expenses		208,939
Loss from operations		(209,571)
Interest expense		(23,332)
Gain (loss) on change in fair value of derivative liabilities		472,152
Total other income (expense)		448,820
Net income (loss)		$ 239,249
Basic (in dollars per share)		$ 0.01
Diluted (in dollars per share)		$ 0.01
Basic (in shares)		17,323,284
Diluted (in shares)		17,459,730
Stock-based compensation		$ 60,000
Amortization of debt discount		20,603
(Gain) loss on change in fair value of derivative liabilities		(472,152)
Asset retirement obligation expense		19
Accounts payable		57,721
Accounts payable related party
Interest payable		2,729
Net cash used in operating activities		(91,831)
Deposit for purchase of oil and gas properties		(70,000)
Net cash used in investing activities		(70,000)
Advances from related party		19,841
Payment on convertible credit line payable - related party
Proceeds from notes payable		50,000
Proceeds from sale of stock		131,000
Repayments of related party advances		(30,875)
Net cash provided by financing activities		169,966
Net change in cash and cash equivalents		8,135
Cash and cash equivalent, beginning of period		240	240
Cash and cash equivalent, end of period		8,375
Stock issued for accrued compensation and directors fees		536,701
Non cash short term loan payable		50,000
Revision of Prior Period, Adjustment [Member]
Current assets
Cash
Total current assets
Oil and gas property, unproved, full cost		(20,000)
Total assets		(20,000)
Current liabilities
Accounts payable		(181)
Interest payable
Short term advance from related party
Short term note payable
Derivative liability		(35,660)
Total current liabilities		(35,841)
Convertible credit line payable - related party		(30,574)
Asset retirement obligation
Total liabilities		(66,415)
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; 17,456,428 issued and outstanding at March 31, 2019
Additional paid in capital		53,560
Accumulated deficit		(7,145)
Total stockholder deficit		46,415
Total liabilities and stockholders' deficit		(20,000)
Oil & Gas Sales
Lease operating expenses
Gross margin
Professional services		(105,000)
Board of directors fees
General and administrative		124,818
Total operating expenses		19,818
Loss from operations		(19,818)
Interest expense		10,724
Gain (loss) on change in fair value of derivative liabilities		(23,019)
Total other income (expense)		(12,295)
Net income (loss)		$ (32,113)
Basic (in dollars per share)
Diluted (in dollars per share)
Basic (in shares)		(25,912)
Diluted (in shares)		(25,912)
Stock-based compensation		$ 48,000
Amortization of debt discount		(10,724)
(Gain) loss on change in fair value of derivative liabilities		23,019
Asset retirement obligation expense
Accounts payable		(41,603)
Accounts payable related party		(6,579)
Interest payable
Net cash used in operating activities		(20,000)
Deposit for purchase of oil and gas properties		70,000
Net cash used in investing activities		70,000
Advances from related party		4,000
Payment on convertible credit line payable - related party		(4,000)
Proceeds from notes payable		(50,000)
Proceeds from sale of stock
Repayments of related party advances
Net cash provided by financing activities		(50,000)
Net change in cash and cash equivalents
Cash and cash equivalent, beginning of period
Cash and cash equivalent, end of period
Stock issued for accrued compensation and directors fees		(536,701)
Non cash short term loan payable		$ 50,000

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Note 1 - Basis of Presentation - Restatement of Consolidated Financial Statements (Details) (Parentheticals) - $ / shares	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	10,000,000	10,000,000	10,000,000
Preferred Stock, Shares Issued (in shares)	0	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	65,000,000	65,000,000	65,000,000
Common Stock, Shares, Issued (in shares)	17,888,428	17,822,428	17,456,428
Common Stock, Shares, Outstanding (in shares)	17,888,428	17,822,428	17,456,428

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Note 3 - Related Party Transactions (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Proceeds from Related Party Debt	$ 0	$ 23,841
Repayments of Related Party Debt	0	30,875
Expenses Paid by Related Party	459
Due to Related Parties, Total	$ 856		$ 397

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Note 4 - Common Stock (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Preferred Stock, Shares Authorized (in shares)	10,000,000	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	65,000,000	65,000,000	65,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized to Sell (in shares)	750,000
Shares Issued, Price Per Share (in dollars per share)	$ 1	$ 1
Stock Issued During Period, Shares, New Issues (in shares)	18,000	131,000
Proceeds from Issuance of Common Stock	$ 18,000	$ 131,000
Consultant to Facilitate Growth Strategies [Member]
Stock Issued During Period, Shares, Issued for Services (in shares)		60,000
Stock Issued During Period, Value, Issued for Services		$ 60,000
Director [Member]
Stock Issued During Period, Shares Per Month Per Director (in shares)	4,000	4,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture, Total (in shares)	48,000	48,000

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Note 5 - Notes Payable (Details Textual) - Notes Payable, Other Payables [Member] - Promissory Notes Payable [Member]	Mar. 30, 2019 USD ($) $ / shares	Mar. 31, 2020 USD ($)
ZHQ Holdings, LLP and Pure Oil & Gas, Inc [Member]
Debt Instrument, Face Amount	$ 50,000
Debt Instrument, Periodic Payment, Interest	$ 50
Debt Instrument, Convertible, Number of Equity Instruments	50,000
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares	$ 1
Interest Payable		$ 16,550
ZHQ Holdings [Member]
Debt Instrument, Percentage of Total Debt Loaned	75.00%
Pure Oil & Gas, Inc [Member]
Debt Instrument, Percentage of Total Debt Loaned	25.00%

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Note 6 - Convertible Credit Line Payable - Related Party (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Sep. 01, 2017
Long-term Line of Credit, Total		$ 96,981
Amortization of Debt Discount (Premium)	$ 5,731	9,879
Repayments of Convertible Debt	2,000	4,000
Convertible Credit Line Payable, Related Party [Member]
Debt Instrument, Face Amount				$ 500,000
Long-term Line of Credit, Total				$ 87,366
Debt Instrument, Interest Rate, Stated Percentage				7.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share)				$ 1.50
Debt Instrument, Unamortized Discount, Total	11,665		$ 17,396	$ 87,366
Debt Instrument Discount, Additions			7,568
Amortization of Debt Discount (Premium)	5,731		$ 39,514
Repayments of Convertible Debt	$ 2,000	$ 4,000

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Note 7 - Derivative Liability (Details Textual)	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)
Gain on Derivative Instruments, Pretax	$ 39,049	$ 449,133
Convertible Credit Line Payable, Related Party [Member] | Measurement Input, Share Price [Member]
Embedded Derivative Liability, Measurement Input	1	1
Convertible Credit Line Payable, Related Party [Member] | Measurement Input, Price Volatility [Member]
Embedded Derivative Liability, Measurement Input	54	162
Convertible Credit Line Payable, Related Party [Member] | Measurement Input, Discount Rate [Member]
Embedded Derivative Liability, Measurement Input	0.17	2.27

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Note 7 - Derivative Liability - Liabilities Measured at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Derivative liability	$ 26,240	$ 65,289
Fair Value, Inputs, Level 1 [Member]
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 26,240	$ 65,289

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Note 7 - Derivative Liability - Schedule of Derivative Liability Activity (Details) - Derivative Financial Instruments, Liabilities [Member]	3 Months Ended
	Mar. 31, 2020 USD ($)
Derivative balance	$ 65,289
Gain (loss) on change in derivative fair value adjustment	(39,049)
Derivative balance	$ 26,240

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Note 8 - Subsequent Events (Details Textual) - USD ($)						3 Months Ended		7 Months Ended
	Sep. 08, 2020	Aug. 06, 2020	Jun. 30, 2020	Jun. 25, 2020	Jun. 01, 2020	Mar. 31, 2020	Mar. 31, 2019	Nov. 09, 2020	Jul. 06, 2020	Dec. 31, 2019
Stock Issued During Period, Shares, New Issues (in shares)						18,000	131,000
Proceeds from Issuance of Common Stock						$ 18,000	$ 131,000
Common Stock, Par or Stated Value Per Share (in dollars per share)						$ 0.0001	$ 0.0001			$ 0.0001
Common Stock, Shares Authorized (in shares)						65,000,000	65,000,000			65,000,000
Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues (in shares)								57,000
Proceeds from Issuance of Common Stock								$ 57,000
Stock Issued During Period, Shares, Settle Acccounts Payable (in shares)								15,000
Common Stock, Additional Shares Authorized to Sell (in shares)		550,000
Common Stock, Par or Stated Value Per Share (in dollars per share)		$ 1
Common Stock, Shares Authorized (in shares)		1,300,000
Subsequent Event [Member] | Oklahoma Oil and Gas Assets [Member] | Pure and ZQH [Member]
Business Combination, Consideration Transferred, Total				$ 1,000,000
Business Combination, Consideration Transferred, Monthly Price Increase				50,000
Business Combination, Consideration Transferred, Maximum Purchase Price				$ 1,200,000
Business Acquisition, Percentage of Voting Interests Acquired				87.50%
Business Acquisition, Alleged Percentage of Voting Interests Owned									75.00%
Subsequent Event [Member] | Oklahoma Oil and Gas Assets [Member] | ZHQ Holdings [Member]
Business Combination, Debt Discharged				$ 50,000
Business Combination, Interest Discharged				$ 10,000
Subsequent Event [Member] | Oklahoma Oil and Gas Assets [Member] | ZHQ Holdings [Member] | Promissory Notes Payable [Member]
Debt Instrument, Convertible, Conversion Price (in dollars per share)				$ 1
Subsequent Event [Member] | Logan 1 Project [Member] | Progressive [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)			10,000
Payments to Acquire Businesses, Gross			$ 50,000
Subsequent Event [Member] | Logan 2 Project [Member]
Business Combination, Consideration Transferred, Total	$ 10,000
President [Member] | Subsequent Event [Member]
Monthly Officer Salary					$ 10,000
Chief Operating Officer [Member] | Subsequent Event [Member]
Compensation Hourly Rate					$ 200
Director [Member]
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture, Total (in shares)						48,000	48,000
Director [Member] | Subsequent Event [Member]
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture, Total (in shares)								96,000