U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended |
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Transition Report under Section 13 or 15(d) of the Exchange Act |
For the Transition Period from to |
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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(State of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
Registrant's Phone:
Alpha Energy, Inc.
Former name or former address, if changed since last report
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging Growth Company |
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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 |
None |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of June 1, 2023, was
TABLE OF CONTENTS |
Page |
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PART I – FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
3 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation |
13 |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
14 |
Item 4. |
Controls and Procedures |
14 |
PART II – OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
14 |
Item 1A. |
Risk Factors |
14 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
14 |
Item 3. |
Defaults Upon Senior Securities |
14 |
Item 4. |
Mine Safety Disclosures |
15 |
Item 5. |
Other Information |
15 |
Item 6. |
Exhibits |
16 |
ITEM 1. FINANCIAL STATEMENTS
Page(s) |
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Consolidated Balance Sheets (unaudited) |
4 |
Consolidated Statements of Operations (unaudited) |
5 |
Consolidated Statements of Stockholders' Deficit (unaudited) |
6 |
Consolidated Statements of Cash Flows (unaudited) |
7 |
Notes to the Consolidated Financial Statements (unaudited) |
8 |
Truleum, Inc. |
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(Formerly Alpha Energy, Inc.) |
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Consolidated Balance Sheets (Unaudited) |
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March 31, 2023 |
December 31, 2022 | |||||||
As Revised | ||||||||
Assets |
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Current assets: | ||||||||
Cash and cash equivalents |
$ | $ | ||||||
Joint interest billing receivable |
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Prepaid assets and other current assets |
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Total current assets |
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Noncurrent assets: |
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Property and equipment, net | ||||||||
Oil and gas property, unproved, full cost | ||||||||
Total noncurrent assets |
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Total assets |
$ | $ | ||||||
Liabilities and Stockholders' Deficit |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Accounts payable and accrued expenses - related parties |
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Interest payable - related parties |
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Convertible note payable |
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Total current liabilities |
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Senior secured convertible notes payable, related party, net of discount of $ |
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Asset retirement obligation |
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Total liabilities |
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Commitments and contingencies |
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Stockholders' deficit: | ||||||||
Preferred stock, |
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Series A convertible preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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Total stockholders' deficit |
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( |
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Total liabilities and stockholders' deficit |
$ | $ |
See accompanying notes to the unaudited consolidated financial statements.
Truleum, Inc. |
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(Formerly Alpha Energy, Inc.) |
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Consolidated Statements of Operations |
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For the three months ended March 31, 2023 and 2022 (Unaudited) |
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March 31, 2023 |
March 31, 2022 | |||||||
Oil and gas sales |
$ | $ | ||||||
Lease operating expenses |
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Gross loss |
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Operating expenses: |
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Professional services |
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Board of director fees |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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Other income (expense): | ||||||||
Other income |
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Interest expense |
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Gain (loss) on change in fair value of derivative liabilities |
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Total other income (expense) |
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Net loss |
$ | ( |
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Loss per share: |
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Basic |
$ | ( |
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Diluted |
$ | ( |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
See accompanying notes to the unaudited consolidated financial statements.
Truleum, Inc. |
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(Formerly Alpha Energy, Inc.) |
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Consolidated Statements of Stockholders' Deficit |
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For the three months ended March 31, 2023 and 2022 (Unaudited) |
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Common Stock |
Additional |
Accumulated |
Total |
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Shares |
Amount | Paid-in Capital | Deficit | Deficit | ||||||||||||||||
Balance, December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
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Stock-based compensation |
- | |||||||||||||||||||
Net loss |
- | ( |
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Balance, March 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
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Balance, December 31, 2021 |
$ | $ | $ | ( |
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Stock-based compensation |
- | |||||||||||||||||||
Net loss |
- | ( |
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Balance, March 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
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See accompanying notes to the unaudited consolidated financial statements.
Truleum, Inc. |
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(Formerly Alpha Energy, Inc.) |
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Consolidated Statements of Cash Flows |
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For the three months ended March 31, 2023 and 2022 (Unaudited) |
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March 31, 2023 |
March 31, 2022 | |||||||
Cash flows from operating activities: |
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Net loss |
$ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation |
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Depreciation expense |
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Amortization of debt discount |
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Loss on change in fair value of derivative liabilities |
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Changes in operating assets and liabilities: |
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Joint interest billing receivable |
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Prepaid expenses and other current assets |
( |
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( |
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Accounts payable |
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Accounts payable-related party |
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Interest payable |
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Net cash provided by (used in) operating activities |
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Cash flows from investing activities: |
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Acquisition of oil and gas property |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from advances, related parties |
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Proceeds from senior secured convertible notes payable, related party |
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Proceeds from unexecuted subscription agreements |
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Net cash provided by financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents, at beginning of period |
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Cash and cash equivalents, at end of period |
$ | $ | ||||||
Supplemental disclosures of cash flow information: |
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Cash paid for interest |
$ | $ | ||||||
Cash paid for income taxes |
$ | $ | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Debt discount on senior secured convertible notes payable - related party |
$ | $ | ||||||
Advances and other liabilities converted to senior secured convertible notes payable, related party |
$ | $ |
See accompanying notes to the unaudited consolidated financial statements.
Truleum, Inc.
(Formerly Alpha Energy, Inc.)
Notes to the Consolidated Financial Statements
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 consolidated financial statements and notes thereto for the years ended December 31, 2022 and 2021 which are included on the Form 10-K filed on April 17, 2023. 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, 2023 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 consolidated financial statements for the years ended December 31, 2022, and 2021 have been omitted.
On April 27, 2023, the Company amended its articles of incorporation to change their name from Alpha Energy, Inc. to Truleum, Inc.
Principles of Consolidation
Our consolidated financial statements include our accounts and the accounts of our
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 Loss per share
Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings (Loss) per Share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended March 31, 2023 and 2022, there were
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. 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.
Reclassification
Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.
Recently Issued Accounting Standards Not Yet Adopted
The Company 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 there are no recently issued accounting pronouncements that will have a significant effect on its financial statements.
Note 2 – CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In the course of preparing its financial statements for the three months ended March 31, 2023, the Company identified errors in the financial statements for the year ended December 31, 2022. The errors pertain to the overstatement of revenue and the understatements in property and equipment, net, accounts payable and accrued expenses – related parties, and general and administrative expenses for the year ended December 31, 2022.
The Company assessed the materiality of these misstatements on prior periods’ financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality, codified in ASC 250 (“ASC 250”), Presentation of Financial Statements, and concluded that these misstatements were not material to any prior annual or interim periods. Accordingly, in accordance with ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the Financial Statements as of December 31, 2022, and the year then ended, which are presented herein, have been revised. The following are selected line items from the Company's balance sheet, statement of operations and statements of cash flow for the affected period illustrating the effect of these corrections:
Balance Sheet |
As of December 31, 2022 |
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As Reported |
Adjustment |
As Revised |
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Property and equipment, net |
$ | $ | $ | |||||||||
Total noncurrent assets |
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Total assets |
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Accounts payable and accrued expenses |
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Accounts payable and accrued expenses - related parties |
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Total current liabilities |
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Total liabilities |
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Accumulated deficit |
( |
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Total stockholders' deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
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Statement of Operations |
For the year ended December 31, 2022 |
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As Reported |
Adjustment |
As Revised |
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Revenue |
$ | $ | ( |
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Gross loss |
( |
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General and administrative |
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Loss from operations |
( |
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Net loss |
( |
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Loss per share - basic and diluted |
$ | ( |
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) | $ | ( |
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Statement of Cash Flows |
For the year ended December 31, 2022 |
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As Reported |
Adjustment |
As Revised |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
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) | $ | ( |
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Depreciation |
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Accounts payable and accrued expenses |
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Accounts payable and accrued expenses - related parties |
( |
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Net cash used in operating activities |
( |
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Supplemental disclosure of non-cash investing and financing activities: |
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Expenses paid on behalf of the Company by related party |
$ | $ |
NOTE 3 – GOING CONCERN
The Company’s interim unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has minimal cash or other current assets and does not have an established ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 4 – OIL AND GAS PROPERTIES
Oil and gas properties at March 31, 2023 and December 31, 2022 consisted of the following:
Balance |
Balance |
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Account |
12/31/2022 |
Additions |
3/31/2023 |
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Leasehold Improvements - Chico Rica, LLC |
$ | $ | $ | |||||||||
Leasehold Improvements - Undeveloped |
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Lease Acquisition and Development Costs - Logan County |
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Total oil and gas related assets |
$ | $ | $ |
NOTE 5 – RELATED PARTY TRANSACTIONS
Advances from Related Party
The Company received advances from AEI Management, Inc., a Company owned by a significant shareholder, totaling $
The Company received advances from Jay Leaver, President of the Company, totaling $
Accounts Payable and Accrued Expenses - Related Parties
As of March 31, 2023 and December 31, 2022, there was $
Senior Secured Convertible Notes Payable – Related Party
On February 25, 2022, the Company entered into secured senior secured convertible note for the purchase and sale of convertible promissory notes (“Convertible Note”) in the principal amount of $
On February 25, 2022, Mr. Leaver assigned a $
As of March 31, 2023 and December 31, 2022, the senior secured convertible notes payable balance, net of discount was $
NOTE 6 – COMMON STOCK
The Company is authorized to issue
The Company compensates each of its directors with
On September 2, 2022, the Company entered into a six-month agreement with a consultant that includes the issuance of
On October 15, 2022, the Company entered into a one year agreement with a consultant. Per the agreement, the Company will compensate the consultant $
NOTE 7 –CONVERTIBLE NOTES PAYABLE
On March 30, 2019, the Company executed a promissory note for $
As of March 31, 2023 and December 31, 2022, the convertible note payable balance was $
NOTE 8 – SUBSEQUENT EVENTS
On April 10, 2023, the Company issued
On April 25, 2023, the Company has adopted a revised Board of Directors compensation plan providing for awards to be made under the Plan and intended to replace the current director compensation plan which had provided for monthly grants to non-employee directors of
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors, as described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, that could cause our actual growth, results of operations, performance, financial position and business prospects and opportunities for this fiscal year and periods that follow to differ materially from those expressed in or implied by those forward-looking statements. Readers are cautioned that forward-looking statements contained in this Quarterly Report on Form 10-Q should be read in conjunction with our disclosure under the heading “Disclosure Regarding Forward-Looking Statements” below.
General Business Development
The Company was formed on September 26, 2013 in the State of Colorado.
Business Strategy
Our strategy is to acquire and develop additional properties we can restart, rework, and/or recomplete through cash and/or equity transactions. Our strategy is to acquire and develop additional producing properties in the vicinity of the Cherokee Uplift similar to our existing Logan Project that we can restart, rework, recomplete, and which have proven un-drilled potential to produce oil and natural gas. In this manner, our strategy involves acquiring existing infrastructure from historic operations. Deployment of current modern technology to enhance recompletions and drilling in previously undeveloped or underdeveloped areas is part of our strategy to enhance the value of acquired properties.
Liquidity and Capital Resources
As of March 31, 2023, we had total current assets of $141,432 and total current liabilities of $2,276,255.
The Company had $3,247of cash provided by operating activities during the three months ended March 31, 2023, compared to $306,268 used in operations during the same period in 2022. Net cash used in operating activities during the three months ended March 31, 2023 was mainly comprised of our $459,822 net loss during the period, adjusted by a non-cash charges of $62,000 for stock-based compensation, amortization of debt discounts of $25,703, depreciation expense of $6,107 and changes in operating assets and liabilities of $369,259. Net cash used in operating activities during the three months ended March 31, 2022 was mainly comprised of our $376,138 net loss during the period, adjusted by a non-cash charges of $2,758 for loss on change in fair value of derivative liabilities, stock-based compensation of $63,000, amortization of debt discounts of $10,826 and changes in operating assets and liabilities of $6,714.
The Company used cash of $82,140 for investing activities during the three months ended March 31, 2023 which consisted of the acquisition of oil and gas property. The Company used cash of $507,814 for investing activities during the three months ended March 31, 2022 which consisted of $507,814 for the acquisition of oil and gas property.
The Company had no cash flows from financing activities during the three months ended March 31, 2023. The Company generated cash of $1,891,831 from financing activities during the three months ended March 31, 2022 which consisted of $110,235 in proceeds from advances from related parties, $499,996 from senior secured convertible notes payable from related party and $1,281,600 in proceeds from unexecuted subscription agreements.
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 revenue of $71,716 and $0 during the three months ended March 31, 2023 and 2022, respectively. Lease operating expenses were $179,441 and $1,876 during the three months ended March 31, 2023 and 2022, respectively. The increase in revenue was due to the acquired percentage working interests and net revenue interests in the Logan Project. Total operating expenses were $ 298,013 during the three months ended March 31, 2023 compared to $346,018 during the same period in 2022. The decrease in operating expenses was due to a $38,205 decrease in professional services and $ 12,000 decrease in board fees, which were offset by a $2,200 increase in general and administrative expenses.
Off-Balance sheet arrangements
As of March 31, 2023, 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 consolidated financial statements for 2022 appearing in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls
The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
You should carefully consider the factors discussed below in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial position, or future results of operations. The risks described below in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially, adversely affect our business, financial position, or future results of operations. There have been no material changes in the risk factors set forth in the Company’s Form 10K for the period ended December 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our operations.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following documents are included or incorporated by reference as exhibits to this report:
Exhibit Number |
Description |
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3.1 | Articles of Amendment | |
10.1 |
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10.2 | Reserve Report | |
31.1 |
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31.2 |
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32.1 |
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32.2 |
101.INS** |
Inline XBRL Instance |
101.SCH** |
Inline XBRL Taxonomy Extension Schema |
101.CAL** |
Inline XBRL Taxonomy Extension Calculation |
101.DEF** |
Inline XBRL Taxonomy Extension Definition |
101.LAB** |
Inline XBRL Taxonomy Extension Labels |
101.PRE** |
Inline XBRL Taxonomy Extension Presentation |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
** XBRL |
information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 1, 2023
Truleum, Inc. |
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By: |
/s/ Jay Leaver |
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Jay Leaver, Principal Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: |
/s/ Lacie Kellogg |
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Lacie Kellogg, Chief Financial Officer (Principal Financial and Accounting Officer) |
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