Quarterly Report (10-q)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended March 31, 2019

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

	For the Transition Period from to

Commission File Number: 333-197642

Alpha Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)

Colorado

90-1020566

(State of other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

4162 Meyerwood Drive, Houston TX 77025

(Address of principal executive offices) (Zip Code)

Registrant's Phone: 713-316-0061

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	[X]
		Emerging Growth Company	[X]

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 [X]

As of May 20, 2019, the issuer had 17,556,428 shares of common stock issued and outstanding.

	TABLE OF CONTENTS	Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	12

ITEM 1. FINANCIAL STATEMENTS

ALPHA ENERGY, INC.

Unaudited Financial Statements

March 31, 2019

	Page(s)
Unaudited Balance Sheets as of March 31, 2019 and December 31, 2018	4

Unaudited Statements of Operations for the three months ended March 31, 2019 and 2018	5

Unaudited Statements of Cash Flows for the three months ended March 31, 2019 and 2018	6

Notes to the Unaudited Financial Statements	7

ALPHA ENERGY, INC.

BALANCE SHEETS

(UNAUDITED)

	March 31, 2019			December 31, 2018
ASSETS
Current assets
Cash	$	8,375		$	240

Total current assets		8,375			240
Oil and gas property, unproved, full cost		80,000			10,000
Total assets	$	88,375		$	10,240
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities
Accounts payable	$	71,868			550,848
Interest payable		14,208			11,479
Short term advances related party		17,332			24,366
Short term note payable		50,000			-
Derivative liability		136,446			608,598
Total current liabilities		289,854			1,195,291
Convertible Credit line payable – related party, net of discount of $8,891 and $29,494, respectively		127,555			110,952
Asset retirement obligation		729			710
Total liabilities		418,138			1,306,953
Stockholder’s 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 and 17,132,428 issued and outstanding at March 31, 2019 and December 31, 2018, respectively		1,746			1,714
Additional paid in capital		1,335,475			607,806
Accumulated deficit		(1,666,984	)		(1,906,233	)
Total stockholders’ deficit		(329,763	)		(1,296,713	)
Total liabilities and stockholder’s’ deficit	$	88,375		$	10,240

See accompanying notes to unaudited financial statements.

ALPHA ENERGY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended March 31,
	2019			2018
Revenues	$	2,270		$	1,540
Lease operating expenses		2,902			842
Gross margin		(632	)		698

Operating expenses
Professional services		118,908			22,183

Board of Director Fees		48,000			-

General and administrative		42,031			18,971
Total operating expenses		208,939			41,154

Loss from operations		(209,571	)		(40,456	)

Other income (expense)
Interest expense		(23,332	)		(17,407	)
Loss on initial measurement of derivative liability		-			(38,528	)
Gain (loss) on fair market value of derivative liability		472,152			(19,814	)
Total other income (expense)		448,820			(75,749	)

Provision for income taxes		-			-

Net income (loss)	$	239,249		$	(116,205	)

Net income (loss) per share, basic	$	.01		$	(0.01	)
Net income (loss) per share, diluted	$	.01		$	(0.01	)

Weighted average shares outstanding, basic		17,323,284			17,016,428
Weighted average shares outstanding, diluted		17,459,730			17,016,428

See accompanying notes to unaudited financial statements.

ALPHA ENERGY, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three months ended March 31,
	2019			2018
Cash flows from operating activities
Net income (loss)	$	239,249		$	(116,205	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Debt discount amortization		20,603			15,658
Excess fair market value of initial measurement of derivative liability		-			38,528
Stock issued for consulting		60,000
(Gain) loss on fair market value of derivative liability		(472,152	)		19,814
Asset retirement obligation expense		19			18
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		-			-
Account receivable		-			(1,540	)
Accounts payable		57,721			20,257
Interest payable		2,729			1,750
Net cash used in operating activities	$	(91,831	)	$	(21,720	)

Cash flows from investing activities
Capital expenditures		(70,000	)		-
Net cash used in investing activities		(70,000	)		-

Cash flows from financing activities
Proceeds from related party advances		19,841
Proceeds from note payable		50,000


Proceeds from sale of stock		131,000			-


Proceeds from convertible credit line payable – related party		-			21,580
Repayments of related party advances		(30,875	)		-
Net cash provided by financing activities		169,966			21,580

Cash, beginning of period		240			1,061
Net change in cash		8,135			(140	)
Cash, end of period	$	8,375		$	921

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

Supplemental disclosure of non-cash financing activities
Debt discount on convertible credit line payable – related party	$	-		$	21,580
Stock issued for accrued compensation and director fees	$	536,701		$	-

See accompanying notes to unaudited financial statements.

ALPHA ENERGY, INC.

Notes to Unaudited Financial Statements March 31, 2019

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of March 31, 2019 and 2018, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. It is suggested that these unaudited interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2018 audited financial statements. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year.

Related party policy

In accordance with ASC 850, the Company discloses: the nature of the related party relationship(s) involved; a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Revenue and Cost Recognition

The Company records revenues from the sales of natural gas and crude oil when the production is produced and sold, and also when collectability is ensured. The Company may in the future have an interest with other producers in certain properties, in which case the Company will use the sales method to account for gas imbalances. Under this method, revenue will be recorded on the basis of natural gas actually sold by the Company. The Company also reduces revenue for other owners’ natural gas sold by the Company that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company’s remaining over- and under-produced gas balancing positions are considered in the Company’s proved oil and natural gas reserves. The Company had no gas imbalances at March 31, 2019 or December 31, 2018. The Company recorded revenues of $2,270 and $1,540 and costs of revenues totaling $2,902 and $842 during the three months ended March 1, 2019 and 2018. There were no accounts receivable at March 31, 2019 and December 31, 2018.

Derivative Liabilities

The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes.

Accounting Standards Adopted During the Quarter Ended March 31, 2019

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

Recently Issued Accounting Standards Not Yet Adopted

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its financial statements.

NOTE 2 – GOING CONCERN

The Company’s interim unaudited financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of issuance of this report. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – RELATED PARTY TRANSACTIONS

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

During the three months ended March 31, 2019, the Company received no advances from AEI Acquisition Company, a majority shareholder, from its convertible credit line. See Note 4 – Convertible Credit Line Payable – Related Party. During the three months ended March 31, 2019, the Company received $23,841 in short-term advances from Fidare Consulting Group, LLC. The Company repaid $30,875 on the advances leaving a balance of $17,332 at March 31, 2019.

NOTE 4 – DERIVATIVE LIABILITY

As discussed in Note 1, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of March 31, 2019 and December 31, 2018:

	Level 1		Level 2		Level 3		Fair Value at March 31, 2019
Liabilities

Derivative Liability	$	-	$	-	$	136,446	$	136,446

	Level 1		Level 2		Level 3		Fair Value at December 31, 2018
Liabilities

Derivative Liability	$	-	$	-	$	238,674	$	238,674

As of March 31, 2019, the Company had a $136,446 derivative liability balance on the balance sheet and recorded a gain from derivative liability fair value adjustment of $472,152 during the three months ended March 31, 2019.

Utilizing Level 3 Inputs, the Company recorded fair market value adjustments related to convertible notes payable for the three months ended March 31, 2019 of $472,152. The fair market value adjustments as of March 31, 2019 were calculated utilizing a max valuation method using the following assumptions: exercise price of $1.00, 136,446 common shares the balance can be converted into and a stock price at measurement date of $1.00.

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

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

A summary of the activity of the derivative liability for the three months ended March 31, 2019 is shown below:

Balance at December 31, 2018	$	608,598
Derivative liabilities recorded		-
Day one loss		-
Change due to note conversion		-
Gain on change in derivative fair value adjustment		(472,152	)
Balance at March 31, 2019	$	136,446

NOTE 5 – EQUITY

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

The Company compensates its four directors with 2,000 shares of stock each month per director. For the three months ended March 31, 2019, 48,000 shares with a fair value of $48,000 were issued for stock compensation along with 60,000 shares previously accrued as of December 31, 2018.

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. These shares have not yet been issued. The shares are considered issued and outstanding as of March 31, 2019 as the issuance of the shares is considered an administrative act.

NOTE 6 – NOTE PAYABLE

Effective March 30, 2019, the Company borrowed $50,000 which was used to fund the deposit for the Purchase and Sale Agreement with Premier Gas Company, LLC (see Note 7). The note is due and payable on April 30, 2019 and is secured by 50,000 shares of Company common stock. If the note is not paid by April 30, 2019, interest will accrue on the note at $50 per day or 36.5% per annum. As of May 20, 2019, the Company is in default and has accrued $1,000 of interest.

NOTE 7 – OIL AND GAS PROPERTIES

The Company entered into a Letter of Intent with Chicorica, LLC on December 13, 2018 and extended the agreement effective April 1, 2019. Chicorica has developed an oil and gas exploration project in northeastern New Mexico (the“Frostback Project”) that includes several prospective areas and Alpha is interested in exploring in these areas and utilizing Chicorica’s seismic and other data and expertise. The agreement is for $85,000 with $10,000 paid on signing the LOI and $75,000 due by May 2, 2019. If the final payment is not made by May 2, 2019, the Company can extend the agreement through June 17, 2019 for an additional extension fee of $10,000. As of May 20, 2019, the Company has not made the extension payment.

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

NOTE 8 – COMMITMENTS

On January 1, 2019 the Company entered into a Consulting Services Agreement with 5 Letter J’s, LLC to facilitate a business plan for instituting a capital raise through the sale of Company Class A Preferred stock. The agreement is for an initial 3-month period and can be extended perpetually. The monthly fee is $5,000 with a grant of 60,000 shares of restricted Company Common stock valued at $60,000, for the period of the agreement.

NOTE 9 – SUBSEQUENT EVENTS

During April 2019, the Company sold 41,000 shares of common stock for $41,000 in a private placement. These shares have not been issued.

On April 1, 2019, the Company entered into an agreement with Rebus Capital Group, LLC to act as corporate finance advisor in identifying, introducing and arranging a selling syndicate of broker dealers for the purpose of placing preferred stock financing. The agreement is for a six month period. The company issued 100,000 shares of common stock on the effective date.

On April 19, 2019 the Company entered into Finder Agreement with Maxim Group, LLC to act as an advisor in identifying, introducing and arranging a selling syndicate of broker dealers for the purpose of placing preferred stock financing. The agreement is for a two-year period.

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.

Liquidity and Capital Resources

As of March 31, 2019, we had $8,375 in cash, total current assets of $8,375 and total current liabilities of $289,854. Current assets consisted of $8,375 in cash and no accounts receivable. Current liabilities consisted mainly of $136,446 of derivative liability,

$71,868 in accounts payable and accrued expenses which includes $43,845 in accrued officer’s compensation, a short term note payable of $50,000 and $14,208 in interest payable.

The Company used $91,831 of cash in operating activities during the three months ended March 31, 2019 compared to $21,720 used in operations during the same period in 2018.

The Company used $70,000 of cash in investing activities for exploration costs during the three months ended March 31, 2019. There was no cash used in or provided by investing activities during the three months ended March 31, 2018.

The Company generated cash of $169,966 from financing activities during the three months ended March 31, 2019 which consisted of proceeds from the sale of common stock of $131,000, proceeds of $50,000 from a short term note payable, proceeds from related advances of $19,841 and net of payments on related party advances of $30,875. The Company generated cash of $21,580 from financing activities during the three months ended March 31, 2018 which consisted of proceeds from related party convertible credit line payable.

Going Concern

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. See note 2 to the financial statements for additional information.

Results of Operations

We generated revenues of $2,270 and $1,540 during the three months ended March 31, 2019 and 2018. Total operating expenses were $208,939 during the three months ended March 31, 2019 compared to $41,154 during the same period in 2018. The increase in operating expenses is the result Consulting fees of $105,000, Board of Director fees of $48,000 and an increase in salary expenses of approximately $16,000.

On January 22, 2019, the Board of Directors authorized the sale of $600,000 shares of common stock to fund working capital and escrow deposits on three acquisitions. As of March 31, 2019, 131,000 shares had been sold.

CRITICAL ACCOUNTING POLICIES

In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.

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, 2019, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective as of March 31, 2019.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 1A. RISK FACTORS

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

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

During the period ending March 31, 2019 the Company sold 131,000 shares of common stock at $1.00 per share to raise working capital. As of March 31, 2019, the shares have not been distributed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

On March 13 ^th , 2019, Alpha Energy, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Premier Gas Company, LLC. (“Premier”) to acquire oil and gas assets in Oklahoma in consideration of a Purchase Price of One Million Six Hundred Thousand Dollars ($1,600,000.00) (the “Purchase Price”) that includes a non-refundable deposit in the amount of Fifty Thousand Dollars ($50,000.00) (the “Deposit) through the Escrow Agent. The Deposit shall be credited against the cash portion of the Purchase Price at Closing. Although the dates on the Purchase and Sale agreements were dated January 29 ^th , 2019, the contracts were not ultimately delivered to the company until March 13 ^th , 2019 and the deposit was advanced to the Escrow Agent.

ITEM 6. EXHIBITS

The following documents are included or incorporated by reference as exhibits to this report:

	Exhibit Number	Description
	31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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XBRL Taxonomy Extension Presentation

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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 Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 20 ^th , 2019