Statement of Beneficial Ownership (sc 13d)
June 16 2022 - 04:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
Alpha Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
02073X105
(CUSIP Number)
AEI Acquisition Company, LLC
2600 E. Southlake Blvd.
Suite 120-336
Southlake, Texas 76092
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 11, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box ☐.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AEI Acquisition Company, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) [ ]
(b) [ ]
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
US
|
NUMBER OF
SHARES
|
7 |
SOLE VOTING POWER
15,880,201 *
|
BENEFICIALLY
OWNED BY
|
8 |
SHARED VOTING POWER
|
EACH
REPORTING
|
9 |
SOLE DISPOSITIVE POWER
15,880,201 *
|
PERSON
WITH
|
10 |
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,880,201 *
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.18% *
|
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
* Excludes shares of Common Stock issuable upon conversion of 7.25%
Senior Secured Convertible Promissory Note (the “Note”) issued to
AEI Management, Inc. on February 25, 2022, in the amount of
$413,206.18 which Note is convertible at $5.00 per share into
shares of Common Stock of the Issuer. In no event shall the Note be
converted to the extent such conversion would result in the holder
beneficially owning more that 4.99% of the shares of Common Stock
of the Issuer outstanding.
Page 2
Item 1.
|
Security and Issuer
|
This Schedule 13D relates to the common shares of Alpha Energy,
Inc. The address of the principal executive office is 14143 Denver
West Parkway, Suite 100, Golden, CO 80401.
Item 2.
|
Identity and Background
|
This Schedule 13D is filed by AEI Acquisition Company, LLC, a
Colorado Limited Liability Company with an address of 2600 E.
Southlake Blvd., Suite 120-336, Southlake, Texas 76092 (“AEI” or
the “Reporting Person”). The principal occupation of AEI is
consulting. AEI Management, Inc. (“AEIM”) is the managing member of
AEI. Harry McMillan, an individual, is officer of AEIM and as such
files this statement jointly with AEI and AEIM.
During the last five years, neither AEI, AEIM nor Mr. McMillan have
been convicted in a criminal proceeding or been a AEI, AEIM nor Mr.
McMillan to a civil proceeding of any judicial or administrative
body of competent jurisdiction as a result of which neither it nor
either of them was or is subject to a judgment, decree or final
order enjoining future violations at, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other Considerations
|
On October 11, 2016, AEI entered into 12 Share Purchase Agreements
(“Agreements”) for the purchase of 15,880,201 shares of Common
Stock in consideration for $237,499.98.
No part of the purchase price is represented by funds or other
consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading, or voting the securities of the
Issuer.
Item 4.
|
Purpose of Transaction
|
The Reporting Person acquired the shares of Common Stock for
investment purposes. The Reporting Person has no further plans
which would relate to or result in, other than in the ordinary
course of business:
|
●
|
The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
|
|
●
|
An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
|
|
●
|
A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
|
Page 3
|
●
|
Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board,
except that on April 8, 2022 there was a change of officers and
directors (Reference is made to the Current Report on Form 8-K (and
Amendment No. 1 thereto) which was filed by the Issuer with the
Securities and Exchange Commission (“SEC”) on April 13, 2022 and
the Annual Report on Form 10-K which was filed by the Issuer with
the SEC on April 4. 2022);
|
|
●
|
Any material change in the present capitalization or dividend
policy of the Issuer, except for ongoing efforts to increase the
financial resources and capitalization of the Issuer in which the
Reporting Person has provided ongoing services;
|
|
●
|
Any other material change in the Issuer’s business or corporate
structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote required
by Section 13 of the Investment Company Act of 1940;
|
|
●
|
Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
|
|
●
|
Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
securities association;
|
|
●
|
A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
|
|
●
|
Any other action similar to those enumerated above.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a)
|
The Reporting Person has acquired and, for the purpose of Rule
13d-3 promulgated under the Exchange Act, beneficially owns an
aggregate of 15,880,201 shares of Common Stock, or approximately
84.18% of the 18,824,106 outstanding shares of Common Stock as of
March 31, 2022, as reported in the Annual Report on Form 10-K filed
by the Issuer with the Securities and Exchange Commission on April
4, 2022.
|
(b)
|
The Reporting Person has the sole power to vote and to dispose of
the 15,880,201 shares of Common Stock.
|
(c)
|
The Reporting Person has not affected, within the last sixty (60)
days, any transactions involving the shares of Common Stock of the
Issuer other than those which are the subject of this Schedule
13D.
|
Page 4
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
|
None.
Item 7.
|
Material to Be Filed as Exhibits
|
None.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
/s/ Harry McMillan |
|
Signature |
|
Manager and Individually
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority
to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C.
1001).
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